UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2005
--------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission File No. 1-31655
IBT BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 25-1532164
- ---------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
309 MAIN STREET, IRWIN, PENNSYLVANIA 15642
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(724) 863-3100
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
NA
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). [X] Yes
[ ] No
Number of shares of Common Stock outstanding as of May 09, 2005: 2,955,455
IBT BANCORP, INC.
CONTENTS
--------
Pages
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements........................................................................... 1
Consolidated balance sheets (unaudited) at March 31, 2005
and December 31, 2004........................................................................... 1
Consolidated statements of income (unaudited) for the three months
ended March 31, 2005 and 2004 .................................................................. 2
Consolidated statements of cash flows (unaudited) for the three months
ended March 31, 2005 and 2004................................................................... 3
Notes to consolidated financial statements...................................................... 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................................................... 5
Item 3. Quantitative and Qualitative Disclosures About Market Risk..................................... 10
Item 4. Controls and Procedures......................................................................... 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.............................................................................. 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.................................... 11
Item 3. Defaults upon Senior Securities................................................................ 11
Item 4. Submission of Matters to a Vote of Security-Holders............................................ 11
Item 5. Other Information.............................................................................. 11
Item 6. Exhibits....................................................................................... 11
Signatures..................................................................................................... 13
CONSOLIDATED BALANCE SHEETS
IBT BANCORP, INC. AND SUBSIDIARY
MARCH 31, 2005 DECEMBER 31, 2004
------------- ------------------
(UNAUDITED) (UNAUDITED)
ASSETS
Cash and due from banks $ 15,688,522 $ 14,641,942
Interest-bearing deposits in banks 304,641 515,229
Federal funds sold 10,300,000 1,030,000
Certificates of deposit 100,000 100,000
Securities available for sale 190,928,995 191,208,214
Federal Home Loan Bank stock, at cost 5,289,400 5,682,700
Loans, net 429,307,914 436,548,276
Premises and equipment, net 6,085,951 6,232,280
Other assets 19,715,355 19,898,464
------------- -------------
TOTAL ASSETS $ 677,720,778 $ 675,857,105
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits
Non-interest bearing $ 81,525,442 $ 87,248,485
Interest-bearing 441,783,170 438,968,463
------------- -------------
Total deposits 523,308,612 526,216,948
Repurchase agreements 19,530,181 15,157,257
Accrued interest and other liabilities 5,452,819 4,374,824
FHLB advances 69,866,126 70,265,314
------------- -------------
Total liabilities 618,157,738 616,014,343
STOCKHOLDERS' EQUITY
Capital stock, par value $1.25 per share,
50,000,000 shares authorized, 3,023,799
shares issued, 2,955,455 shares
outstanding at March 31, 2005 and
December 31, 2004 3,779,749 3,779,749
Surplus 1,417,755 1,417,755
Retained earnings 56,754,552 55,789,915
Accumulated other comprehensive income (39,615) 1,204,744
------------- -------------
61,912,441 62,192,163
Less: Treasury stock, at cost (2,349,401) (2,349,401)
------------- -------------
Total stockholders' equity 59,563,040 59,842,762
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 677,720,778 $ 675,857,105
============= =============
The accompanying notes are an integral part of these consolidated
financial statements.
