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 September 30, 2007
OR
o | 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 of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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 o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer x | Non-accelerated filer o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
Number of shares of Common Stock outstanding as of November 5, 2007: 5,852,924
IBT BANCORP, INC.
Quarterly Report on Form 10Q
For Quarter Ended September 30, 2007
Contents
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| Pages |
PART I - FINANCIAL INFORMATION |
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| 2 | |
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Consolidated balance sheets (unaudited) at September 30, 2007 and December 31, 2006 |
| 2 |
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| 3 | |
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| 4 | |
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| 5 | |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 7 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
| 14 |
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| 14 | |
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PART II - OTHER INFORMATION |
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| 15 | |
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| 15 | |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
| 15 |
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| 16 | |
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| 16 | |
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| 16 | |
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| 17 | |
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| 18 |
IBT BANCORP, INC. AND SUBSIDIARY
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|
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| September 30, 2007 |
|
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| December 31, 2006 |
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| ||
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| (unaudited) |
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| (unaudited) |
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| ||
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ASSETS |
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Cash and due from banks |
|
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| $ | 21,275,133 |
|
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| $ | 19,317,614 |
|
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Interest-bearing deposits in banks |
|
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| 13,283 |
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| 637,034 |
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Certificates of deposit |
|
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| 100,000 |
|
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| 100,000 |
|
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|
Securities available for sale |
|
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| 238,693,255 |
|
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| 221,249,369 |
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|
Federal Home Loan Bank stock, at cost |
|
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| 5,128,300 |
|
|
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| 5,196,800 |
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Loans, net |
|
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| 480,714,634 |
|
|
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| 467,720,508 |
|
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|
Premises and equipment, net |
|
|
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| 5,211,537 |
|
|
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| 5,281,385 |
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Other assets |
|
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| 22,688,293 |
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| 21,459,045 |
|
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Total Assets |
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| $ | 773,824,435 |
|
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| $ | 740,961,755 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Liabilities |
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Deposits |
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Non-interest bearing |
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| $ | 84,272,058 |
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| $ | 85,553,753 |
|
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|
Interest-bearing |
|
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|
| 496,236,491 |
|
|
|
| 486,918,461 |
|
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Total deposits |
|
|
|
| 580,508,549 |
|
|
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| 572,472,214 |
|
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|
|
|
|
|
|
|
|
|
|
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|
|
Repurchase agreements |
|
|
|
| 57,827,605 |
|
|
|
| 27,416,559 |
|
|
|
Accrued interest and other liabilities |
|
|
|
| 5,846,828 |
|
|
|
| 6,082,279 |
|
|
|
FHLB advances |
|
|
|
| 66,755,954 |
|
|
|
| 72,409,643 |
|
|
|
|
|
|
|
|
|
|
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Total liabilities |
|
|
|
| 710,938,936 |
|
|
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| 678,380,695 |
|
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Stockholders’ Equity |
