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, 1998 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 $6 par value, 873,960 as of April 30, 1998 -------------------------------------------------------- 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 1998 1997 -------- -------- (Unaudited) ASSETS Cash and demand deposits due from banks........................ $ 12,834 $ 11,005 Federal funds sold............................................. 10,000 17,500 -------- -------- TOTAL CASH AND CASH EQUIVALENTS 22,834 28,505 Investment securities: Securities available for sale (Amortized cost of $97,619 in 1998 and $56,985 in 1997)...................... 98,146 57,391 Securities held to maturity (Fair value -- $8,363 in 1998 and $7,231 in 1997)........................ 8,287 7,160 -------- -------- TOTAL INVESTMENT SECURITIES 106,433 64,551 Loans: Commercial and agricultural................................. 36,873 36,978 Real estate mortgage........................................ 143,759 143,424 Installment................................................. 35,809 36,847 -------- -------- TOTAL LOANS 216,441 217,249 Less allowance for loan losses................................. 2,871 2,677 -------- -------- NET LOANS 213,570 214,572 Other assets................................................... 17,599 11,103 -------- -------- TOTAL ASSETS $360,436 $318,731 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Noninterest bearing......................................... $ 39,807 $ 43,207 NOW accounts................................................ 47,343 37,892 Certificates of deposit and other savings................... 219,868 182,314 Certificates of deposit over $100,000....................... 17,927 21,145 -------- -------- TOTAL DEPOSITS 324,945 284,558 Accrued interest and other liabilities......................... 3,679 3,215 -------- -------- TOTAL LIABILITIES 328,624 287,773 Shareholders' Equity: Common stock -- $6 par value................................ 5,244 4,755 4,000,000 shares authorized; outstanding-- 873,960 in 1998 (871,700 in 1997) Capital surplus............................................. 18,481 13,687 Retained earnings........................................... 7,740 12,248 Accumulated other comprehensive income...................... 347 268 -------- -------- TOTAL SHAREHOLDERS' EQUITY 31,812 30,958 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $360,436 $318,731 ======== ======== 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 ------------------------- 1998 1997 ------- ------- NUMBER OF SHARES OF COMMON STOCK OUTSTANDING: Balance at beginning of period 792,455 783,457 10% stock dividend 79,155 Issuance of common stock 2,350 2,616 ------- ------- Balance end of period 873,960 786,073 ======= ======= COMMON STOCK: Balance at beginning of period $ 4,755 $ 4,701 10% stock dividend 475 Issuance of common stock 14 15 ------- ------- Balance end of period 5,244 4,716 CAPITAL SURPLUS: Balance at beginning of period 13,687 13,262 10% stock dividend 4,670 Issuance of common stock 124 106 ------- ------- Balance end of period 18,481 13,368 RETAINED EARNINGS: Balance at beginning of period 12,248 9,916 Net income 862 848 10% stock dividend (5,145) Cash dividends ($0.25 per share in 1998 and $0.23 in 1997) (225) (196) ------- ------- Balance end of period 7,740 10,568 ACCUMULATED OTHER COMPREHENSIVE INCOME: Balance at beginning of period 268 121 Unrealized gains (losses) on securities available for sale, net of income taxes and reclassification adjustment 79 (127) ------- ------- Balance end of period 347 (6) ------- ------- TOTAL SHAREHOLDERS EQUITY END OF PERIOD $31,812 $28,646 ======= ======= See notes to consolidated financial statements. 4 5 IBT BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (in thousands) Three Months Ended March 31 ------------------------ 1998 1997 ------ ------ INTEREST INCOME Loans.......................................................... $4,676 $4,548 Investment securities: Taxable...................................................... 908 700 Nontaxable................................................... 203 164 ------ ------ TOTAL INTEREST ON INVESTMENT SECURITIES 1,111 864 Federal funds sold............................................. 110 119 ------ ------ TOTAL INTEREST INCOME 5,897 5,531 INTEREST EXPENSE ON DEPOSITS..................................... 2,859 2,551 ------ ------ NET INTEREST INCOME 3,038 2,980 Provision for loan losses........................................ 