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, 1999 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, 884,017 as of April 30, 1999 -------------------------------------------------------- 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 1999 1998 ---- ---- (Unaudited) ASSETS Cash and demand deposits due from banks $ 13,789 $ 15,497 Federal funds sold 6,000 15,000 ---------- --------- TOTAL CASH AND CASH EQUIVALENTS 19,789 30,497 Investment securities Securities available for sale (Amortized cost of $93,809 in 1999 and $88,015 in 1998) 94,643 89,486 Securities held to maturity (Fair value -- $5,448 in 1999 and $6,665 in 1998) 5,352 6,548 --------- --------- TOTAL INVESTMENT SECURITIES 99,995 96,034 Loans: Commercial and agricultural 44,943 44,917 Real estate mortgage 166,326 165,553 Installment 36,075 36,238 --------- --------- TOTAL LOANS 247,344 246,708 Less allowance for loan losses 3,061 2,977 --------- --------- NET LOANS 244,283 243,731 Other assets 19,256 18,521 --------- --------- TOTAL ASSETS $ 383,323 $ 388,783 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Deposits Noninterest bearing $ 40,820 $ 46,348 NOW accounts 49,728 57,990 Certificates of deposit and other savings 228,276 226,930 Certificates of deposit over $100,000 25,110 18,771 --------- --------- TOTAL DEPOSITS 343,934 350,039 Accrued interest and other liabilities 4,375 4,221 --------- --------- TOTAL LIABILITIES 348,309 354,260 Shareholders' Equity Common stock -- $6 par value 4,000,000 shares authorized; outstanding-- 883,744 in 1999 (881,573 in 1998) 5,302 5,290 Capital surplus 19,028 18,894 Retained earnings 10,133 9,369 Accumulated other comprehensive income 551 970 --------- --------- TOTAL SHAREHOLDERS' EQUITY 35,014 34,523 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 383,323 $ 388,783 ========= ========= 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 ----------------------- 1999 1998 ---- ---- NUMBER OF SHARES OF COMMON STOCK OUTSTANDING Balance at beginning of period 881,573 792,455 10% stock dividend 0 79,155 Issuance of common stock 2,171 2,350 --------- --------- BALANCE END OF PERIOD 883,744 873,960 ========= ========= COMMON STOCK Balance at beginning of period $ 5,290 $ 4,755 10% stock dividend 0 475 Issuance of common stock 12 14 --------- --------- BALANCE END OF PERIOD 5,302 5,244 CAPITAL SURPLUS Balance at beginning of period 18,894 13,687 10% stock dividend 0 4,670 Issuance of common stock 134 124 --------- --------- BALANCE END OF PERIOD 19,028 18,481 RETAINED EARNINGS Balance at beginning of period 9,369 12,248 Net income 993 862 10% stock dividend 0 (5,145) Cash dividends ($0.26 per share in 1999 and $0.25 in 1998) (229) (225) --------- --------- BALANCE END OF PERIOD 10,133 7,740 ACCUMULATED OTHER COMPREHENSIVE INCOME Balance at beginning of period 970 268 Other comprehensive (loss) income (419) 79 --------- --------- BALANCE END OF PERIOD 551 347 TOTAL SHAREHOLDERS EQUITY END OF PERIOD $ 35,014 $ 31,812 ========= ========= See notes to consolidated financial statements. 4 5 IBT BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (in thousands) Three Months Ended March 31 -------- 1999 1998 -------------------- INTEREST INCOME Loans $5,212 $4,676 Investment securities Taxable 1,141 908 Nontaxable 229 203 ------ ------ TOTAL INTEREST ON INVESTMENT SECURITIES 1,370 1,111 Federal funds sold 148 110 ------ ------ TOTAL INTEREST INCOME 6,730 5,897 INTEREST EXPENSE ON DEPOSITS 3,182 2,859 ------ ------ NET INTEREST INCOME 3,548 3,038 Provision for loan losses 94 98 ------ ------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,454 2,940 NONINTEREST INCOME Trust fees 113 103 Service charges on deposit accounts 85 74 Other service charges and fees 289 232 Other 316 106 Gain on sale of mortgage loans 108 61 Net realized gain on securities available for sale 1 0 ------ ------ TOTAL NONINTEREST INCOME 912 576 NONINTEREST EXPENSES Salaries, wages and employee benefits 1,613 1,285 Occupancy 205 163 Furniture and equipment 301 258 Other 888 625 ------ ------ TOTAL NONINTEREST EXPENSES 3,007 2,331 INCOME BEFORE FEDERAL INCOME TAXES 1,359 1,185 Federal income taxes 366 323 ------ ------ NET INCOME $ 993 $ 862 ====== ====== Net income per share on common stock $ 1.13 $ 0.99 ====== ====== Cash dividends per share $ 0.26 $ 0.25 ====== ====== 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 ------------------- 1999 1998 ---- ---- NET INCOME $ 993 $ 862 Other comprehensive income before income taxes: Unrealized (losses) gains on securities available for sale: Unrealized holding (losses) gains arising during period (634) 120 Reclassification adjustment for realized gains included in net income (1) Total comprehensive (loss) income before income taxes (635) 120 Income tax (benefit) expense related to comprehensive (loss) income (216) 41 ----- ----- OTHER COMPREHENSIVE (LOSS) INCOME NET OF INCOME TAXES (419) 79 ----- ----- COMPREHENSIVE INCOME $ 574 $ 941 ===== ===== See notes to consolidated financial statements. 