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Capital stock, par value $1.25 per share, 50,000,000 shares authorized, 5,965,119 shares issued, 5,852,924 and 5,882,640 shares outstanding at September 30, 2007 and December 31, 2006, respectively |
|
|
|
| 7,456,399 |
|
|
|
| 7,456,399 |
|
|
|
Retained earnings |
|
|
|
| 60,541,824 |
|
|
|
| 58,970,791 |
|
|
|
Accumulated other comprehensive income (loss) |
|
|
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| (1,605,344 | ) |
|
|
| (904,723 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 66,392,879 |
|
|
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| 65,522,467 |
|
|
|
Less: Treasury stock, at cost |
|
|
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| (3,507,380 | ) |
|
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| (2,941,407 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity |
|
|
|
| 62,885,499 |
|
|
|
| 62,581,060 |
|
|
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|
|
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|
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Total Liabilities and Stockholders’ Equity |
|
|
| $ | 773,824,435 |
|
|
| $ | 740,961,755 |
|
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|
| The accompanying notes are an integral part of these consolidated financial statements. |
2
CONSOLIDATED STATEMENTS OF INCOME
IBT BANCORP, INC. AND SUBSIDIARY
|
|
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| Three Months Ended September 30, |
|
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| Nine Months Ended September 30, |
| ||||||||||||
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| 2007 |
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| 2006 |
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| 2007 |
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| 2006 |
| ||||
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| (unaudited) |
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| (unaudited) |
| ||||||||||||
Interest Income |
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Loans, including fees |
|
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| $ | 8,328,180 |
|
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| $ | 7,889,433 |
|
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| $ | 24,403,919 |
|
|
| $ | 22,595,515 |
|
Investment securities |
|
|
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| 2,951,600 |
|
|
|
| 2,466,830 |
|
|
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| 8,464,546 |
|
|
|
| 7,021,358 |
|
Federal funds sold |
|
|
|
| 3,305 |
|
|
|
| 2,341 |
|
|
|
| 10,076 |
|
|
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| 31,856 |
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|
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|
|
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Total interest income |
|
|
|
| 11,283,085 |
|
|
|
| 10,358,604 |
|
|
|
| 32,878,541 |
|
|
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| 29,648,729 |
|
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Interest Expense |
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Deposits |
|
|
|
| 4,276,751 |
|
|
|
| 3,502,774 |
|
|
|
| 12,531,592 |
|
|
|
| 9,536,002 |
|
FHLB advances |
|
|
|
| 817,102 |
|
|
|
| 840,009 |
|
|
|
| 2,417,292 |
|
|
|
| 2,469,687 |
|
Repurchase agreements |
|
|
|
| 593,412 |
|
|
|
| 404,585 |
|
|
|
| 1,344,513 |
|
|
|
| 928,108 |
|
Federal funds purchased |
|
|
|
| - |
|
|
|
| 105,795 |
|
|
|
| - |
|
|
|
| 322,972 |
|
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|
|
|
|
|
|
|
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|
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Total interest expense |
|
|
|
| 5,687,265 |
|
|
|
| 4,853,163 |
|
|
|
| 16,293,397 |
|
|
|
| 13,256,769 |
|
Net Interest Income |
|
|
|
| 5,595,820 |
|
|
|
| 5,505,441 |
|
|
|
| 16,585,144 |
|
|
|
| 16,391,960 |
|
Provision for Loan Losses |
|
|
|
| 250,000 |
|
|
|
| 350,000 |
|
|
|
| 750,000 |
|
|
|
| 1,200,000 |
|
Net Interest Income after Provision for Loan Losses |
|
|
|
| 5,345,820 |
|
|
|
| 5,155,441 |
|
|
|
| 15,835,144 |
|
|
|
| 15,191,960 |
|
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|
|
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Other Income (losses) |
|
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|
|
|
|
|
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|
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|
|
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Service fees |
|
|
|
| 973,914 |
|
|
|
| 983,985 |
|
|
|
| 2,815,355 |
|
|
|
| 2,787,939 |
|
Investment security gains |
|
|
|
| - |
|
|
|
| 316,949 |
|
|
|
| 1,361 |
|
|
|
| 896,791 |
|
Investment security losses |
|
|
|
| - |
|
|
|
| (62,898 | ) |
|
|
| (42,052 | ) |
|
|
| (119,998 | ) |
Increase in cash surrender value of life insurance |
|
|
|
| 120,696 |
|
|
|
| 119,572 |
|
|
|
| 357,617 |
|
|
|
| 333,205 |
|
Debit card fees |
|
|
|
| 234,582 |
|
|
|
| 204,242 |
|
|
|
| 688,169 |
|
|
|
| 612,598 |
|
Trust fees |
|
|
|
| 123,395 |
|
|
|
| 98,009 |
|
|
|
| 381,909 |
|
|
|
| 300,649 |
|
Other income |
|
|
|
| 271,309 |
|
|
|
| 279,809 |
|
|
|
| 818,599 |
|
|
|
| 831,586 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income |
|
|
|
| 1,723,896 |
|
|
|
| 1,939,668 |
|
|
|
| 5,020,958 |
|
|
|
| 5,642,770 |
|
Other Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries |
|
|
|
| 1,591,615 |
|
|
|
| 1,578,087 |
|
|
|
| 4,766,406 |
|
|
|
| 4,711,455 |
|
Pension and other employee benefits |
|
|
|
| 694,761 |
|
|
|
| 640,470 |
|
|
|
| 1,981,627 |
|
|
|
| 1,743,542 |
|
Occupancy expense |
|
|
|
| 453,760 |