1
CONSOLIDATED STATEMENTS OF INCOME
IBT BANCORP, INC. AND SUBSIDIARY
THREE MONTHS ENDED MARCH 31,
---------------------------
2005 2004
---------- ----------
(UNAUDITED)
INTEREST INCOME
Loans, including fees $6,724,232 $6,590,525
Investment securities 2,005,579 1,719,582
Federal funds sold 8,220 457
---------- ----------
Total interest income 8,738,031 8,310,564
INTEREST EXPENSE
Deposits 2,317,160 2,111,083
FHLB advances 729,507 693,020
Repurchase agreements 64,946 20,551
Federal funds purchased 15,011 27,690
---------- ----------
Total interest expense 3,126,624 2,852,344
---------- ----------
NET INTEREST INCOME 5,611,407 5,458,220
PROVISION FOR LOAN LOSSES 300,000 125,000
---------- ----------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 5,311,407 5,333,220
OTHER INCOME
Service fees 848,221 550,802
Investment security gains 81,111 184,233
Debit card fees 175,075 128,803
Other income 520,263 484,217
---------- ----------
Total other income 1,624,670 1,348,055
OTHER EXPENSES
Salaries 1,407,008 1,329,624
Pension and other employee benefits 471,504 468,851
Occupancy expense 433,749 442,438
Data processing expense 236,007 220,187
Pennsylvania shares tax 131,643 125,430
Advertising expense 59,574 78,565
Other expenses 970,676 984,742
---------- ----------
Total other expenses 3,710,161 3,649,837
---------- ----------
INCOME BEFORE INCOME TAXES 3,225,916 3,031,438
PROVISION FOR INCOME TAXES 901,770 678,843
---------- ----------
NET INCOME $2,324,146 $2,352,595
========== ==========
BASIC EARNINGS PER SHARE $ 0.79 $ 0.79
========== ==========
DILUTED EARNINGS PER SHARE $ 0.78 $ 0.78
========== ==========
DIVIDENDS PER SHARE $ 0.46 $ 0.40
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
2
CONSOLIDATED STATEMENTS OF CASH FLOWS
IBT BANCORP, INC. AND SUBSIDIARY
THREE MONTHS ENDED MARCH 31,
----------------------------
2005 2004
------------ ------------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,324,146 $ 2,352,595
Adjustments to reconcile net cash
from operating activities:
Depreciation 244,548 252,429
Increase in cash surrender value of insurance (107,515) (112,918)
Net amortization/accretion of
premiums and discounts 277,780 271,736
Investment security gains (81,111) (184,233)
Provision for loan losses 300,000 125,000
Increase (decrease) in cash due
to changes in assets and liabilities:
Other assets 290,624 350,551
Accrued interest and other liabilities 1,719,028 651,080
------------ ------------
NET CASH FROM OPERATING ACTIVITIES 4,917,500 3,706,240
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of securities
available for sale -- 23,150,373
Proceeds from maturities of securities
available for sale 12,892,904 9,579,468
Purchase of securities available for sale (14,645,746) (43,150,969)
Net decrease (increase) in loans made to customers 6,940,362 (3,442,925)
Purchases of premises and equipment (98,219) (58,106)
Proceeds from sales of Federal Home Loan Bank stock 2,022,300 1,141,900
Purchase of Federal Home Loan Bank stock (1,629,000) (1,791,800)
------------ ------------
NET CASH FROM (USED BY) INVESTING ACTIVITIES 5,482,601 (14,572,059)
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in deposits (2,908,336) (2,112,223)
Net increase in securities sold
under repurchase agreements 4,372,924 4,275,994
Dividends paid (1,359,509) (1,191,062)
Proceeds from FHLB advances -- 8,000,000
Repayment of FHLB advances (399,188) (191,880)
Federal funds purchased -- 2,300,000
Exercised stock options -- (290,495)
------------ ------------
NET CASH (USED BY) FROM FINANCING ACTIVITIES (294,109) 10,790,334
------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 10,105,992 (75,485)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 16,187,171 15,828,695
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 26,293,163 $ 15,753,210
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
IBT BANCORP, INC. AND SUBSIDIARY
PERIOD ENDED MARCH 31, 2005
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments consisting of normal recurring
accruals considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2005 are not necessarily
indicative of the results that may be expected for the year ended December 31,
2005 or any future interim period. The interim financial statements should be
read in conjunction with the financial statements and footnotes thereto included
in IBT Bancorp, Inc. and subsidiary Annual Report on Form 10-K for the year
ended December 31, 2004.
NOTE B - EARNINGS PER SHARE
Earnings per share are calculated on the basis of the weighted average number of
shares outstanding. The weighted average shares outstanding was 2,955,455 for
the three months ended March 31, 2005 and 2,977,655 for the three months ended
March 31, 2004.