6 7 IBT BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) Three Months Ended March 31 1999 1998 ---- ---- OPERATING ACTIVITIES Interest and fees collected on loans and investments $ 6,512 $ 5,811 Other fees received 833 563 Interest paid (3,183) (2,849) Cash paid to suppliers and employees (2,914) (3,221) Decrease (increase) in loans originated for sale 1,385 (156) Federal income taxes paid (220) 0 -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 2,413 148 INVESTING ACTIVITIES Proceeds from maturities and sales of securities available for sale 7,005 2,953 Proceeds from maturities of securities held to maturity 192 3,036 Purchase of securities available for sale (11,888) (47,093) Purchase of securities held to maturity 0 (702) Net (increase) decrease in loans (2,031) 1,292 Purchases of equipment and premises (211) (356) Acquisition of branch offices, less cash received 0 37,874 -------- -------- NET CASH USED IN INVESTING ACTIVITIES (6,933) (2,996) FINANCING ACTIVITIES Net decrease in noninterest bearing deposits (5,528) (6,644) Net (decrease) increase in interest bearing deposits (577) 3,908 Cash dividends (229) (225) Proceeds from issuance of common stock 146 138 -------- -------- NET CASH USED IN FINANCING ACTIVITIES (6,188) (2,823) -------- -------- (DECREASE) IN CASH AND CASH EQUIVALENTS (10,708) (5,671) Cash and cash equivalents at beginning of period 30,497 28,505 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 19,789 $ 22,834 ======== ======== 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, 1999 are not necessarily indicative of the results that may be expected for the year ended December 31, 1999. 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, 1998. 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 881,798 as of March 31, 1999, and 871,814 as of March 31, 1998. The Corporation has no common stock equivalents and, accordingly, presents only basic earnings per share. 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 1998 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, 1999 AND 1998 RESULTS OF OPERATIONS Net income equaled $993,000 for the three month period ended March 31, 1999, compared to $862,000 for the same period in 1998, a 15.2% increase. Return on average assets, which measures the ability of the Corporation to profitably and efficiently employ its resources, equaled 1.02% for the first three months of 1999 and 1.07% for 1998. Return on average equity, which indicates how effectively the Corporation is able to generate earnings on shareholder invested capital, equaled 11.81% through March 31, 1999 versus 11.09% for the same period in 1998. SUMMARY OF SELECTED FINANCIAL DATA - -------------------------------------------- (Dollars in thousands except per share data) March 31 1999 1998 ----------------------- INCOME STATEMENT DATA Net interest income $ 3,548 $ 3,038 Provision for loan losses 94 98 Net income 993 862 PER SHARE DATA Net income $ 1.13 $ 0.99 Cash dividend 0.26 0.25 RATIOS Average primary capital to average assets 9.38 10.46% Net income to average assets 1.02 1.07 Net income to average equity 11.81 11.09 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 $203,000 in 1999 versus $168,000 in 1998. 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, 1999 March 31, 1998 Tax Average Tax Average Average Equivalent Yield/ Average Equivalent Yield/ Balance Interest Rate Balance Interest Rate --------- ----------- ------- --------- ---------- ------- INTEREST EARNING ASSETS Loans $246,959 $5,203 8.43% $216,284 $4,704 8.70% Taxable investment securities 75,297 1,113 5.91 57,554 880 6.12 Nontaxable investment securities 19,439 347 7.14 17,465 308 7.05 Federal funds sold 16,298 190 4.66 8,103 110 5.43 Other investments 1,613 28 6.94 1,466 27 7.37 -------- ------ ---- -------- ------ ---- Total Earning Assets 359,606 6,881 7.65 300,872 6,029 8.02 NONEARNING ASSETS Allowance for loan losses (3,051) (2,794) Cash and due from banks 13,219 10,907 Premises and equipment 7,854 5,804 Accrued income and other assets 9,811 6,271 -------- -------- Total Assets $387,439 $321,060 ======== ======== INTEREST BEARING LIABILITIES Interest bearing demand deposits $ 55,714 337 2.42 $ 39,400 276 2.80 Savings deposits 101,010 