|
|
|
| 428,976 |
|
|
|
| 1,254,716 |
|
|
|
| 1,239,372 |
|
Data processing expense |
|
|
|
| 239,101 |
|
|
|
| 277,117 |
|
|
|
| 749,941 |
|
|
|
| 817,909 |
|
Pennsylvania shares tax |
|
|
|
| 157,534 |
|
|
|
| 164,355 |
|
|
|
| 478,017 |
|
|
|
| 479,494 |
|
Advertising expense |
|
|
|
| 118,370 |
|
|
|
| 117,915 |
|
|
|
| 409,972 |
|
|
|
| 285,311 |
|
Debit card expense |
|
|
|
| 152,457 |
|
|
|
| 149,855 |
|
|
|
| 449,872 |
|
|
|
| 433,043 |
|
Other expenses |
|
|
|
| 1,054,428 |
|
|
|
| 918,683 |
|
|
|
| 3,018,054 |
|
|
|
| 2,820,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses |
|
|
|
| 4,462,026 |
|
|
|
| 4,275,458 |
|
|
|
| 13,108,605 |
|
|
|
| 12,530,653 |
|
Income Before Income Taxes |
|
|
|
| 2,607,690 |
|
|
|
| 2,819,651 |
|
|
|
| 7,747,497 |
|
|
|
| 8,304,077 |
|
Provision for Income Taxes |
|
|
|
| 588,174 |
|
|
|
| 668,466 |
|
|
|
| 1,796,400 |
|
|
|
| 1,657,031 |
|
Net Income |
|
|
| $ | 2,019,516 |
|
|
| $ | 2,151,185 |
|
|
| $ | 5,951,097 |
|
|
| $ | 6,647,046 |
|
Basic Earnings per Share |
|
|
| $ | 0.34 |
|
|
| $ | 0.37 |
|
|
| $ | 1.01 |
|
|
| $ | 1.12 |
|
Diluted Earnings per Share |
|
|
| $ | 0.34 |
|
|
| $ | 0.36 |
|
|
| $ | 1.01 |
|
|
| $ | 1.12 |
|
Dividends per Share |
|
|
| $ | 0.25 |
|
|
| $ | 0.25 |
|
|
| $ | 0.75 |
|
|
| $ | 0.75 |
|
The accompanying notes are an integral part of these consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF CASH FLOWS
IBT BANCORP, INC. AND SUBSIDIARY
|
|
|
| Nine Months Ended September 30, |
|
|
| ||||||
|
|
|
| 2007 |
|
|
| 2006 |
|
|
| ||
|
|
|
| (unaudited) |
|
|
| ||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
| $ | 5,951,097 |
|
|
| $ | 6,647,046 |
|
|
|
Adjustments to reconcile net cash from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
| 540,000 |
|
|
|
| 612,000 |
|
|
|
Increase in cash surrender value of insurance |
|
|
|
| (357,617 | ) |
|
|
| (333,205 | ) |
|
|
Net accretion/amortization of premiums and discounts |
|
|
|
| (103,015 | ) |
|
|
| 313,781 |
|
|
|
Investment security losses (gains) |
|
|
|
| 40,691 |
|
|
|
| (776,793 | ) |
|
|
Provision for loan losses |
|
|
|
| 750,000 |
|
|
|
| 1,200,000 |
|
|
|
Stock options granted |
|
|
|
| 52,697 |
|
|
|
| 39,808 |
|
|
|
Increase (decrease) in cash due to changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
|
| 46,164 |
|
|
|
| (368,636 | ) |
|
|
Accrued interest and other liabilities |
|
|
|
| (235,451 | ) |
|
|
| 912,962 |
|
|
|
Net Cash From Operating Activities |
|
|
|
| 6,684,566 |
|
|
|
| 8,246,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
| 5,632,265 |
|
|
|
| 22,714,264 |
|
|
|
Proceeds from maturities of securities available for sale |
|
|
|
| 24,466,591 |
|
|
|
| 14,999,214 |
|
|
|
Purchase of securities available for sale |
|
|
|
| (48,530,880 | ) |
|
|
| (47,715,554 | ) |
|
|
Net increase in loans |
|
|
|
| (14,312,080 | ) |
|
|
| (23,336,684 | ) |
|
|
Purchases of premises and equipment |
|
|
|
| (470,152 | ) |
|
|
| (369,136 | ) |
|
|
Proceeds from sales of Federal Home Loan Bank stock |
|
|
|
| 3,700,200 |
|
|
|
| 4,755,300 |
|
|
|
Purchase of Federal Home Loan Bank stock |
|
|
|
| (3,631,700 | ) |
|
|
| (4,517,100 | ) |
|
|
Net Cash Used By Investing Activities |
|
|
|
| (33,145,756 | ) |
|
|
| (33,469,696 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in deposits |
|
|
|
| 8,036,335 |
|
|
|
| 28,233,579 |
|
|
|
Net increase in securities sold under repurchase agreements |
|
|
|
| 30,411,046 |
|
|
|
| 20,486,009 |
|
|
|
Dividends paid |
|
|
|
| (4,404,626 | ) |
|
|
| (4,425,730 | ) |
|
|
Proceeds from FHLB advances |
|
|
|
| 321,272,600 |
|
|
|
| 12,000,000 |
|
|
|
Repayment of FHLB advances |
|
|
|
| (326,926,289 | ) |
|
|
| (10,741,603 | ) |
|
|
Federal funds purchased |
|
|
|
| - |
|
|
|
| (12,468,000 | ) |
|
|
Exercised stock options |
|
|
|
| (28,135 | ) |
|
|
| (97,434 | ) |
|
|
Purchase of treasury stock |
|
|
|
| (565,973 | ) |
|
|
| (640,150 | ) |
|
|
Sale of treasury stock |
|
|
|
| - |
|
|
|
| 95,624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash From Financing Activities |
|
|
|
| 27,794,958 |
|
|
|
| 32,442,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Change in Cash and Cash Equivalents |
|
|
|
| 1,333,768 |
|
|
|
| 7,219,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at Beginning of Period |
|
|
|
| 19,954,648 |
|
|
|
| 15,499,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at End of Period |
|
|
| $ | 21,288,416 |
|
|
| $ | 22,719,502 |
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
IBT BANCORP, INC. AND SUBSIDIARY
Period Ended September 30, 2007
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 and 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 and nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ended December 31, 2007 or any future interim period. The interim financial statements should be read in conjunction with the financial statements and footnotes thereto included in the IBT Bancorp, Inc. and subsidiary Annual Report on Form 10-K for the year ended December 31, 2006.
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 5,858,265 and 5,873,975 for the three and nine months ended September 30, 2007 and 5,885,132 and 5,900,132 for the three and nine months ended September 30, 2006. The outstanding shares for the three and nine months ended September 30, 2006 have been restated for the 100% stock dividend paid on November 16, 2006.
NOTE C – COMPREHENSIVE INCOME
Total comprehensive income for the three months ended September 30, 2007 and 2006 was $3,905,416 and $4,388,272, respectively and for the nine months ended September 30, 2007 and 2006 was $5,250,476 and $6,465,424, respectively.
