1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2000 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to --------------------- ------------------------- Commission File Number: 0-18415 -------------------------------------------------------- IBT Bancorp, Inc. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Michigan 38-2830092 - ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 200 East Broadway 48858 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (517) 772-9471 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) N/A - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock No par value, 2,985,084 as of April 30, 2000 --------------------------------------------------------- 2 IBT BANCORP, INC. Index to Form 10-Q Part I Financial Information Page Numbers Item 1 Consolidated Financial Statements 3-8 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 9-15 Item 3 Quantitative and Qualitative 16-17 Disclosures About Market Risk Part II Other Information Item 6 Exhibits and Reports on Form 8-K 18 Signatures 19 Exhibit Index 20 2 3 ITEM I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - ----------------------------- IBT BANCORP, INC. CONSOLIDATED BALANCE SHEETS (in thousands) March 31 December 31 2000 1999 ---- ---- (Unaudited) ASSETS Cash and demand deposits due from banks $ 15,519 $ 17,610 Federal funds sold --- --- --------- ---------- TOTAL CASH AND CASH EQUIVALENTS 15,519 17,610 Investment securities Securities available for sale (Amortized cost of $82,199 in 2000 and $84,363 in 1999) 80,737 82,828 Securities held to maturity (Fair value -- $6,737 in 2000 and $6,813 in 1999) 6,772 6,822 --------- ---------- TOTAL INVESTMENT SECURITIES 87,509 89,650 Loans Commercial and agricultural 48,111 48,156 Real estate mortgage 190,560 188,016 Installment 41,389 40,550 --------- ---------- TOTAL LOANS 280,060 276,722 Less allowance for loan losses 3,336 3,210 --------- ---------- NET LOANS 276,724 273,512 Other assets 21,358 21,246 --------- ---------- TOTAL ASSETS $ 401,110 $ 402,018 ========= ========== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits Noninterest bearing $ 43,289 $ 49,203 NOW accounts 56,368 54,628 Certificates of deposit and other savings 229,703 226,794 Certificates of deposit over $100,000 27,667 25,010 --------- ---------- TOTAL DEPOSITS 357,027 355,635 Federal funds purchased 2,000 5,000 Accrued interest and other liabilities 4,479 4,705 --------- ---------- TOTAL LIABILITIES 363,506 365,340 Shareholders' Equity Common stock -- No par value 4,000,000 shares authorized; outstanding-- 2,985,083 in 2000 (2,976,436 in 1999) 25,894 25,739 Retained earnings 12,675 11,952 Accumulated other comprehensive loss (965) (1,013) --------- ---------- TOTAL SHAREHOLDERS' EQUITY 37,604 36,678 --------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 401,110 $ 402,108 ========= ========== See notes to consolidated financial statements. 3 4 IBT BANCORP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) (dollars in thousands) Three Months Ended March 31 ------------------- 2000 1999 ---- ---- NUMBER OF SHARES OF COMMON STOCK OUTSTANDING Balance at beginning of period 2,976,307 2,909,191 Issuance of common stock 8,776 7,164 --------- --------- BALANCE END OF PERIOD 2,985,083 2,916,355 ========= ========= COMMON STOCK Balance at beginning of period $ 25,739 $ 24,184 Issuance of common stock 155 146 --------- --------- BALANCE END OF PERIOD 25,894 24,330 RETAINED EARNINGS Balance at beginning of period 11,952 9,369 Net income 996 993 Cash dividends ($0.09 per share in 2000 and $0.08 in 1999) (273) (229) --------- --------- BALANCE END OF PERIOD 12,675 10,133 ACCUMULATED OTHER COMPREHENSIVE (LOSS)INCOME Balance at beginning of period (1,013) 970 Other comprehensive income(loss) 48 (419) --------- --------- BALANCE END OF PERIOD (965) 551 TOTAL SHAREHOLDERS EQUITY END OF PERIOD $ 37,604 $ 35,014 ========= ========= See notes to consolidated financial statements. 