98 123 ------ ------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,940 2,857 NONINTEREST INCOME Trust Fees..................................................... 103 87 Service charges on deposit accounts............................ 74 71 Other service charges and fees................................. 232 218 Other.......................................................... 167 136 Net realized loss of securities available for sale.......................................... (8) ------ ------ TOTAL NONINTEREST INCOME 576 504 NONINTEREST EXPENSES Salaries, wages and employee benefits.......................... 1,285 1,192 Occupancy ..................................................... 163 161 Furniture and equipment ....................................... 258 233 Other.......................................................... 625 589 ------ ------ TOTAL NONINTEREST EXPENSE 2,331 2,175 INCOME BEFORE FEDERAL INCOME TAXES 1,185 1,186 Federal income taxes............................................. 323 338 ------ ------ NET INCOME $ 862 $ 848 ====== ====== Basic net income per share $ 0.99 $ 0.98 ====== ====== Cash dividends per share $ 0.25 $ 0.23 ====== ====== 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 ---------------------- 1998 1997 ---- ---- NET INCOME........................................................... $862 $848 Other comprehensive income before income taxes: Unrealized gains (losses) on securities available for sale: Unrealized holding gains (losses) arising during period..... 120 (200) Reclassification adjustment for realized (gains) losses included in net income................................... 8 ---- ---- Total comprehensive income before income taxes 120 (192) Income tax expense (benefit) related to comprehensive income................................................... 41 (65) ---- ---- OTHER COMPREHENSIVE INCOME NET OF INCOME TAXES....................... 79 (127) ---- ---- TOTAL COMPREHENSIVE INCOME $941 $721 ==== ==== See notes to consolidated financial statements. 6 7 IBT BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) Three Months Ended March 31 1998 1997 ------- ------- OPERATING ACTIVITIES Interest and fees collected on loans and investments.................................................. $ 5,507 $ 5,377 Other fees received................................................ 563 498 Interest paid...................................................... (2,849) (2,519) Cash paid to suppliers and employees............................... (3,221) (2,013) Federal income taxes paid.......................................... ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 140 1,343 INVESTING ACTIVITIES Proceeds from maturities and sales of securities available for sale.................................... 2,953 3,840 Proceeds from maturities of securities held to maturity...................................... 3,036 Purchase of securities available for sale.......................... (47,093) (5,349) Purchase of securities held to maturity............................ (702) Net decrease in loans.............................................. 1,136 3,033 Purchases of equipment and premises................................ (356) (318) Acquisition of branch offices, less cash received.................. 38,178 ------- ------- NET CASH (USED) PROVIDED IN INVESTING ACTIVITIES (2,848) 1,206 FINANCING ACTIVITIES Net decrease in noninterest bearing deposits....................... (6,644) (6,131) Net increase in interest bearing deposits.......................... 3,908 6,309 Cash dividends..................................................... (225) (196) Proceeds from issuance of common stock............................. 138 121 ------- ------- NET CASH PROVIDED IN FINANCING ACTIVITIES (2,823) 103 ------- ------- (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (5,671) 2,652 Cash and cash equivalents at beginning of period $28,505 $15,120 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $22,834 $17,772 ======= ======= 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, 1998 are not necessarily indicative of the results that may be expected for the year ended December 31, 1998. 