NOTE D – INVESTMENT SECURITIES
Investment securities available for sale consist of the following:
|
|
|
| September 30, 2007 |
| ||||||||||||||||
|
|
|
|
|
|
|
| Gross |
|
|
| Gross |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of U.S. Government Agencies |
|
|
| $ | 104,149,333 |
|
|
| $ | 632,989 |
|
|
| $ | (633,277 | ) |
|
| $ | 104,149,045 |
|
Obligations of State and political sub-divisions |
|
|
|
| 62,812,857 |
|
|
|
| 857,036 |
|
|
|
| (492,118 | ) |
|
|
| 63,177,775 |
|
Mortgage-backed securities |
|
|
|
| 72,600,914 |
|
|
|
| 12,481 |
|
|
|
| (1,506,493 | ) |
|
|
| 71,106,902 |
|
Other securities |
|
|
|
| 47,358 |
|
|
|
| - |
|
|
|
| (2 | ) |
|
|
| 47,356 |
|
Equity securities |
|
|
|
| 250,220 |
|
|
|
| 1,474 |
|
|
|
| (39,517 | ) |
|
|
| 212,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 239,860,682 |
|
|
| $ | 1,503,980 |
|
|
| $ | (2,671,407 | ) |
|
| $ | 238,693,255 |
|
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
IBT BANCORP, INC. AND SUBSIDIARY
Period Ended September 30, 2007
NOTE E – RECENT ACCOUNTING PRONOUNCEMENTS
In February 2007, the FASB issued Statement No. 159 the Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB 115. FASB No. 159 permits entities to choose to measure certain financial instruments at fair value. It was developed to improve financial reporting by reducing the volatility pertaining to the measurement of assets and liabilities without having to apply complex hedge accounting guidance. This statement is expected to expand the use of fair value measurement, which is consistent with FASB’s long-term measurement objectives for accounting for financial instruments. This statement is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FAS No. 157, Fair Value Measurements. The Company is evaluating the effects of this statement on its financial statements and has not elected to adopt early.
6
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”, “anticipates”, “contemplates”, “expects”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which include changes in interest rates, risks associated with the effect of opening new branches, the ability to control costs and expenses, and general economic conditions. IBT Bancorp, Inc. undertakes no obligation to update those forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
GENERAL
IBT Bancorp, Inc. is a bank holding company headquartered in Irwin, Pennsylvania, which provides a full range of commercial and retail banking services through its wholly owned banking subsidiary, Irwin Bank (collectively, the “Company”). In the fall of 2006, the Company began a branding and market research initiative. As a result of this on-going endeavor, in February 2007, the Company developed a new logo for its banking subsidiary and shortened its name to “Irwin Bank”. The Company’s stock is traded on the American Stock Exchange under the symbol IRW. All historical per share amounts have been restated for the 100% stock dividend paid on November 16, 2006.
FINANCIAL CONDITION
At September 30, 2007 total assets increased $32.8 million to $773.8 million from $741.0 million at December 31, 2006. The asset growth was primarily due to increases in securities available for sale of $17.5 million and in net loans of $13.0 million.
At September 30, 2007, securities available for sale increased $17.5 million to $238.7 million from $221.2 million at December 31, 2006. This change was primarily due to increases in U.S. government agencies of $8.8 million and mortgage-backed securities of $10.1 million offset by net a decrease of $1.4 million in obligations of state and political sub-divisions. The Company evaluates the available-for-sale investment portfolio on an on-going basis to maximize yield, within board-approved risk thresholds, making purchasing and selling decisions accordingly.
Net loans at September 30, 2007 reached $480.7 million, a $13.0 million increase over the reported total of $467.7 million at December 31, 2006. Loan growth was concentrated in real estate secured mortgage and commercial loans, which increased $11.2 million and consumer installment loans, which increased $1.6 million. These increases were partially offset by decreases in consumer lines of credit and municipal loans of $1.2 million and $1.8 million, respectively. In June 2007, approximately $3.0 million in real estate secured commercial mortgages, previously included in non-performing accruing loans contractually past due 90 days or more, were transferred to non accrual status. The Company believes that these loans are sufficiently collateralized and does not anticipate any future losses.
7
At September 30, 2007, total liabilities increased $32.5 million to $710.9 million from $678.4 million at December 31, 2006. The changes in total liabilities were primarily due to increases in total deposits and repurchase agreements of $8.0 million and $30.4 million, respectively, offset by a $5.6 million decrease in FHLB advances.
Repurchase agreements increased $30.4 million to $57.8 million at September 30, 2007, from $27.4 million at December 31, 2006 as a result of an increase in customers with sweep arrangements as well as existing customers maintaining higher balances. The Company offers its corporate customers sweep accounts where unused deposit balances are swept into an overnight repurchase agreement yielding market rates.
FHLB advance totals dropped $5.6 million to $66.8 million at September 30, 2007, from $72.4 million at December 31, 2006. The decrease is due to the contractual maturity of $10.0 million in advances and principal payments on amortizing advances of $1.2 million. These decreases were offset by an increase of $5.6 million in the Company’s open line of credit, which is primarily used to meet daily liquidity needs.