4 5 IBT BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (in thousands) Three Months Ended March 31 -------- 2000 1999 ---- ---- INTEREST INCOME Loans, including fees $5,740 $5,212 Investment securities Taxable 952 1,141 Nontaxable 289 229 Federal funds sold 40 148 ------ ------ TOTAL INTEREST INCOME 7,021 6,730 INTEREST EXPENSE Deposits 3,275 3,182 Federal funds purchased 19 -- ------ ------ TOTAL INTEREST EXPENSE 3,294 3,182 ------ ------ NET INTEREST INCOME 3,727 3,548 Provision for loan losses 50 94 ------ ------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,677 3,454 NONINTEREST INCOME Trust fees 114 113 Service charges on deposit accounts 69 85 Other service charges and fees 357 289 Title insurance revenue 211 186 Other 143 130 Gain on sale of mortgage loans 16 108 Net realized gain on securities available for sale --- 1 ------ ------ TOTAL NONINTEREST INCOME 910 912 NONINTEREST EXPENSES Salaries, wages and employee benefits 1,749 1,613 Occupancy 218 205 Furniture and equipment 342 301 Other 938 888 ------ ------ TOTAL NONINTEREST EXPENSES 3,247 3,007 INCOME BEFORE FEDERAL INCOME TAXES 1,340 1,359 Federal income taxes 344 366 ------ ------ NET INCOME $ 996 $ 993 ====== ====== Net income per share on common stock $ 0.33 $ 0.34 ====== ====== Cash dividends per share $ 0.09 $ 0.08 ====== ====== See notes to consolidated financial statements. 5 6 IBT BANCORP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (dollars in thousands) Three Months Ended March 31 -------- 2000 1999 ---- ---- NET INCOME $ 996 $ 993 Other comprehensive income (loss) before income taxes Unrealized gains (losses) on securities available for sale Unrealized holding gains (losses) arising during period 72 (634) Reclassification adjustment for realized gains included in net income -- (1) ------ ------ Total comprehensive income (loss) before income taxes 72 (635) Income tax expense (benefit) related to comprehensive income (loss) 24 (216) ------ ------ OTHER COMPREHENSIVE INCOME (LOSS) NET OF INCOME TAXES 48 (419) ------ ------ TOTAL COMPREHENSIVE INCOME $1,044 $ 574 ====== ====== See notes to consolidated financial statements. 6 7 IBT BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) Three Months Ended March 31 2000 1999 ---- ---- OPERATING ACTIVITIES Interest and fees collected on loans and investments $ 7,108 $ 6,512 Other fees received 929 833 Interest paid (3,251) (3,183) Cash paid to suppliers and employees (3,874) (2,914) Decrease in loans originated for sale 175 1,385 Federal income taxes paid -- (220) -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 1,087 2,413 INVESTING ACTIVITIES Activity in available for sale securities Maturities, calls, and sales 3,239 7,005 Purchases (1,080) (11,888) Activity in held to maturity securities Maturities, calls, and sales -- 192 Purchases -- -- Net increase in loans (3,437) (2,031) Purchases of equipment and premises (174) (211) -------- -------- NET CASH USED IN INVESTING ACTIVITIES (1,452) (6,933) FINANCING ACTIVITIES Net decrease in noninterest bearing deposits (5,914) (5,528) Net increase (decrease) in interest bearing deposits 7,306 (577) Net decrease in federal funds borrowed (3,000) -- Cash dividends paid (273) (229) Proceeds from issuance of common stock 155 146 -------- -------- NET CASH USED IN FINANCING ACTIVITIES (1,726) (6,188) -------- -------- DECREASE IN CASH AND CASH EQUIVALENTS (2,091) (10,708) Cash and cash equivalents at beginning of period 17,610 30,497 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 15,519 $ 19,789 ======== ======== See notes to consolidated financial statements. 7 8 IBT BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2000 are not necessarily indicative of the results that may be expected for the year ended December 31, 2000. For further information, refer to the consolidated financial statements and footnotes thereto included in the Corporation's annual report for the year ended December 31, 1999. NOTE 2 COMPUTATION OF EARNINGS PER SHARE The net income per share amounts are based on the weighted average number of common shares outstanding. All share and per share amounts have been adjusted for the 3.3 for 1 stock split declared on December 14, 1999 and paid February 18, 2000. The weighted number of common shares outstanding were 2,980,169 as of March 31, 2000, and 2,909,933 as of March 31, 1999. The Corporation has no common stock equivalents and, accordingly, presents only basic earnings per share. NOTE 3 ACQUISITION On April 7, 2000 IBT Bancorp ("IBT")and FSB Bancorp ("FSB") signed a Definitive Agreement to combine companies. IBT is the holding company for Isabella Bank and Trust and FSB is the holding company for Farmers State Bank. The transaction will involve FSB merging with and into IBT and Farmers State Bank becoming a wholly owned subsidiary of IBT. The merger will be accounted for a "pooling of interest", and is subject to regulatory and FSB Shareholder approval. 