NOTE C - COMPREHENSIVE INCOME
Total comprehensive income for the three months ended March 31, 2005 and 2004
was $1,079,787 and $3,178,848, respectively.
NOTE D - INVESTMENT SECURITIES
Investment securities available for sale consist of the following:
MARCH 31, 2005
----------------------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
------------- ------------- ------------- -------------
Obligations of
U.S. Government Agencies $ 72,918,391 $ 88,005 $ (778,741) $ 72,227,655
Obligations of State and
political sub-divisions 47,990,970 1,467,826 (378,841) 49,079,955
Mortgage-backed securities 61,999,881 261,679 (1,245,820) 61,015,740
Other securities 192,097 -- -- 192,097
Equity securities 7,887,680 537,902 (12,034) 8,413,548
------------- ------------- ------------- -------------
$ 190,989,019 $ 2,355,412 $ (2,415,436) $ 190,928,995
============= ============= ============= =============
4
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Private Securities Litigation Reform Act of 1995 contains safe harbor
provisions regarding forward-looking statements. When used in this discussion,
the words "believes", "anticipate", "contemplates", "expects", and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties which include changes in interest
rates, risks associated with the effect of opening new branches, the ability to
control costs and expenses, and general economic conditions. IBT Bancorp, Inc.
undertakes no obligation to update those forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
GENERAL
IBT Bancorp, Inc. is a bank holding company headquartered in Irwin,
Pennsylvania, which provides a full range of commercial and retail banking
services through its wholly owned banking subsidiary, Irwin Bank & Trust Co.
(collectively, the "Company"). The Company's stock is traded on the American
Stock Exchange under the symbol IRW.
FINANCIAL CONDITION
At March 31, 2005 total assets increased $1.8 million to $677.7 million
from $675.9 million at December 31, 2004. Asset growth was primarily due an
increase of $9.3 million in federal funds sold offset by a $7.2 million decrease
in net loans.
At March 31,2005, securities available for sale decreased $300,000 to
$190.9 million from $191.2 million at December 31, 2004. This change was
primarily due to the portfolio's U.S. Government agencies and obligations of
state and political sub-divisions, which posted net increases of $1.1 million
and $2.6 million, respectively offset by a net decrease in mortgaged-backed
securities of $4.0 million.
Net loans decreased $7.2 million to $429.3 million at March 31, 2005 from
$436.5 million at December 31, 2004. The net decreases were primarily in real
estate secured mortgage and commercial loans, which dropped $5.0 million and
$2.5 million, respectively. This decrease is primarily due to loan pay-offs from
two large commercial borrowers.
At March 31, 2005, total liabilities increased $2.2 million to $618.2
million from $616.0 million at December 31, 2004. This increase was primarily
the result of increases in repurchase agreements and interest-bearing deposits
of $4.3 million and $2.8 million, respectively offset by a $5.7 million decrease
in non-interest bearing deposits.
Repurchase agreements increased to $19.5 million at March 31, 2005, from
$15.2 million at December 31, 2004. The Company offers its corporate customers
sweep accounts where unused deposit balances are swept into an overnight
repurchase agreement yielding market rates.
5
Interest-bearing deposits increased to $441.8 million at March 31, 2005,
from $439.0 million at December 31, 2004. The increase of $2.8 million was
primarily due to a $10.6 million increase in money market accounts offset by an
$8.0 million decrease in certificate of deposit accounts. Money market increases
are attributed to the offering of a new money market account. The interest rate
paid and the services bundled into this deposit product have impacted its
growth.
Non-interest bearing deposit accounts decreased to $81.5 million at March
31, 2005, from $87.2 million at December 31, 2004. The decrease of $5.7 million
is attributed to normal fluctuations which arise due to the timing of month-end
pension and social security deposits.