764 3.03 75,210 621 3.30 Time deposits 151,690 2,081 5.49 133,211 1,947 5.85 Fed funds purchased 0 0 0.00 1,031 15 5.82 -------- ------ ---- -------- ------ ---- Total Interest Bearing Liabilities 308,414 3,182 4.13 248,852 2,859 4.60 NONINTEREST BEARING LIABILITIES AND SHAREHOLDERS' EQUITY Demand deposits 41,215 37,749 Other 4,195 3,380 Shareholders' equity 33,615 31,079 -------- -------- Total Liabilities and Equity $387,429 $321,060 ======== ======== Net interest income (FTE) $3,699 $3,170 ====== ====== Net yield on interest earning assets (FTE) 4.11% 4.21% ===== ==== 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, 1999 Compared to March 31, 1998 Increase (Decrease) Due to ----------------------------- Volume Rate Net CHANGES IN INTEREST INCOME Loans $ 650 $ (151) $ 499 Taxable investment securities 263 (30) 233 Nontaxable investment securities 35 4 39 Federal funds sold 97 (17) 80 Other investments 3 (2) 1 ------ ------ ------ Total changes in interest income 1,048 (196) 852 Total changes in interest expense 553 (230) 323 ------ ------ ------ Net Change in Interest Margin (FTE) $ 495 $ 34 $ 529 ====== ====== ====== 11 12 IBT BANCORP, INC. TABLE 3: SUMMARY OF LOAN LOSS EXPERIENCE ========================================= (Dollars in Thousands) Year to Date March 31 ----------------------- 1999 1998 ---- ---- Summary of changes in allowance Allowance for loan losses - January 1 $ 2,977 $ 2,677 Loans charged off (100) (36) Recoveries of charged off loans 90 132 ------- ------- Net loans (charged off) recovered (10) 96 Provision charged to operations 94 98 ------- ------- Allowance for loan losses - March 31 $ 3,061 $ 2,871 ======= ======= Allowance for loan losses as a % of loans 1.24% 1.33% ======= ======= NONPERFORMING LOANS =================== (Dollars in thousands) March 31 1999 1998 ---- ---- Total amount of loans outstanding for the period $247,344 $216,441 ======== ======== Nonaccrual loans $ 366 $ 205 Accruing loans past due 90 days or more 739 569 Restructured loans 0 0 -------- -------- Total $ 1,105 $ 774 ======== ======== Loans classified as nonperforming as a % of outstanding loans 0.45% 0.36% ======== ======== 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, 1999 to the same period in 1998, fully taxable equivalent (FTE) net interest income increased $529,000 or 16.7%. An increase of 19.5% in average interest earning assets provided $1.05 million of FTE interest income. The majority of this growth was funded by a 23.9% increase in interest bearing liabilities resulting in $553,000 of additional interest expense. Overall, changes in volume resulted in $495,000 of additional FTE interest income. The average FTE interest rate earned on assets decreased by 0.37%, decreasing FTE interest income by $196,000 and the average rate paid on deposits decreased by 0.47%, decreasing interest expense by $230,000. The net change related to interest rates earned and paid was a $34,000 increase in FTE net interest income. The Corporation's FTE net interest yield as a percentage of average earning assets equaled 4.11% during 1999 versus 4.21% in 1998. The 0.10% decrease in the FTE interest margin was primarily a result of changes in the Corporation's earning asset mix. During the first quarter of 1999, the loan to earning asset ratio decreased by 3.2% with a corresponding increase in the lower yielding investment categories. 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 64.5% 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, 1999 to March 31, 1998, average loans outstanding increased 14.3%. The provision for loan losses was decreased 4.1% to $94,000 in the first quarter of 1999 when compared to the same quarter of 1998. As set forth in Table 3, loans classified as nonperforming were $1,105,000 as of March 31, 1999, a $331,000 increase over the prior year. The allowance for loan losses as a percentage of loans equaled 1.24% compared to 1.33% in 1998. In management's opinion, the allowance for loan losses is adequate as of March 31, 1999. 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, and gains and losses on investment securities available for sale. Income earned from these sources increased $336,000 during the three month period ending March 31, 1999, compared to the same period in 1998. Significant individual account changes during this period include $188,000 income from the sale of title insurance and related services, a $47,000 increase in gains on the sale of residential real estate mortgage loans, a $10,000 increase in trust income, a $15,000 increase in mortgage servicing fees, a $35,000 increase in ATM fees, and a $17,000 increase in NSF and overdraft fees. 