8 9 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ------------------------------------------------------------------------------- The following is management's discussion and analysis of the major factors that influenced IBT Bancorp's financial performance. This analysis should be read in conjunction with the Corporation's 1999 annual report and with the unaudited financial statements and notes, as set forth on pages 3 through 8 of this report. THREE MONTHS ENDING MARCH 31, 2000 AND 1999 RESULTS OF OPERATIONS Net income equaled $996,000 for the three month period ended March 31, 2000, compared to $993,000 for the same period in 1999. Return on average assets, which measures the ability of the Corporation to profitably and efficiently employ its resources, equaled 0.99% for the first three months of 2000 and 1.02% for 1999. Return on average equity, which indicates how effectively the Corporation is able to generate earnings on shareholder invested capital, equaled 10.46% through March 31, 2000 versus 11.81% for the same period in 1999. SUMMARY OF SELECTED FINANCIAL DATA - -------------------------------------------- (Dollars in thousands except per share data) March 31 ----------------- 2000 1999 ---- ---- INCOME STATEMENT DATA Net interest income $ 3,727 $ 3,548 Provision for loan losses 50 94 Net income 996 993 PER SHARE DATA Net income $ 0.33 $ 0.34 Cash dividend 0.09 0.08 RATIOS Average primary capital to average assets 10.22% 9.38% Net income to average assets 0.99 1.02 Net income to average equity 10.46 11.81 NET INTEREST INCOME Net interest income equals interest income less interest expense and is the primary source of income for IBT Bancorp. Interest income includes loan fees of $132,000 in 2000 versus $203,000 in 1999. For analytical purposes, net interest income is adjusted to a "taxable equivalent" basis by adding the income tax savings from interest on tax-exempt loans and securities, thus making year-to-year comparisons more meaningful. 9 10 IBT BANCORP, INC. TABLE 1: AVERAGE BALANCES; INTEREST RATE AND NET INTEREST INCOME - ------------------------------------------------------------------------------- (Dollars in Thousands) The following schedules present the daily average amount outstanding for each major category of interest earning assets, nonearning assets, interest bearing liabilities, and noninterest bearing liabilities. This schedule also presents an analysis of interest income and interest expense for the periods indicated. All interest income is reported on a fully taxable equivalent (FTE) basis using a 34% tax rate. Nonaccruing loans, for the purpose of the following computations, are included in the average loan amounts outstanding. Three Months Ending March 31, 2000 March 31, 1999 Tax Average Tax Average Average Equivalent Yield/ Average Equivalent Yield/ Balance Interest Rate Balance Interest Rate ------- -------- ---- ------- -------- ---- INTEREST EARNING ASSETS Loans $ 277,105 $ 5,768 8.33% $246,959 $ 5,203 8.43% Taxable investment securities 62,675 919 5.87 75,297 1,113 5.91 Nontaxable investment securities 24,858 438 7.05 19,439 347 7.14 Federal funds sold 2,822 40 5.67 16,298 190 4.66 Other investments 1,736 33 7.60 1,613 28 6.94 --------- --------- ---- -------- ------- ---- Total Earning Assets 369,196 7,198 7.80 359,606 6,881 7.65 NONEARNING ASSETS Allowance for loan losses (3,281) (3,051) Cash and due from banks 14,610 13,219 Premises and equipment 8,967 7,854 Accrued income and other assets 12,004 9,811 --------- -------- Total Assets $ 401,496 $387,439 ========= ======== INTEREST BEARING LIABILITIES Interest bearing demand deposits $ 56,334 358 2.54 $ 55,714 337 2.42 Savings deposits 105,051 845 3.22 101,010 764 3.03 Time deposits 152,140 2,072 5.45 151,690 2,081 5.49 Federal funds purchased 1,274 19 5.97 -- -- -- --------- ----- ---- -------- ----- ---- Total Interest Bearing Liabilities 314,799 3,294 4.19 308,414 3,182 4.13 NONINTEREST BEARING LIABILITIES AND SHAREHOLDERS' EQUITY Demand deposits 43,246 41,215 Other 5,353 4,195 Shareholders' equity 38,098 33,615 --------- -------- Total Liabilities and Equity $ 401,496 $387,439 ========= ======== Net interest income (FTE) $ 3,904 $ 3,699 ========= ======= Net yield on interest earning assets (FTE) 4.23% 4.11% ===== ===== 10 11 IBT BANCORP, INC. TABLE 2: VOLUME AND RATE VARIANCE ANALYSIS - ------------------------------------------- (Dollars in Thousands) The following table sets forth the effect of volume and rate changes on interest income and expense for the periods indicated. For the purpose of this table, changes in interest due to volume and rate were determined as follows: Volume Variance - change in volume multiplied by the previous year's rate. Rate Variance - change in the fully taxable equivalent (FTE) rate multiplied by the