Non-interest bearing deposit accounts decreased $1.3 million to $84.3 million at September 30, 2007, from $85.6 million at December 31, 2006. This change is attributed to normal fluctuations, which arise due to the timing of month-end pension and social security deposits.
Interest-bearing deposits increased $9.3 million to $496.2 million at September 30, 2007, from $486.9 million at December 31, 2006. The change was primarily due to increases in certificates of deposits and money market accounts of $9.0 million and $5.8 million, respectively. Offsetting the increases were decreases in savings and interest-bearing checking accounts of $3.6 million and $1.9 million, respectively. The competitive market rates paid on the certificate of deposit and money market accounts have contributed to the growth in these accounts.
At September 30, 2007, total stockholders’ equity increased $304,000 to $62.9 million from $62.6 million at December 31, 2006. The change was primarily due to net income of $6.0 million partially offset by an increase in accumulated other comprehensive loss (net of deferred income taxes) of $701,000, dividends paid of $4.4 million, and treasury stock purchased of $566,000. Accumulated other comprehensive loss increased as a result of changes in the net unrealized gains/losses on securities available for sale. Because of the effect of interest rate volatility on unrealized gains/losses on securities available for sale, 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 September 30, 2007 decreased $131,000 to $2,020,000, or $.34 diluted earnings per share from $2,151,000, or $.36 diluted earnings per share, for the comparable three-month period in 2006. Net income for the nine months ended September 30, 2007 decreased $696,000 to $5,951,000 or $1.01 diluted earnings per share from $6,647,000, or $1.12 diluted earnings per share, for the comparable nine month period in 2006. The decrease for the three and nine months ended September 30, 2007 was primarily the result of a decrease in other income due mainly to a decrease in investment security gains, and an increase in other expense, which offset an improvement in net interest income.
8
Net interest income. Net interest income increased $91,000 to $5,596,000 for the three months ended September 30, 2007 compared to $5,505,000 for the three months ended September 30, 2006. Interest income increased 8.9% over the comparable 2006 quarter but was substantially offset by an increase in interest expense of 17.2%. This was due to rates paid for deposits increasing at a faster rate than rates charged for loans. As a result, the Company’s net interest spread tightened to 2.56% from 2.71% in the prior year period and its net interest margin narrowed to 3.11% from 3.24%. Net interest income increased $193,000 to $16,585,000 for the nine months ended September 30, 2007 compared to $16,392,000 for the nine months ended September 30, 2006. Despite the net interest income increase, the net interest spread narrowed to 2.56% from 2.76% for the comparable period in 2006 and the net interest margin tightened to 3.12% from 3.27%. The compression of the spread and margin reflect the current relatively flat yield curve environment in which short-term rates (off which we price our deposits) are the same as or slightly lower than long-term rates (off which we price our loans.)
Interest income. Interest income for the three months ended September 30, 2007 increased $924,000 to $11,283,000 from $10,359,000 for the comparable three-month period in 2006. The average balance of interest earning assets increased $39.7 million for the three months ended September 30, 2007, to $718.6 million from $678.9 million for the comparable period in 2006. The yield on these assets increased 18 basis points to 6.28%, for the three months ended September 30, 2007 from 6.10% for the comparable period in 2006. Interest income for the nine months ended September 30, 2007 increased $3,230,000 to $32,879,000 from $29,649,000 for the comparable nine month period in 2006. This change was supported by a $40.2 million increase in the average balance of interest earning assets and a 27 basis point increase in the yield, which reached 6.19% from 5.92% for the comparable period in 2006. See “Average Balance Sheet and Rate/Volume Analysis”.
Interest expense. Interest expense for the three months ended September 30, 2007 increased $834,000 to $5,687,000 from $4,853,000 for the comparable period in 2006. The change in interest expense was primarily attributed to the average cost of funds increasing 33 basis points to 3.72% for the three months ended September 30, 2007 from 3.39% for the comparable period in 2006, coupled with an increase of $39.2 million in the average balance of interest-bearing liabilities to $611.1 million from $571.9 million for the comparable period in 2006. Interest expense for the nine months ended September 30, 2007 increased $3,036,000 to $16,293,000 from $13,257,000 for the comparable period in 2006. This change was primarily the result of a 47 basis point increase in the average cost of funds to 3.63% from 3.16% for the comparable period in 2006 and a $38.1 million increase in the average balance of interest-bearing liabilities. See “Average Balance Sheet and Rate/Volume Analysis”.
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.