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, 1997. NOTE 2 COMPUTATION OF EARNINGS PER SHARE The net income per share amounts are based on the weighted average number of common shares outstanding. The weighted number of common shares outstanding were 871,814 as of March 31, 1998, and 862,205 as of March 31, 1997. The Corporation has no common stock equivalents and, accordingly, presents only basic earnings per share. NOTE 3 ADOPTION OF SFAS NO. 130 The Corporation adopted SFAS No. 130, Reporting Comprehensive Income, on January 1, 1998. The Statement establishes standards for reporting and displaying comprehensive income and its components. SFAS No. 130 requires that all components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. For the Corporation, comprehensive income includes net income and changes in unrealized gains and losses on securities available for sale. NOTE 4 BRANCH ACQUISITION The Corporation's subsidiary bank, Isabella Bank and Trust, completed the purchase of three branches from Old Kent Bank on March 30, 1998. The purchase included approximately $43.0 million in deposits and $225,000 in loans. The Results of Operations and Changes in Financial Condition include the operating results from the date of purchase. 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 1997 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, 1998 AND 1997 RESULTS OF OPERATIONS Net income equaled $862,000 for the three month period ended March 31, 1998, compared to $848,000 for the same period in 1997, a 1.7% increase. Return on average assets, which measures the ability of the Corporation to profitably and efficiently employ its resources, equaled 1.07% for the first three months of 1998 and 1.13% for 1997. Return on average equity, which indicates how effectively the Corporation is able to generate earnings on shareholder invested capital, equaled 11.09% through March 31, 1998 versus 11.96% for the same period in 1997. SUMMARY OF SELECTED FINANCIAL DATA (Dollars in thousands except per share data) March 31 --------------------- 1998 1997 --------------------- INCOME STATEMENT DATA: Net interest income $ 3,038 $ 2,980 Provision for loan losses 98 123 Net income 862 848 PER SHARE DATA: Net income per common share $ 0.99 $ 0.98 Cash dividend per common share 0.25 0.23 RATIOS: Average primary capital to average assets 10.46% 10.24% Net income to average assets 1.07 1.13 Net income to average equity 11.09 11.96 NET INTEREST INCOME Net interest income equals interest income less interest expense and is the primary source of income for IBT Bancorp. In accordance with Statement of Financial Accounting Standards Board (SFAS) No. 91, "Accounting for Loan Fees," interest income includes loan fees of $163,000 in 1998 versus $131,000 in 1997. 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, 1998 March 31, 1997 Tax Average Tax Average Average Equivalent Yield/ Average Equivalent Yield/ Balance Interest Rate Balance Interest Rate ------- -------- ---- ------- -------- ---- INTEREST EARNING ASSETS: Loans $216,284 $4,704 8.70% $213,674 $4,573 8.56% Taxable investment securities 52,110 799 6.13 43,478 676 6.22 Nontaxable investment securities 17,465 308 7.05 14,189 249 7.02 Federal funds sold 8,103 110 5.43 9,339 119 5.10 Other investments 6,910 108 6.25 1,369 24 7.01 -------- ------ ---- -------- ------ ---- Total Earning Assets 300,872 6,029 8.02 282,049 5,641 8.00 NONEARNING ASSETS: Allowance for loan losses (2,794) (2,721) Cash and due from banks 10,907 10,178 Premises and equipment 5,804 5,718 Accrued income and other assets 6,271 5,521 -------- -------- Total Assets $321,060 $300,745 ======== ======== INTEREST BEARING LIABILITIES: Interest bearing demand deposits 39,400 276 2.80 40,310 268 2.66 Savings deposits 75,210 621 3.30 72,082 578 3.21 Time deposits 133,211 1,947 5.85 119,383 1,705 5.71 Fed funds purchased 1,031 15 5.82 -------- ------ ---- -------- ------ ---- Total Interest Bearing Liabilities 248,852 2,859 4.60 231,775 2,551 4.40 NONINTEREST BEARING LIABILITIES AND SHAREHOLDERS' EQUITY: Demand deposits 37,749 37,303 Other 3,380 3,302 Shareholders' equity 31,079 28,365 -------- -------- Total Liabilities and Equity $321,060 $300,745 ======== ======== Net interest income (FTE) $3,170 $3,090 ====== ====== Net yield on interest earning assets (FTE) 4.21% 4.38% ==== ==== 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, 1998 Compared to March 31, 1997 Increase (Decrease) Due to ---------------------------------- Volume Rate Net ------ ---- --- CHANGES IN INTEREST INCOME: Loans $ 56 $ 75 $131 Taxable investment securities 133 (10) 123 Nontaxable investment securities 58 1 59 Federal funds sold (17) 8 (9) Other investments 87 (3) 84 ---- ---- ---- Total changes in interest income 317 71 388 Total changes in interest expense 236 72 308 ---- ---- ---- Net Change in Interest Margin (FTE) $ 81 $ (1) $ 80 ==== ==== ==== 11 