At March 31, 2005 total stockholders' equity decreased $200,000 to $59.6
million from $59.8 million at December 31, 2004. The decrease was primarily due
to dividends paid of $1.4 million and a decrease in accumulated other
comprehensive income (net of deferred income taxes) of $1.2 million offset by
net income of $2.3 million. Accumulated other comprehensive income decreased as
a result of changes in the net unrealized gains/losses on securities available
for sale. Because of interest rate volatility, the Company's accumulated other
comprehensive income could materially fluctuate for each interim period and
year-end. See Note D to the consolidated financial statements.
RESULTS OF OPERATIONS
NET INCOME. Net income for the three months ended March 31, 2005 decreased
$29,000, or 1.2%, to $2,324,000, or $.78 per diluted earnings per share from
$2,353,000, or $.78 per diluted earnings per share, for the comparable three
month period in 2004. The decrease for the three months ended March 31, 2005 was
primarily the result of increases in the loan loss provision, other expenses and
income tax expense offset by increases in net interest income and other income.
INTEREST INCOME. Interest income for the three months ended March 31, 2005
increased $427,000 to $8,738,000 from $8,311,000 for the comparable three month
period in 2004. The average balance of interest earning assets increased $33.9
million for the three months ended March 31, 2005, to $634.9 million from $601.0
million for the comparable period in 2004, the yield on these assets decreased 3
basis points to 5.50%, for the three months ended March 31, 2005 from 5.53% for
the comparable period in 2004. The on-going low interest rate environment
continues to put negative pressure on interest earning assets. See "Average
Balance Sheet and Rate/Volume Analysis"
INTEREST EXPENSE. Interest expense for the three months ended March 31,
2005 increased $275,000 to $3,127,000 from $2,852,000 for the comparable period
in 2004. The change in interest expense was primarily attributed to an increase
of $34.9 million in the average balance of interest-bearing liabilities and a 6
basis point increase in the average cost of funds to 2.37% for the three months
ended March 31, 2005 from 2.31% for the comparable period in 2004. See "Average
Balance Sheet and Rate/Volume Analysis"
6
AVERAGE BALANCE SHEET
The following table sets forth certain information relating to the company
for the periods indicated. The average yields and costs are derived by dividing
income or expense on an annualized basis by the average balance of assets or
liabilities, respectively, for the periods presented. Average balances are
derived from average daily balances.
Three Months Ended March 31, Three Months Ended March 31,
2005 2004
----------------------------------------- ----------------------------------------
Average Average
Average Balance Interest Yield/Cost Average Balance Interest Yield/Cost
----------------------------------------- ----------------------------------------
(Dollars In Thousands) (Dollars In Thousands)
Interest-earning assets:
Loans receivable (1) $ 436,054 $ 6,724 6.17% $ 421,939 $ 6,590 6.25%
Investment securities available for
sale (2) 197,348 2,006 4.07% 179,003 1,720 3.84%
Other interest-earning assets (3) 1,533 8 2.14% 32 - 5.74%
------------- ------------ ------ ------------- ------------ ------
Total interest earning assets $ 634,935 $ 8,738 5.50% $ 600,974 $ 8,310 5.53%
Non-interest earning assets 38,766 32,688
------------- -------------
Total assets $ 673,701 $ 633,662
============= =============
Interest-bearing liabilities:
Money market accounts $ 62,194 $ 214 1.37% $ 56,499 $ 118 0.84%
Certificates of Deposit 249,222 1,932 3.10% 239,120 1,857 3.11%
Other liabilities 216,452 981 1.81% 197,411 877 1.78%
------------- ------------ ------ ------------- ------------ ------
Total interest-bearing liabilities $ 527,868 $ 3,127 2.37% $ 493,030 $ 2,852 2.31%
------------ ------ ------------ ------
Non-interest-bearing liabilities 85,493 80,675
------------- -------------
Total liabilities $ 613,361 $ 573,705
Stockholders' equity (4) 60,340 59,957
------------- -------------
Total liabilities and stockholders'
equity $ 673,701 $ 633,662
============= =============
Net interest income $ 5,611 $ 5,458
============ ============
Interest rate spread (5) 3.13% 3.22%
====== ======
Net interest margin (6) 3.54% 3.63%
====== ======
Ratio of average interest-earning
assets to average interest-bearning
liabilities 120.28% 121.89%
====== ======
(1) Average balances include non-accrual loans, and are net of deferred loan
fees.