|
|
|
| Three Months Ended September 30, |
|
|
| Three Months Ended September 30, |
| ||||||||||||
|
|
|
| 2007 |
|
|
| 2006 |
| ||||||||||||
|
|
|
| Average |
|
|
| Average |
|
|
| Average |
|
|
| Average |
| ||||
|
|
|
| (Dollars In Thousands) |
| ||||||||||||||||
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable(1) |
|
|
| $ | 481,917 |
| $ | 8,328 |
| 6.91 | % |
|
| $ | 466,203 |
| $ | 7,889 |
| 6.77 | % |
Investment securities available for sale (2) |
|
|
|
| 236,460 |
|
| 2,952 |
| 4.99 | % |
|
|
| 212,563 |
|
| 2,467 |
| 4.64 | % |
Federal funds sold |
|
|
|
| 195 |
|
| 3 |
| 6.15 | % |
|
|
| 100 |
|
| 2 |
| 8.57 | % |
Total interest-earning assets |
|
|
|
| 718,572 |
|
| 11,283 |
| 6.28 | % |
|
|
| 678,866 |
|
| 10,358 |
| 6.10 | % |
Non-interest-earning assets (3) |
|
|
|
| 42,019 |
|
|
|
|
|
|
|
|
| 40,373 |
|
|
|
|
|
|
Total assets |
|
|
| $ | 760,591 |
|
|
|
|
|
|
|
| $ | 719,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market accounts |
|
|
| $ | 60,567 |
| $ | 470 |
| 3.11 | % |
|
| $ | 50,183 |
| $ | 342 |
| 2.73 | % |
Certificates of Deposit |
|
|
|
| 305,343 |
|
| 3,622 |
| 4.76 | % |
|
|
| 277,488 |
|
| 2,998 |
| 4.32 | % |
Other liabilities (4) |
|
|
|
| 245,151 |
|
| 1,595 |
| 2.60 | % |
|
|
| 244,230 |
|
| 1,513 |
| 2.48 | % |
Total interest-bearing liabilities |
|
|
|
| 611,061 |
|
| 5,687 |
| 3.72 | % |
|
|
| 571,901 |
|
| 4,853 |
| 3.39 | % |
Non-interest-bearing liabilities (3) |
|
|
|
| 89,288 |
|
|
|
|
|
|
|
|
| 87,760 |
|
|
|
|
|
|
Total liabilities |
|
|
|
| 700,349 |
|
|
|
|
|
|
|
|
| 659,661 |
|
|
|
|
|
|
Stockholders’ equity (5) |
|
|
|
| 60,242 |
|
|
|
|
|
|
|
|
| 59,578 |
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
|
|
| $ | 760,591 |
|
|
|
|
|
|
|
| $ | 719,239 |
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
| $ | 5,596 |
|
|
|
|
|
|
|
| $ | 5,505 |
|
|
|
Interest rate spread (6) |
|
|
|
|
|
|
|
|
| 2.56 | % |
|
|
|
|
|
|
|
| 2.71 | % |
Net interest margin (7) |
|
|
|
|
|
|
|
|
| 3.11 | % |
|
|
|
|
|
|
|
| 3.24 | % |
Ratio of average interest-earning assets to average interest-bearing liabilities |
|
|
|
|
|
|
|
|
| 117.59 | % |
|
|
|
|
|
|
|
| 118.70 | % |
(1) | Average balances include non-accrual loans, and are net of deferred loan fees. |
(2) | Includes investment securities, interest-bearing deposits in other financial institutions and FHLB stock. |
(3) | Includes net deferred income taxes in excess of deferred tax benefits on AFS securities (SFAS 115), stock options (SFAS 123/148) and deferred fees (SFAS 109). |
(4) | Includes other interest bearing checking accounts, FHLB advances and Federal funds purchased, and repurchase agreements. |
(5) | Includes capital stock, surplus and unrealized holding gains on SFAS 115 AFS securities. |
(6) | Interest-rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. |
(7) | Net interest margin represents net interest income as a percentage of average interest earning assets. |
10
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.
|
|
|
| Nine Months Ended September 30, |
|
|
| Nine Months Ended September 30, |
| |||||||||||||
|
|
|
| 2007 |
|
|
| 2006 |
| |||||||||||||
|
|
|
| Average |
|
|
| Average |
|
|
| Average |
|
|
| Average |
| |||||
|
|
|
| (Dollars In Thousands) |
| |||||||||||||||||
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Loans receivable (1) |
|
|
| $ | 476,334 |
| $ | 24,404 |
| 6.83 | % |
|
| $ | 458,683 |
| $ | 22,596 |
| 6.57 | % | |
Investment securities (2) |
|
|
|
| 231,543 |
|
| 8,464 |
| 4.87 | % |
|
|
| 208,348 |
|
| 7,021 |
| 4.49 | % | |
Federal funds sold |
|
|
|
| 215 |
|
| 10 |
| 6.20 | % |
|
|
| 852 |
|
| 32 |
| 4.97 | % | |
Total interest-earning assets |
|
|
|
| 708,092 |
|
| 32,878 |
| 6.19 | % |
|
|
| 667,883 |
|
| 29,649 |
| 5.92 | % | |
Non-interest-earning assets (3) |
|
|
|
| 41,096 |
|
|
|
|
|
|
|
|
| 39,445 |
|
|
|
|
|
| |
Total assets |
|
|
| $ | 749,188 |
|
|
|
|
|
|
|
| $ | 707,328 |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Money market accounts |
|
|
| $ | 59,057 |
| $ | 1,350 |
| 3.05 | % |
|
| $ | 52,730 |
| $ | 951 |
| 2.40 | % | |
Certificates of Deposit |
|
|
|
| 303,789 |
|
| 10,625 |
| 4.66 | % |
|
|
| 265,666 |
|
| 8,015 |
| 4.02 | % | |
Other liabilities (4) |
|
|
|
| 235,825 |
|
| 4,318 |
| 2.44 | % |
|
|
| 242,153 |
|