12 IBT BANCORP, INC. TABLE 3: SUMMARY OF LOAN LOSS EXPERIENCE (Dollars in Thousands) Year to Date March 31 ------------------------ 1998 1997 ------ ------ Summary of changes in allowance: Allowance for loan losses - January 1 $2,677 $2,621 Loans charged off (36) (94) Recoveries of charged off loans 132 118 ------ ------ Net loans charged off 96 24 Provision charged to operations 98 123 ------ ------ Allowance for loan losses - March 31 $2,871 $2,768 ====== ====== Allowance for loan losses as a % of loans 1.33% 1.30% ====== ====== NONPERFORMING LOANS (Dollars in thousands) March 31 1998 1997 -------- -------- Total amount of loans outstanding for the period $216,441 $212,446 ======== ======== Nonaccrual loans $ 205 $ 191 Accruing loans past due 90 days or more 569 413 Restructured loans -------- -------- Total $ 774 $ 604 ======== ======== Loans classified as nonperforming as a % of outstanding loans 0.36% 0.28% ======== ======== 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, 1998 to the same period in 1997, fully taxable equivalent (FTE) net interest income increased $80,000 or 2.6%. An increase of 6.7% in average interest earning assets provided $317,000 of FTE interest income. The majority of this growth was funded by a 7.4% increase in interest bearing deposits, resulting in $236,000 of additional interest expense. Overall, changes in volume resulted in $81,000 of additional FTE interest income. The average FTE interest rate earned on assets increased by 0.02%, increasing FTE interest income by $71,000 and the average rate paid on deposits increased by 0.20%, increasing interest expense by $72,000. The net change related to interest rates earned and paid was a $1,000 decrease in FTE net interest income. The Corporation's FTE net interest yield as a percentage of average earning assets equaled 4.21% during 1998 versus 4.38% in 1997. The 0.17% decrease in the net interest yield was primarily a result of the Corporation's increasing reliance on higher cost deposits such as certificates of deposit and money market accounts to fund asset growth. In addition to increased reliance on these funds, the cost of obtaining these funds has risen in relation to other interest rates. Management expects the Corporation's reliance on higher cost deposits to fund asset growth to continue. The FTE net interest yield will be substantially impacted by the Bank's purchase of the Old Kent branches. The net proceeds (due to the assumption of the deposit liabilities) were invested in investment securities. The investing of these funds was begun in late January 1998. The overall net FTE interest yield on these additional funds is estimated to be 2.20% versus the 4.21% earned by the Corporation in the first quarter of 1998. Management expects the Corporation's overall net FTE interest yield as a percentage of average assets to decline by an average of 0.25% for the remainder of 1998. The combination of lower interest margins and the write-off related to the $4.2 million deposit premium paid for the Old Kent branch deposits will result in the Corporation's overall profitability as a percentage of assets (return on assets) to decline by approximately 0.20% in 1998. PROVISION FOR LOAN LOSSES The viability of any financial institution is ultimately determined by its management of credit risk. Loans outstanding represent 60% 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, 1998 to March 31, 1997, average loans outstanding increased 1.2%. The provision for loan losses was decreased 20.3% to $98,000 in the first quarter of 1998 when compared to the same quarter of 1997. As set forth in Table 3, loans classified as nonperforming were $774,000 as of March 31, 1998, a $170,000 increase over the prior year. The allowance for loan losses as a percentage of loans equaled 1.33% compared to 1.30% in 1997. In management's opinion, the allowance for loan losses is adequate as of March 31, 1998. 