Edgar Filing: IBT BANCORP INC /MI/

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934. For the fiscal year ended December 31, 2004
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from to
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Commission File Number: 0-18415
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IBT BANCORP, INC.
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(Exact name of registrant as specified in its charter)

Michigan 38-2830092
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)

200 East Broadway Street, Mt. Pleasant, Michigan 48858
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (989) 772-9471
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
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Securities registered pursuant to Section 12(g) of the Act:

Common Stock - No Par Value
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(Title of Class)

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
[X] Yes [ ] No

The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $205,649,000 as of February 25, 2005.

The number of shares outstanding of the registrant's Common Stock (no par value)
was 4,896,412 as of February 25, 2005.

DOCUMENTS INCORPORATED BY REFERENCE

(Such documents are incorporated herein only to the extent specifically set
forth in response to an item herein.)

Documents Part of Form 10-K Incorporated into
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IBT Bancorp, Inc. Proxy Statement
for its Annual Meeting of Shareholders Part III
to be held April 26, 2005

Explanatory Note

This Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 (the "Original Filing"), which was filed
with the Securities and Exchange Commission on March 16, 2005, is being filed to
revise portions of the language contained in the "Consent of Independent
Registered Public Accounting Firm" included in Exhibit 23. The revised consent
attached hereto as Exhibit 23 supercedes and replaces Exhibit 23 filed with the
Original Filing. The purpose of the revision to the Consent of Independent
Registered Public Accounting Firm is to correct the original consent so that it
covers the independent registered public accounting firm's report on
management's assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial reporting.

As a result of this amendment, (1) the certifications pursuant to Section 302
and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished,
respectively, as exhibits to the Original Filing, have been re-executed and
re-filed as the date of this Form 10-K/A; and (2) a revised Consent of
Independent Registered Public Accounting Firm dated March 11, 2005 to cover both
the report relating to the consolidated financial statements and the report
related to internal control over financial reporting is being filed.

Except for the amendments described above, this Form 10-K/A does not modify or
update our Original Filing. This amendment does not change any previously
reported financial results of operations or any disclosures contained in the
Original Filing.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1. Financial Statements:
The following consolidated financial statements of IBT Bancorp
are incorporated by reference in Item 8:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Changes in Shareholders' Equity
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Cash Flows Notes to Consolidated
Financial Statements

2. Financial Statement Schedules:

All schedules are omitted because they are neither applicable nor required, or
because the required information is included in the consolidated financial
statements or related notes.

3. Exhibits:
3(a) Amended Articles of Incorporation (1)
3(b) Amendment to the Articles of Incorporation (2)
3(c) Amendment to the Articles of Incorporation (4)
3(d) Amendment to the Articles of Incorporation (4)
3(e) Amended Bylaws (previously filed)
10(a) Isabella Bank & Trust Executive Supplemental Income
Agreement (2)*
10(b) Isabella Bank & Trust Deferred Compensation Plan (3)*

10(c) IBT Bancorp, Inc. and Related Companies Deferred
Compensation Plan for Directors (5)*
10(d) Isabella Bank and Trust Death Benefit Only Agreement (6)*
14 Code of Business Conduct and Ethics (7)
21 Subsidiaries of the Registrant (previously filed)
23 Consent of Rehmann Robson, P.C. Independent Registered
Public Accounting Firm
31 Certification pursuant to section 302 of the Sarbanes-
Oxley Act of 2002 by the Chief Executive Officer and Chief
Financial Officer
32 Section 1350 Certification of Chief Executive Officer and
Chief Financial Officer

(1) Previously filed as an Exhibit to the IBT Bancorp, Inc. Form 10-K, dated
March 12, 1991, and incorporated herein by reference.

(2) Previously filed as an Exhibit to the IBT Bancorp, Inc. Form 10-K, dated
March 26, 1994, and incorporated herein by reference.

(3) Previously filed as an Exhibit to IBT Bancorp, Inc. Form 10-K, dated
March 26, 1996, and incorporated herein.

(4) Previously filed as an Exhibit to IBT Bancorp, Inc. Form 10-K, dated
March 22, 2000, and incorporated herein.

(5) Previously filed as an Exhibit to IBT Bancorp, Inc. Form 10-K, dated
March 27, 2001, and incorporated herein.

(6) Previously filed as an Exhibit to IBT Bancorp, Inc. Form 10-K, dated
March 25, 2002, and incorporated herein.

(7) Previously filed as an Exhibit to IBT Bancorp, Inc. Form 10-K, dated
March 15, 2004 and incorporated herein.

* Management Contract or Compensatory Plan or Arrangement.

(b) Exhibits: The response to this portion of Item 15 is submitted as a
separate section of this report entitled, "Index to Exhibits"

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this annual report to be signed on
its behalf by the undersigned, thereunto duly authorized.

IBT BANCORP, INC.
(Registrant)

by:/s/Dennis P. Angner Date: March 24, 2005
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Dennis P. Angner
President and Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signatures Capacity Date
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/s/Dennis P. Angner President and Chief March 24, 2005
-------------------------------------------- Executive Officer
Dennis P. Angner (Principal Executive
& Financial Officer) and Director

/s/Richard J. Barz Director March 24, 2005
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Richard J. Barz

/s/James C. Fabiano Director March 24, 2005
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James C. Fabiano

/s/David W. Hole Director March 24, 2005
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David W. Hole

/s/W. Joseph Manifold Director March 24, 2005
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W. Joseph Manifold

/s/Ronald E. Schumacher Director March 24, 2005
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Ronald E. Schumacher

/s/William J. Strickler Director March 24, 2005
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William J. Strickler

/s/Dale Weburg Director March 24, 2005
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Dale Weburg

/s/David J. Maness Director March 24, 2005
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David J. Maness

EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION
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23 Consent of Rehmann Robson, P.C. Independent Registered Public
Accounting Firm
31 Certification pursuant to section 302 of the Sarbanes-Oxley Act of
2002 by the Chief Executive Officer and Chief Financial Officer
32 Section 1350 Certification of Chief Executive Officer and Chief
Financial Officer