| 4,291 |
| 2.36 | % | |
Total interest-bearing liabilities |
|
|
|
| 598,671 |
|
| 16,293 |
| 3.63 | % |
|
|
| 560,549 |
|
| 13,257 |
| 3.16 | % | |
Non-interest-bearing liabilities (3) |
|
|
|
| 89,363 |
|
|
|
|
|
|
|
|
| 86,206 |
|
|
|
|
|
| |
Total liabilities |
|
|
|
| 688,034 |
|
|
|
|
|
|
|
|
| 646,755 |
|
|
|
|
|
| |
Stockholders’ equity (5) |
|
|
|
| 61,154 |
|
|
|
|
|
|
|
|
| 60,573 |
|
|
|
|
|
| |
Total liabilities and stockholders’ equity |
|
|
| $ | 749,188 |
|
|
|
|
|
|
|
| $ | 707,328 |
|
|
|
|
|
| |
Net interest income |
|
|
|
|
|
| $ | 16,585 |
|
|
|
|
|
|
|
| $ | 16,392 |
|
|
| |
Interest rate spread (6) |
|
|
|
|
|
|
|
|
| 2.56 | % |
|
|
|
|
|
|
|
| 2.76 | % | |
Net interest margin (7) |
|
|
|
|
|
|
|
|
| 3.12 | % |
|
|
|
|
|
|
|
| 3.27 | % | |
Ratio of average interest-earning assets to average interest-bearing liabilities |
|
|
|
|
|
|
|
|
| 118.28 | % |
|
|
|
|
|
|
|
| 119.15 | % | |
(1) | Average balances include non-accrual loans, and are net of deferred loan fees. |
(2) | Includes investment securities, interest-bearing deposits in other financial institutions and FHLB stock. |
(3) | Includes net deferred income taxes in excess of deferred tax benefits on AFS securities (SFAS 115), stock options (SFAS 123/148) and deferred fees (SFAS 109). |
(4) | Includes other interest bearing checking accounts, FHLB advances and Federal funds purchased, and repurchase agreements. |
(5) | Includes capital stock, surplus and unrealized holding gains on SFAS 115 AFS securities. |
(6) | Interest-rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. |
(7) | Net interest margin represents net interest income as a percentage of average interest earning assets. |
11
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 September 30, |
|
|
| Nine Month Period Ended September 30, |
| ||||||||||||||
|
|
|
| 2007 vs. 2006 |
|
|
| 2007 vs. 2006 |
| ||||||||||||||
|
|
|
| Increase (Decrease) |
|
|
| Increase (Decrease) |
| ||||||||||||||
|
|
|
| Due to |
|
|
| Due to |
| ||||||||||||||
|
|
|
| Volume |
| Rate |
| Net |
|
|
| Volume |
| Rate |
| Net |
| ||||||
|
|
|
| (Dollars In Thousands) |
| ||||||||||||||||||
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Loans receivable |
|
|
| $ | 266 |
| $ | 173 |
| $ | 439 |
|
|
| $ | 870 |
| $ | 938 |
| $ | 1,808 |
|
Investment securities available for sale |
|
|
|
| 277 |
|
| 208 |
|
| 485 |
|
|
|
| 781 |
|
| 662 |
|
| 1,443 |
|
Other interest earning assets |
|
|
|
| 2 |
|
| (1 | ) |
| 1 |
|
|
|
| (23 | ) |
| 1 |
|
| (22 | ) |
Total interest-earning assets |
|
|
|
| 545 |
|
| 380 |
|
| 925 |
|
|
|
| 1,628 |
|
| 1,601 |
|
| 3,229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market accounts |
|
|
|
| 71 |
|
| 57 |
|
| 128 |
|
|
|
| 114 |
|
| 285 |
|
| 399 |
|
Certificates of deposit |
|
|
|
| 301 |
|
| 323 |
|
| 624 |
|
|
|
| 1,150 |
|
| 1,460 |
|
| 2,610 |
|
Other liabilities |
|
|
|
| 5 |
|
| 77 |
|
| 82 |
|
|
|
| (112 | ) |
| 139 |
|
| 27 |
|
Total interest-bearing liabilities |
|
|
|
| 377 |
|
| 457 |
|
| 834 |
|
|
|
| 1,152 |
|
| 1,884 |
|
| 3,036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in net interest income |
|
|
| $ | 168 |
| $ | (77 | ) | $ | 91 |
|
|
| $ | 476 |
| $ | (283 | ) | $ | 193 |
|
Provision for loan losses. For the three and nine months ended September 30, 2007, $250,000 and $750,000 were taken as a provision for loan losses compared to $350,000 and $1,200,000 for the comparable periods in 2006. At September 30, 2007, the allowance for loan losses equaled 1.11% of gross loans outstanding compared to .97% at September 30, 2006. Net charge-offs as a percentage of average loans for the three and nine month period ended September 30, 2007 were .02% and .04%, respectively, compared to .05% and .03% for the comparable periods in 2006.
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:
| • | Historical experience |
| • | Volume |
| • | Type of lending conducted by the Bank |
| • | Industry standards |
| • | The level and status of past due and non-performing loans |
| • | The general economic conditions in the Bank’s lending area; and |
| • | Other factors affecting the collectability of the loans in the portfolio |
12
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. Watch and classified loans are allocated additional reserves.