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 $108,000 gain from the sale of $16.1 million in mortgages during the first quarter of 1999 versus a $61,000 gain on the sale of $11.8 million in the same period in 1998. NONINTEREST EXPENSE Noninterest expense increased $676,000 for the first three months of 1999 when compared to the same period in 1998. The largest component of noninterest expense is salaries and employee benefits, which increased $328,000 or 25.5%. In addition to increases due to additional staffing and normal merit and promotional salary increases, the Corporation incurred additional salary and benefit expenses due to the acquisition of three branches on March 31, 1998, the acquisition of IBT Title on July 31, 1998, and the startup of a loan production company (IBT Loan) in the first quarter of 1999. Occupancy and furniture and equipment expenses increased $85,000 or 20.2% in 1999. Approximately two-thirds of this is related to the Corporation's acquisitions during the past year. All other operating expenses increased $263,000, a 42.1% increase. The amortization of acquisition intangibles and expenses related to covenants not to compete accounted for $157,000 of the increase. Telephone, printing and office supplies, postage, State of Michigan taxes, and the cost of title insurance accounted for the majority of the remaining increase. ANALYSIS OF CHANGES IN FINANCIAL CONDITION Since December 31, 1998, total assets decreased $5.5 million to $383.3 million. During the first quarter of 1999, major changes in asset mix included a $10.7 million decrease in cash and cash equivalents, a $4.0 million increase in investment securities, and a $636,000 increase in net loans. Deposits during this period decreased $6.1 million. Interest bearing deposits decreased $577,000 and noninterest bearing deposits decreased $5.5 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, 1999, cash and cash equivalents as a percentage of total assets equaled 5.2%, versus 7.8% as of December 31, 1998. During the first three months of 1999, cash provided by operating activities was $2.4 million, investing activities used $6.9 million, and financing activity used $6.2 million. The accumulated effect of the Corporation's operating, investing, and financing activities was a $10.7 million decrease in cash and cash equivalents during the first three months of 1999. In addition to cash and cash equivalents, investment securities available for sale are another source of liquidity. Securities available for sale equaled $94.6 million as of March 31, 1999 and $89.5 million as of December 31, 1998. 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 $491,000 since December 31, 1998. 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 8.9% at March 31, 1999. 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, 1999: PERCENTAGE OF CAPITAL TO RISK ADJUSTED ASSETS IBT Bancorp Actual Required 03/31/99 -------- -------- Equity Capital 4.00% 13.38% Secondary Capital* 4.00 1.25 ---- ----- Total Capital 8.00% 14.63% ==== ===== * 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, 1999. 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 ---------------------------------------------------------------------------------------- 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% 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 $ 6,000 --- --- --- --- --- $ 6,000 $ 6,000 Average interest rates 4.70% --- --- --- --- --- 5.45% Fixed interest rate securities $18,860 $24,270 $14,808 $19,257 $ 8,980 $13,820 $ 99,995 $100,091 Average interest rates 5.72% 5.84% 5.71% 5.59% 5.73% 6.61% 5.85% Fixed interest rate loans $72,279 $45,050 $52,866 $19,583 $31,542 $11,447 $232,767 $235,818 Average interest rates 8.00% 8.32% 7.87% 8.51% 7.68% 7.61% 8.01% Variable interest rate loans $12,253 $ 2,002 $277 $45 $0 $0 $ 14,577 $ 14,577 Average interest rates 9.71% 10.57% 8.15% 8.54% 0.00% 0.00% 9.79% Rate sensitive liabilities Savings and NOW accounts $81,982 $12,342 $ 9,845 $ 7,271 $ 7,672 $28,614 $147,726 $147,726 Average interest rates 3.40% 2.15% 2.15% 2.15% 2.15% 2.15% 2.84% Fixed interest rate time deposits $90,224 $20,523 $17,228 $14,044 $12,151 $129 $154,299 $151,046 Average interest rates 5.17% 5.84% 6.36% 6.27% 5.58% 6.34% 5.53% Variable interest rate time deposits $799 $279 $11 --- --- --- --- $ 1,089 Average interest rates 4.67% 4.67% 4.67% --- --- --- 4.67% 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, 1999. 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, 1999 /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