prior year's volume. The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. Quarter Ended March 31, 2000 Compared to March 31, 1999 Increase (Decrease) Due to -------------------------- Volume Rate Net ------ ---- --- CHANGES IN INTEREST INCOME Loans $628 $(63) $565 Taxable investment securities (185) (9) (194) Nontaxable investment securities 96 (5) 91 Federal funds sold (184) 34 (150) Other investments 2 3 5 ----- ----- ----- Total changes in interest income 357 (40) 317 Total changes in interest expense 61 51 112 ----- ----- ----- Net Change in Interest Margin (FTE) $296 $(91) $ 205 ===== ===== ===== 11 12 IBT BANCORP, INC. TABLE 3: SUMMARY OF LOAN LOSS EXPERIENCE - ----------------------------------------- (Dollars in Thousands) Year to Date March 31 -------------------------- 2000 1999 ---- ---- Summary of changes in allowance Allowance for loan losses - January 1 $3,210 $2,977 Loans charged off (36) (100) Recoveries of charged off loans 112 90 --------- --------- Net loans recovered (charged off) 76 (10) Provision charged to operations 50 94 --------- --------- Allowance for loan losses - March 31 $3,336 $3,061 ========= ========= Allowance for loan losses as a % of loans 1.19% 1.24% ========= ========= NONPERFORMING LOANS - ------------------- (Dollars in thousands) March 31 -------------------------- 2000 1999 ---- ---- Total amount of loans outstanding for the period $280,060 $247,344 ========= ========= Nonaccrual loans $ 282 $ 366 Accruing loans past due 90 days or more 782 739 Restructured loans -- -- --------- --------- Total $1,064 $1,105 ========= ========= Loans classified as nonperforming as a % of outstanding loans 0.38% 0.45% ========= ========= To management's knowledge, there are no other loans which cause management to have serious doubts as to the ability of a borrower to comply with their loan repayment terms. 12 13 NET INTEREST INCOME (CONTINUED) As shown in Tables number 1 and 2, when comparing the three month period ending March 31, 2000 to the same period in 1999, fully taxable equivalent (FTE) net interest income increased $205,000 or 5.5%. An increase of 2.7% in average interest earning assets provided $357,000 of FTE interest income. The majority of this growth was funded by a 2.1% increase in interest bearing liabilities resulting in $61,000 of additional interest expense. Overall, changes in volume resulted in $296,000 of additional FTE interest income. The average FTE interest rate earned on assets increased by 0.15%, while the amount of interest earned as a result of changes in rate decreased $40,000. The paradox of an increase in the total average rate earned while the total dollar amount earned declined was created from a substantial change in earning asset mix. Loans, which have the highest average rate of all earning assets, increased as a percent of total earning assets from 68.7% in 1999 to 75.1% in 2000. The change in mix resulted in the average rate of all earning assets increasing while the average rates of loans, investment securities, and nontaxable investment securities declined. The average rate paid on deposits increased 0.06%, increasing interest expense by $51,000. The net change related to interest rate earned and paid was a $91,000 decrease in FTE net interest income. The Corporation's FTE net interest yield as a percentage of average earning assets equaled 4.23% during 2000 versus 4.11% in 1999. The 0.12% increase in the FTE interest margin was primarily a result of changes in the Corporation's earning asset mix as previously discussed. Other factors affecting the Corporation's net interest margin are the increasing reliance on higher cost deposits such as Certificates of Deposit and Money Market accounts to fund asset growth, and intense rate competition for new commercial and installment loans. Management expects the Corporation's reliance on higher cost deposits to fund asset growth to continue and for rates charged for loans in relation to deposit costs to continue declining. PROVISION FOR LOAN LOSSES The viability of any financial institution is ultimately determined by its management of credit risk. Loans outstanding represent 69.8% of the Corporation's total assets and is the Corporation's single largest concentration of risk. The allowance for loan losses is management's estimation of potential future losses inherent in the existing loan portfolio. Factors used to evaluate the loan portfolio, and thus to determine the current charge to expense, include recent loan loss history, financial condition of borrowers, amount of nonperforming