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.
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 September 30, 2007 decreased $216,000 to $1,724,000 from $1,940,000 for the comparable three-month period in 2006. The decrease in other income for the three months ended September 30, 2007 was primarily due to a decrease in net investment security gains of $254,000. This decrease was partially offset by increases in debit card and trust fees of $30,000 and $25,000, respectively. Total other income for the nine months ended September 30, 2007 decreased $622,000 to $5,021,000 from $5,643,000 for the comparable nine-month period in 2006. This change was primarily due to a decrease in net investment security gains of $817,000 offset by increases in debit card and trust fees of $76,000 and $81,000, respectively. Income from debit card fees rose due to a growing deposit base and increased transactions from the comparable periods in 2006. Growth in the Trust Department’s assets under management contributed to the increase in fees collected from the comparable periods in 2006.
Other expenses. Total other expense for the three-month period ended September 30, 2007 increased $187,000 to $4,462,000 from $4,275,000 for the comparable three-month period in 2006. Increases in other expenses and pension and other employee benefits of $136,000 and $54,000, respectively, were partially offset by a decrease in data processing costs of $38,000. Total other expense for the nine-month period ended September 30, 2007 increased $578,000 to $13,109,000 from $12,531,000 for the comparable nine-month period in 2006. Increases in pension and other employee benefits, other expenses, and advertising of $238,000, $198,000, and $125,000, respectively, were offset by a decrease in data processing costs of $68,000. Increases, for the three and nine month period ended September 30, 2007, in employee benefits are related to a rise in health care costs while other expenses rose due primarily to increases in losses due to check fraud, legal fees related to loan collection, and various services the Company subscribes to with third party vendors. Advertising costs, for the nine months ended September 30, 2007, increased due to expenses related to the Company’s new logo and marketing campaign. A decrease in data processing costs is attributed to a new contract the Company signed with its core data processor.
13
Provision for income taxes. Income taxes, for the three months ended September 30, 2007, decreased $80,000 to $588,000 from $668,000 for the comparable period in 2006. The effective tax rate decreased to 22.6% for the three month period ended September 30, 2007, compared to 23.7% for the comparable period in 2006. Income taxes for the nine months ended September 30, 2007, increased $139,000 to $1,796,000 from $1,657,000 for the comparable period in 2006. The effective tax rate increased to 23.1% for the nine month period ended September 30, 2007, compared to 20.0% for the comparable period in 2006. The increase is primarily related to securities written down in December 2004 and sold in 2006. The gain realized in 2006 was not subject to federal taxation.
There were no significant changes for the three and nine months ended September 30, 2007 from the information presented in the Annual Report on Form 10K, under the caption Market Risk, for the year ended December 31, 2006.
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.
14
PART II. OTHER INFORMATION
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.
There have been no material changes from the risk factors as previously disclosed in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006.
| (a) | Unregistered Sales of Equity Securities. Not Applicable |
| (b) | Use of Proceeds. Not Applicable |
| (c) | Issuer Purchases of Equity Securities. |
Period |
|
(a) Total Number Of Shares (or Units) Purchased |
|
(b) Average Price Paid per Share (or Unit) |
| (c) Total Number Of Shares (or Units) Purchased as Part Of Publicly Announced Plans or Programs* |
| (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
July 1 through 31
|
|
27,716 |
|
$18.98 |
|
111,795 |
|
39,305 |
August 1 through 31
|
|
400 |
|
$17.95 |
|
112,195 |
|
38,905 |
September 1 through 30
|
|
-- |
|
-- |
|
-- |
|
-- |
Total
|
|
28,116 |
|
$18.97 |
|
112,195 |
|
38,905 |
* | On November 18, 1999, the Registrant announced a stock repurchase plan for up to 151,100 shares. |
15
Not applicable.
Not applicable.
Not applicable
16
The following exhibits are either filed with or incorporated by reference in this Quarterly Report on Form 10-Q:
| 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 | Death Benefit Only Deferred Compensation Plan For Bank Directors effective as of January 1, 1990*** | |||
10.3 | Retirement and Death Benefit Deferred Compensation Plan For Bank Directors effective as of January 1, 1990*** | |||
10.4 | 2000 Stock Option Plan**** | |||
10.5 | Irwin Bank & Trust Company Supplemental Pension Plan ***** | |||
10.6 | Medical Insurance Continuation Agreement with Charles G. Urtin ****** | |||
10.7 | Directors Change in Control Severance 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 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 September 29, 2000. | |||
***** | Incorporated by reference to identically numbered exhibit to Registrant’s Annual Report on Form 10-K for fiscal year ended December 31, 2004. | |||
****** | Incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed March 6, 2006. | |||
******* | Incorporated by reference to the identically numbered exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007. | |||
17
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
| IBT BANCORP, INC. | |
Date: November 5, 2007 |
|
By: |
/s/ Charles G. Urtin |
|
|
| Charles G. Urtin President, Chief Executive Officer (Duly authorized officer) |
Date: November 5, 2007 |
|
By: |
/s/ Raymond G. Suchta |
|
|
| Raymond G. Suchta Chief Financial Officer (Principal Financial Officer) |
18