13 14 NONINTEREST INCOME Noninterest income consists of trust fees, deposit service charges, fees for other financial services, and gains and losses on investment securities available for sale. Income earned from these sources increased $72,000 during the three month period ending March 31, 1998, compared to the same period in 1997. Significant individual account changes during this period include a $46,000 increase in gains on the sale of residential real estate mortgages and student loans, a $16,000 increase in trust income, a $9,000 increase in mortgage servicing fees, a $9,000 decrease in ATM fees, and a $16,000 decrease in income earned from the sale of credit life. The Corporation has established a policy that all 30 year amortized fixed rate mortgage loans will be sold. These loans are accounted for according to Statement of Financial Accounting Standards No. 125 and 128 and are sold without recourse. The Corporation retains the servicing of these loans. The calculation of gains on the sale of mortgages exclude at least 25 basis points for the servicing of these loans. Included in other operating income is a $77,000 gain on the sale of $11.8 million in mortgages during the first quarter of 1998 versus a $36,000 gain on the sale of $4.0 million in the same period in 1997. NONINTEREST EXPENSE Noninterest expense increased $156,000 for the first three months of 1998 when compared to the same period in 1997. Noninterest expense was adversely impacted during the first quarter of 1998 due to the purchase of Old Kent branches. Specifically, management estimates that conversion related expenses, which include salaries, postage, and supplies of about $35,000 were charged to earnings in the first quarter of 1998. The largest component of noninterest expense is salaries and employee benefits, which increased $93,000 or 7.8%. In addition to increases due to additional staffing and normal merit and promotional salary increases, the Corporation incurred additional salary expenses due to an across the board increase in hourly wages to retain its current technical and clerical employees and to attract qualified workers in a tight labor market. Occupancy and furniture and equipment expenses increased $27,000 or 6.9% in 1998. The most significant changes were increases in automatic teller machine operating costs, equipment depreciation, and computer expenses. Other operating expenses increased $36,000, a 6.1% increase. The most significant increases were in printing and office supplies, postage, and loan acquisition expenses. ANALYSIS OF CHANGES IN FINANCIAL CONDITION Since December 31, 1997, total assets increased $41.7 million to $360.4 million. During the first quarter of 1998, major changes in asset mix included a $1.8 million increase in cash and cash equivalents, a $41.9 million increase in investment securities, and an $800,000 decrease in net loans. Deposits during this period increased $40.4 million. Interest bearing deposits increased $37.0 million and noninterest bearing deposits decreased $3.4 million. The majority of increases in the balance sheet were a result of Isabella Bank and Trust's purchase of the three Old Kent branches. 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 oppor-tunities, 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, 1998, cash and cash equivalents as a percentage of total assets equaled 6.3%, versus 8.9% as of December 31, 1997. During the first three months of 1998, investing activities used $2.9 million and financing activity used $2.8 million. The accumulated effect of the Corporation's operating, investing, and financing activities was a $5.7 million decrease in cash and cash equivalents during the first three months of 1998. In addition to cash and cash equivalents, investment securities available for sale are another source of liquidity. Securities available for sale equaled $98.1 million as of March 31, 1998 and $57.4 million as of December 31, 1997. The Corporation's liquidity is considered adequate by management of the Corporation. CAPITAL The capital of the Corporation consists solely of common stock, surplus, retained earnings, and accumulated other comprehensive income, and increased approximately $854,000 since December 31, 1997. 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, was 9.5% at March 31, 1998. 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, 1998: PERCENTAGE OF CAPITAL TO RISK ADJUSTED ASSETS: IBT Bancorp Actual Required 03/31/98 -------- -------- Equity Capital 4.00 13.28 Secondary Capital* 4.00 1.25 ---- ----- Total Capital 8.00 14.50 ==== ===== * 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, 1998. 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 March 31 Fair Value --------------------------------------------------------------------------------------- 1999 2000 2001 2002 2003 Thereafter Total 03/31/98 --------------------------------------------------------------------------------------- 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, 1998. 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, 1998 /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