and impaired loans, overall economic conditions, and other factors. Comparing the year to date period of March 31, 2000 to March 31, 1999, average loans outstanding increased 12.2%. The provision for loan losses was decreased $44,000 to $50,000 in the first quarter of 2000 when compared to 1999. The decrease in the provision of loan losses resulted from a net recovery of loans charged off in prior periods of $76,000 in 2000 versus net charge offs of $10,000 in 1999. As set forth in Table 3, loans classified as nonperforming were $1,064,000 as of March 31, 2000, a $41,000 decrease over the prior year. The allowance for loan losses as a percentage of loans equaled 1.19% compared to 1.24% in 1999. In management's opinion, the allowance for loan losses is adequate as of March 31, 2000. 13 14 NONINTEREST INCOME Noninterest income consists of trust fees, deposit service charges, fees for other financial services, gains on the sale of mortgage loans, title insurance revenue, and gains and losses on investment securities available for sale. Income earned from these sources decreased $2,000 during the three month period ending March 31, 2000, compared to the same period in 1999. Significant individual account changes during this period include $25,000 increase in income from the sale of title insurance and related services, a $92,000 decrease in gains on the sale of residential real estate mortgage loans, a $53,000 increase in mortgage servicing fees, an $11,000 decrease in ATM fees, and a $20,000 increase in net brokerage commissions. The Corporation has established a policy that all 30 year amortized fixed rate mortgage loans will be sold. The calculation of gains on the sale of mortgages exclude at least 25 basis points for the servicing of these loans. Included in other operating income is a $16,000 gain from the sale of $2.3 million in mortgages during the first quarter of 2000 versus a $108,000 gain on the sale of $16.1 million in the same period in 1999. NONINTEREST EXPENSE Noninterest expense increased $240,000 for the first three months of 2000 when compared to the same period in 1999. The largest component of noninterest expense is salaries and employee benefits, which increased $136,000 or 8.4%. Approximately one-half of the increase is due to additional staffing and normal merit and promotional salary increases, and the remainder is related to the acquisition of Mecosta County Abstract and Title in July 1999. Occupancy and furniture and equipment expenses increased $54,000 or 10.7% in 2000. Approximately $14,000 is related to the Corporation's acquisition during the past year. The remainder of the increase is related to telephone expense, service contracts, and computer operator expense. All other operating expenses increased $50,000, a 5.6% increase. Of the increase, $35,000 was related to the cost of title insurance and the aforementioned acquisition. There were no other significant changes in the operating expenses. ANALYSIS OF CHANGES IN FINANCIAL CONDITION Since December 31, 1999, total assets decreased $908,000 to $401.1 million. During the first quarter of 2000, major changes in asset mix included a $2.1 million decrease in cash and cash equivalents, a $2.1 million decrease in investment securities, and a $3.3 million increase in gross loans. Deposits during this period increased $1.4 million. Interest bearing deposits increased $7.3 million and noninterest bearing deposits decreased $5.9 million. Federal funds purchased declined $3.0 million. 14 15 LIQUIDITY Liquidity management is designed to have adequate resources available to meet depositor and borrower discretionary demands for funds. Liquidity is also required to fund expanding operations, investment opportunities, and the payment of cash dividends. The primary sources of the Corporation's liquidity are cash, cash equivalents, and investment securities available for sale. As of March 31, 2000, cash and cash equivalents as a percentage of total assets equaled 3.9%, versus 4.4% as of December 31, 1999. During the first three months of 2000, cash provided by operating activities was $1.1 million, investing activities used $1.5 million, and financing activity used $1.7 million. The accumulated effect of the Corporation's operating, investing, and financing activities was a $2.1 million decrease in cash and cash equivalents during the first three months of 2000. In addition to cash and cash equivalents, investment securities available for sale are another source of liquidity. Securities available for sale equaled $80.7 million as of