(2) Includes investment securities, interest-bearing deposits in other
financial institutions and FHLB stock.
(3) Consists of federal funds sold.
(4) Includes net deferred income taxes in excess of deferred tax benefits on
AFS securities (SFAS 115), stock options (SFAS 123/148) and deferred fees
(SFAS 109).
(5) Includes FHLB advances and Federal funds purchased, and repurchase
agreements.
7
(6) Includes capital stock, surplus and unrealized holding gains on SFAS 115
AFS securities.
(7) Interest-rate spread represents the difference between the average yield on
interest-earning assets and the average cost of interest-bearing
liabilities.
(8) Net interest margin represents net interest income as a percentage of
average interest earning assets.
RATE / VOLUME ANALYSIS
The following table shows the effect of changes in volumes and rates on
interest income and interest expense. The changes in interest income and
interest expense attributable to changes in both volume and rate have been
allocated to the changes due to rate. Tax exempt income was not recalculated on
a tax equivalent basis due to the immateriality of the change to the table
resulting from a recalculation.
Three Month Period ended March 31,
2005 vs. 2004
-------------------------------------------
Increase (Decrease)
Due to
-------------------------------------------
Volume Rate Net
------ ---- ---
(Dollars In Thousands)
Interest income:
Loans receivable $220 $(87) $133
Investment securities available
for sale 176 110 286
Other interest earning assets 21 (13) 8
------------------------------------------
Total interest-earning assets $417 $ 10 $427
------------------------------------------
Interest expense:
Money market accounts $ 12 $ 83 $ 95
Certificates of deposit 78 (3) 75
Other liabilities 85 19 104
------------------------------------------
Total interest-bearing
liabilities $175 $ 99 $274
------------------------------------------
Net change in net interest income $242 $(89) $153
===========================================
PROVISION FOR LOAN LOSSES. For the three months ended March 31, 2005
the provision for loan losses was $300,000 compared to $125,000 for the
comparable 2004 period. Losses on several large loans during the last quarter of
2004 and the annual adjustment to the historical loss factors, which are used to
determine the level of provision needed, contributed to increased loan loss
provision in 2005.
8
The provision for loan losses is charged to operations to bring the total
allowance for loan losses to a level that represents management's best estimate
of the losses inherent in the portfolio, based on a monthly review by management
of the following factors:
o Historical experience
o Volume
o Type of lending conducted by the Bank
o Industry standards
o The level and status of past due and non-performing loans
o The general economic conditions in the Bank's lending area; and
o Other factors affecting the collectability of the loans in the
portfolio
Large groups of homogeneous loans, such as residential real estate, small
commercial real estate loans and home equity and consumer loans are evaluated in
the aggregate using historical loss factors and other data. The amount of loss
reserve is calculated using historical loss rates, net of recoveries on a five
year rolling weighted average, adjusted for environmental, and other qualitative
factors such as industry, geographical, economic and political factors that can
effect loss rates or loss measurements.
Large balance and/or more complex loans such as multi-family and commercial
real estate loans may be evaluated on an individual basis and are also evaluated
in the aggregate to determine adequate reserves. As specific loans are
determined to be impaired, specific reserves are assigned based upon collateral
value, market value, if determinable, or the present value of the estimated
future cash flows of the loan.
The allowance is increased by a provision for loan loss which is charged to
expense, and reduced by charge-offs, net of recoveries. Loans are placed on
non-accrual status when they are 90 days past due, unless they are adequately
collateralized and in the process of collection.
The allowance for loan losses is maintained at a level that represents
management's best estimate of losses in the portfolio at the balance sheet date.
However, there can be no assurance that the allowance for losses will be
adequate to cover losses which may be realized in the future and that additional
provisions for losses will not be required.
OTHER INCOME. Total other income for the three months ended March 31, 2005
increased $277,000 to $1,625,000 from $1,348,000 for the comparable three month
period in 2004. The increase in other income for the three months ended March
31, 2005 was primarily due to increases in service fees and debit card fees
collected of $297,000 and $46,000, respectively offset by a decrease in security
gains of $103,000 from the comparable period in 2004. A growing deposit base
supported the increased fees collected. The change in security gains was due to
the sale of select securities in 2004, that were expected to be called, taking
advantage of the steep yield curve and reducing maturity concentrations.
OTHER EXPENSE. Total other expense for the three month period ended March
31, 2005 increased $60,000 to $3,710,000 from $3,650,000 for the comparable
three month period in 2004. Salaries and data processing costs increased $77,000
and $16,000, respectively at March 31, 2005 from the comparable period in 2004
due to annual salary increases and third party
9
processing cost increases. Such increases were offset by a decrease in
advertising and other expenses of $19,000 and $14,000, respectively, for the
comparable periods. The balance of the increase is due to normal increases in
the cost of doing business.
PROVISION FOR INCOME TAXES. Income taxes increased to $902,000 for the
three month period ended March 31, 2005 from $678,000 for the comparable quarter
in 2004 as a result of increases in taxable income due to a decrease in
deductions available for income taxes for exercised stock options and an
increase in the provision for loan losses. Due to these factors, the effective
tax rate increased to 28% for the first quarter of 2005 from 22% for the
comparable quarter in 2004.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no significant changes for the three months ended March 31, 2005
from the information presented in the 10K statement, under the caption Market
Risk, for the year ended December 31, 2004.
ITEM 4. CONTROLS AND PROCEDURES
The Company's management evaluated, with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, the effectiveness of the
Company's disclosure controls and procedures, as of the end of the period
covered by this report. Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms.
There were no changes in the Company's internal control over financial
reporting that occurred during the Company's last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
10
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Registrant is not party to any material legal proceedings at the
present time. From time to time, the Bank is a party to routine legal
proceedings within the normal course of business wherein it enforces
its security interest in loans made by it, and other matters of a like
kind.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
11
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS
The following exhibits are either filed with or incorporated by reference
in this Quarterly Report on Form 10-Q:
3(i) Articles of Incorporation of IBT Bancorp, Inc.*
3(ii) Amended Bylaws of IBT Bancorp, Inc.**
4 Rights Agreement, dated as of November 18, 2003, by and
between IBT Bancorp, Inc. and Registrar and Transfer
Company, as Rights Agent.***
10 Change In Control Severance Agreement with Charles G. Urtin ****
10.1 Deferred Compensation Plan For Bank Directors****
10.2 Death Benefit Only Deferred Compensation Plan For Bank
Directors effective as of January 1, 1990****
10.3 Retirement and Death Benefit Deferred Compensation Plan For Bank
Directors effective as of January 1, 1990****
10.4 2000 Stock Option Plan*****
10.5 Irwin Bank & Trust Company Supplemental Pension Plan ******
31.1 Rule 13a-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a) Certification of Chief Financial Officer
32 Section 1350 Certification
- -------------------------
* Incorporated by reference to the identically numbered exhibits of the
Registrant's Form 10 (File No. 0-25903) filed April 29, 1999.
** Incorporated by reference to the identically numbered exhibit of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.
*** Incorporated by reference to Exhibit 4 to Amendment No. 1 to Form 8-A
(File No. 1-31655) filed November 20, 2003.
**** Incorporated by reference to the identically numbered exhibits of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
***** Incorporated by reference to Exhibit 4.1 the Registrant's Registration
Statement on Form S-8 (File No. 333-40398) filed June 29, 2000.
****** Incorporated by reference to identically numbered exhibit to Registrant's
Annual Report on Form 10-K for fiscal year ended December 31, 2004.
12
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: May 10, 2005 By: /s/ Charles G. Urtin
--------------------------------------------
Charles G. Urtin
President, Chief Executive Officer
(Duly authorized officer)
Date: May 10, 2005 By: /s/ Raymond G. Suchta
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Raymond G. Suchta
Chief Financial Officer
(Principal Financial Officer)
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