March 31, 2000 and $82.8 million as of December 31, 1999. The Corporation's liquidity is considered adequate by management of the Corporation. CAPITAL The capital of the Corporation consists solely of common stock, retained earnings, and accumulated other comprehensive income (loss), and increased approximately $926,000 since December 31, 1999. There are significant capital regulatory constraints placed on the Corporation's capital. The Federal Reserve Board's current recommended minimum tier 1 and tier 2 capital to average assets requirement is 6.0%. The Corporation's tier 1 and tier 2 capital to average assets, which consists of shareholder's equity plus the allowance for loan losses less unamortized acquisition intangibles, was 9.3% at March 31, 2000. The Federal Reserve Board has established a minimum risk based capital standard. Under this standard, a framework has been established that assigns risk weights to each category of on- and off-balance sheet items to arrive at risk adjusted total assets. Regulatory capital is divided by the risk adjusted assets with the resulting ratio compared to the minimum standard to determine whether a bank has adequate capital. The minimum standard is 8%, of which at least 4% must consist of equity capital net of goodwill. The following table sets forth the percentages required under the Risk Based Capital guidelines and the Corporation's ratios as of March 31, 2000: PERCENTAGE OF CAPITAL TO RISK ADJUSTED ASSETS IBT Bancorp Actual Required 03/31/00 -------- -------- Equity Capital 4.00% 13.60% Secondary Capital* 4.00 1.25 ---- ----- Total Capital 8.00% 14.85% ==== ===== * IBT Bancorp's secondary capital consists solely of the allowance for loan losses. The percentage for the secondary capital under the required column is the maximum allowed from all sources. 15 16 ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Corporation's primary market risks are interest rate risk and, to a lesser extent, liquidity risk. The Corporation has no foreign exchange risk, holds limited loans outstanding to agricultural and oil and gas concerns, and holds no trading account assets. Any changes in foreign exchange rates or commodity prices would have an insignificant impact, if any, on the Corporation's interest income and cash flows. Interest rate risk ("IRR") is the exposure to the Corporation's net interest income, its primary source of income, to changes in interest rates. IRR results from the difference in the maturity or repricing frequency of a financial institution's interest earning assets and its interest bearing liabilities. Interest rate risk is the fundamental method in which financial institutions earn income and create shareholder value. Excessive exposure to interest rate risk could pose a significant risk to the Corporation's earnings and capital. The Federal Reserve, the Corporation's primary Federal regulator, has adopted a policy requiring the Board of Directors and senior management to effectively manage the various risks that can have a material impact on the safety and soundness of the Corporation. The risks include credit, interest rate, liquidity, operational, and reputational. The Corporation has policies, procedures and internal controls for measuring and managing these risks. Specifically, the IRR policy and procedures include defining acceptable types and terms of investments and funding sources, liquidity requirements, limits on investments in long term assets, limiting the mismatch in repricing opportunity of assets and liabilities, and the frequency of measuring and reporting to the Board of Directors. The Corporation uses several techniques to manage interest rate risk. The first method is gap analysis. Gap analysis measures the cash flows and/or the earliest repricing of the Corporation's interest bearing assets and liabilities. This analysis is useful for measuring trends in the repricing characteristics of the balance sheet. Significant assumptions are required in this process because of the imbedded repricing options contained in assets and liabilities. A substantial portion of the Corporation's assets are invested in loans and mortgage backed securities. These assets have imbedded options that allow the borrower to repay the balance prior to maturity without penalty. The amount of prepayments is dependent upon many factors, including the interest rate of a given loan in comparison to the current interest rates, for residential mortgages the level of sales of used homes, and the overall availability of credit in the market place. Generally, a decrease in interest rates will result in an increase in the Corporation's cash flows from these assets. Investment securities, other than those that are callable, do not have any significant imbedded options. Saving and checking deposits may generally be withdrawn on request without prior notice. The timing of cash flow from these deposits are estimated based on historical experience. Time deposits have penalties which discourage early withdrawals. The second technique used in the management of interest rate risk is to combine the projected cash flows and repricing characteristics generated by the gap analysis and the interest rates associated with those cash flows and projected future interest income. By changing the amount and timing of the cash flows and the repricing interest rates of those cash flows, the Corporation can project the effect of changing interest rates on its interest income. The following table provides information about the Corporation's assets and liabilities that are sensitive to changes in interest rates as of March 31, 2000. The Corporation has no interest rate swaps, futures contracts, or other derivative financial options. The principal amounts of assets and time deposits maturing were calculated based on the contractual maturity dates. Savings and NOW accounts are based on management's estimate of their future cash flows. 16 17 Quantitative Disclosures of Market Risk (dollars in thousands) March 31 Fair Value 2001 2002 2003 2004 2005 Thereafter Total 3/31/00 Rate sensitive assets Other interest bearing assets -- -- -- -- -- -- -- -- Average interest rates -- -- -- -- -- -- -- -- Fixed interest rate securities $20,356 $17,809 $19,425 $11,721 $6,111 $12,087 $87,509 $87,474 Average interest rates 5.57% 5.79% 5.48% 5.76% 5.40% 5.21% 5.56% Fixed interest rate loans $73,863 $57,380 $51,800 $36,237 $34,259 $10,268 $263,807 $263,047 Average interest rates 8.17% 7.97% 7.98% 7.75% 7.76% 7.71% 7.96% Variable interest rate loans $14,244 $1,732 $226 $51 -- -- $16,253 $16,253 Average interest rates 10.43% 10.20% 8.89% 10.04% -- -- 10.39% Rate sensitive liabilities Federal funds purchased $2,000 -- -- -- -- -- $2,000 $2,000 Average interest rates 6.25% -- -- -- -- -- 6.25% Savings and NOW accounts $93,073 $14,007 $10,982 $9,869 $8,554 $21,643 $158,128 $158,128 Average interest rates 3.68% 2.15% 2.15% 2.15% 2.15% 2.15% 3.05% Fixed interest rate time deposits $85,292 $24,152 $22,241 $12,274 $10,393 -- $154,352 $154,352 Average interest rates 5.31% 6.04% 6.02% 5.71% 5.88% -- 5.59% Variable interest rate time deposits $842 $412 $4 -- -- -- $1,258 $1,258 Average interest rates 6.01% 6.01% 6.01% -- -- -- 6.01% Quantitative Disclosures of Market Risk (dollars in thousands) March 31 Fair Value 2000 2001 2002 2003 2004 Thereafter Total 03/31/99 Rate sensitive assets Other interest bearing assets $10,000 -- -- -- -- -- $10,000 $10,000 Average interest rates 5.45% -- -- -- -- -- 5.45% Fixed interest rate securities $17,894 $18,928 $25,419 $11,572 $14,186 $18,434 $106,443 $106,508 Average interest rates 5.59% 6.11% 5.87% 5.86% 5.89% 6.57% 5.84% Fixed interest rate loans $64,156 $47,050 $43,016 $25,268 $15,427 $6,415 $201,332 $203,014 Average interest rates 8.25% 8.31% 8.35% 8.13% 8.35% 7.84% 8.27% Variable interest rate loans 12,166 $1,858 $851 $89 $14 $131 $15,109 $15,109 Average interest rates 10.24% 10.21% 9.38% 9.88% 11.00% 10.16% 10.27% Rate sensitive liabilities Savings and NOW accounts $55,710 $16,254 $13,085 $11,115 $10,273 $27,405 $133,842 $133,842 Average interest rates 3.66% 2.62% 2.62% 2.61% 2.60% 2.52% 3.03% Fixed interest rate time deposits $87,877 $24,385 $12,851 $13,838 $11,186 $125 $150,262 $149,750 Average interest rates 5.56% 6.05% 6.25% 6.61% 6.48% 6.70% 5.87% Variable interest rate time deposits $640 $394 -- -- -- -- $1,034 $1,034 Average interest rates 5.29% 5.29% -- -- -- -- 5.29% 17 18 PART II - OTHER INFORMATION Item 6 EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit 27 - Financial Data Schedule (b) No reports on Form 8-K were filed or required to be filed during the quarter ended March 31, 2000. 18 19 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IBT Bancorp, Inc. Date: April 30, 2000 /s/ David W. Hole ------------------------ --------------------------------------- David W. Hole, President/CEO /s/ Dennis P. Angner ---------------------------------------- Dennis P. Angner, Treasurer (Principal Financial Officer) 19 20 IBT BANCORP, INC. EXHIBIT INDEX Exhibit No. Description Page Number - ------- ----------------- ----------- 27 Financial Data Schedule 18 20