HORIZON BANCORP FORM 10-Q SECURITIES AND EXCHANGE COMMISSION 450 5th Street N.W. Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended MARCH 31, 2002 Commission file number 0-10792 HORIZON BANCORP (Exact name of registrant as specified in its charter) INDIANA 35-1562417 ------- ---------- (State or other jurisdiction of (I.R. S. Employer Identification No.) incorporation or organization) 515 FRANKLIN SQUARE, MICHIGAN CITY, INDIANA 46360 - ------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (219) 879-0211 -------------- Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE (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. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 1,982,700 at APRIL 30, 2002 --------- -------------- HORIZON BANCORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollar Amounts in Thousands) MARCH 31, DECEMBER 31, 2002 2001 - ---------------------------------------------------------------------------------------------------------------------------- ASSETS Cash and due from banks $ 16,197 $ 18,608 Interest-bearing demand deposits 15,036 20 Federal funds sold 30,000 -------------------------------------- Cash and cash equivalents 61,233 18,628 Interest-bearing deposits 249 247 Investment securities, available for sale 80,256 67,338 Loans held for sale 3,445 6,816 Loans, net of allowance for loan losses of $5,579 and $5,410 415,129 461,391 Premises and equipment 15,657 16,197 Federal Reserve and Federal Home Loan Bank stock 6,978 6,738 Interest receivable 2,982 3,209 Other assets 6,775 7,381 -------------------------------------- Total assets $592,704 $587,945 ====================================== LIABILITIES Deposits Noninterest bearing $ 42,758 $ 43,353 Interest bearing 353,966 376,246 -------------------------------------- Total deposits 396,724 419,599 Short-term borrowings 17,857 22,344 Federal Home Loan Bank advances 125,093 105,293 Guaranteed preferred beneficial interests in Horizon Bancorp's subordinated debentures 12,000 Interest payable 819 765 Other liabilities 4,521 5,001 -------------------------------------- Total liabilities 557,014 553,002 -------------------------------------- STOCKHOLDERS' EQUITY Common stock, $.33 1/3 stated value Authorized, 15,000,000 shares Issued, 3,115,284 shares 1,038 1,038 Additional paid-in capital 20,808 20,808 Retained earnings 28,937 28,130 Accumulated other comprehensive income 370 430 Less treasury stock, at cost, 1,129,587 shares (15,463) (15,463) -------------------------------------- Total stockholders' equity 35,690 34,943 -------------------------------------- Total liabilities and stockholders' equity $592,704 $587,945 ====================================== See notes to consolidated financial statements HORIZON BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Dollar Amounts in Thousands, Except Per Share Data) THREE MONTHS ENDED MARCH 31 ---------------------------------- 2002 2001 - ---------------------------------------------------------------------------------------------------------------------------- INTEREST INCOME Loans receivable $ 8,262 $ 9,245 Investment securities: Taxable 888 1,250 Tax exempt 126 6 ---------------------------------- Total interest income 9,276 10,501 ---------------------------------- INTEREST EXPENSE Deposits 2,750 4,840 Federal funds purchased and short-term borrowings 16 121 Federal Home Loan Bank advances 1,244 1,051 Subordinated debentures 11 ---------------------------------- Total interest expense 4,021 6,012 ---------------------------------- NET INTEREST INCOME 5,255 4,489 Provision for loan losses 375 352 ---------------------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,880 4,137 ---------------------------------- OTHER INCOME Service charges on deposit accounts 661 511 Fiduciary activities 553 743 Commission income from insurance agency 176 254 Income from reinsurance company 20 27 Gain on sale of loans 525 498 Other income 297 266 ---------------------------------- Total other income 2,232 2,299 ---------------------------------- OTHER EXPENSES Salaries and employee benefits 2,928 2,733 Net occupancy expenses 443 465 Data processing and equipment expenses 558 517 Other expenses 1,334 1,192 ---------------------------------- Total other expenses 5,263 4,907 ---------------------------------- INCOME BEFORE INCOME TAX AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING METHOD 1,849 1,529 Income tax expense 647 591 ---------------------------------- INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING METHOD 1,202 938 CUMULATIVE EFFECT OF CHANGE IN METHOD OF ACCOUNTING FOR GOODWILL (97) ----------------------------------- NET INCOME $ 1,105 $ 938 =================================== BASIC AND DILUTED EARNINGS PER SHARE BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING METHOD $ .61 $ .47 BASIC AND DILUTED PER SHARE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING METHOD (.05) ----------------------------------- BASIC AND DILUTED EARNINGS PER SHARE $ .56 $ .47 =================================== See notes to consolidated financial statements. HORIZON BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Table Dollar Amounts in Thousands) ACCUMULATED ADDITIONAL OTHER COMMON PAID-IN COMPREHENSIVE RETAINED COMPREHENSIVE TREASURY STOCK CAPITAL INCOME EARNINGS INCOME STOCK TOTAL - ------------------------------------------------------------------------------------------------------------------------------- BALANCES, DECEMBER 31, 2001 $1,038 $20,808 $ 28,130 $ 430 $(15,463) $34,943 Net income $1,105 1,105 1,105 Other comprehensive income, net of tax, unrealized gains on securities (60) (60) (60) -------------------- Comprehensive income $ 1,045 ==================== Cash dividends ($.15 per share) (298) (298) ------------------------- ------------------------------------------------------- BALANCES, MARCH 31, 2002 $ 1,038 $20,808 $ 28,937 $ 370 $(15,463) $35,690 ========================= ======================================================= See notes to consolidated financial statements. HORIZON BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollar Amounts in Thousands) THREE MONTHS ENDED MARCH 31 ---------------------------------- 2002 2001 - ---------------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net income $ 1,105 $ 938 Adjustments to reconcile net income to net cash provided by operating activities Provision for loan losses 375 352 Depreciation and amortization 377 369 Goodwill impairment 160 Deferred income tax 576 (566) Investment securities amortization, net 35 1 Gain on sale of loans (526) (498) Proceeds from sales of loans 34,880 26,829 Loans originated for sale (31,434) (25,829) Loss on sale of other real estate owned 3 Deferred loan fees 4 (21) Unearned income (74) (35) Net change in Interest receivable 227 476 Interest payable 54 271 Other assets (44) 442 Other liabilities (480) 58 -------------------------- Net cash provided by operating activities 5,238 2,787 -------------------------- INVESTING ACTIVITIES Net change in interest-bearing deposits (2) (4) Purchases of securities available for sale (17,932) Proceeds from maturities, calls, and principal repayments of securities available for sale 4,830 7,814 Net change in loans 46,297 (5,564) Recoveries on loans previously charged-off 186 46 Purchases of premises and equipment 88 (127) Purchase of Federal Reserve and Federal Home Loan Bank stock (240) -------------------------- Net cash provided by investing activities 33,227 2,165 -------------------------- FINANCING ACTIVITIES Net change in Deposits (22,875) 16,049 Short-term borrowings (4,487) (18,055) Federal Home Loan Bank advance 49,800 60,000 Repayment of Federal Home Loan Bank advance (30,000) (75,000) Proceeds from issuance of trust preferred securities 12,000 Dividends paid (298) (286) Purchase of treasury stock (47) -------------------------- Net cash provided (used) by financing activities 4,140 (17,339) -------------------------- NET CHANGE IN CASH AND CASH EQUIVALENT 42,605 (12,387) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 18,628 35,051 -------------------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 61,233 $ 22,664 ========================== ADDITIONAL CASH FLOWS INFORMATION Interest paid $ 3,967 $ 5,741 Income tax paid 90 See notes to consolidated financial statements. HORIZON BANCORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table Dollar Amounts in Thousands) NOTE 1 -- ACCOUNTING POLICIES The accompanying consolidated financial statements include the accounts of Horizon Bancorp (Horizon) and its wholly-owned subsidiaries, Horizon Bank, N.A. (Bank), HBC Insurance Group, Inc. (Insurance Company), and Horizon Statutory Trust 1 (Trust). All intercompany balances and transactions have been eliminated. The results of operations for the period ended March 31, 2002 and March 31, 2001 are not necessarily indicative of the operating results for the full year of 2002 or 2001. These interim financial statements are prepared without audit and reflect all adjustments (consisting of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the consolidated position of Horizon Bancorp at March 31, 2002 and its results of operations and cash flows for the periods presented. Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding. All share and per share amounts have been adjusted to give effect for a three for one stock split declared on October 16, 2001. The accompanying consolidated financial statements do not purport to contain all the necessary financial disclosure required by generally accepted accounting principles that might otherwise be necessary in the circumstances and should be read in conjunction with the 2001 Horizon Bancorp consolidated financial statements and related notes thereto included in its Annual Report for the year ended December 31, 2001. The Company formed a wholly owned subsidiary in 2002, Horizon Statutory Trust I, for the purpose of participating in a Pooled Trust Preferred Program. See Note 7 for further discussion regarding this program. In 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets". SFAS 142 no longer permits amortization of goodwill and establishes a new method of testing goodwill for impairment by using a fair-value based approach. Under this statement goodwill is to be evaluated for possible impairment as of January 1, 2002, and periodically thereafter. Horizon adopted SFAS 142 on January 1, 2002. As required by this standard, an initial test for goodwill impairment was performed which compared the fair value of our Insurance Agency (a subsidiary of the Bank) to its net book value. Market values for comparable agencies, as well as other factors, were used as the basis for determining the fair value of the Insurance Agency. As a result of this testing, Horizon recorded an impairment loss on goodwill of $160 thousand ($97 thousand after-tax) as a cumulative effect of change in accounting method in the first quarter of 2002. HORIZON BANCORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table Dollar Amounts in Thousands) NOTE 2 -- INVESTMENT SECURITIES 2002 ---------------------------------------------------------------------- GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR MARCH 31 COST GAINS LOSSES VALUE - ---------------------------------------------------------------------------------------------------------------------------- Available for sale U. S. Treasury and federal agencies $ 17,564 $ 51 $ (16) $ 17,599 State and municipal 15,029 256 (437) 14,848 Federal agency collateralized mortgage obligations 17,802 418 (42) 18,178 Federal agency mortgage backed pools 29,299 371 (39) 29,631 ---------------------------------------------------------------------- Total investment securities $ 79,694 $ 1,096 $(534) $ 80,256 ======================================================================== 2001 ------------------------------------------------------------------------ GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR DECEMBER 31 COST GAINS LOSSES VALUE - ---------------------------------------------------------------------------------------------------------------------------- Available for sale U. S. Treasury and federal agencies $20,255 $ 123 $ (59) $20,319 State and Municipal 15,411 277 (378) 15,310 Federal agency collateralized mortgage 17,150 468 (26) 17,592 obligations Federal agency mortgage backed pools 13,812 310 (5) 14,117 ------------------------------------------------------------------------ Total investment securities $66,628 $1,178 $(468) $67,338 ======================================================================== HORIZON BANCORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table Dollar Amounts in Thousands) The amortized cost and fair value of securities available for sale at March 31, 2002, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. AVAILABLE FOR SALE ----------------------------------- AMORTIZED FAIR VALUE COST - ---------------------------------------------------------------------------------------------------------------------------- Within one year $ 2,038 $ 2,050 One to five years 8,606 8,754 Five to ten years 9,959 10,091 After ten years 11,990 11,553 ----------------------------------- 32,593 32,448 Federal agency collateral mortgage obligations 17,802 18,177 Federal agency mortgage backed pools 29,299 29,631 ----------------------------------- $ 79,694 $80,256 =================================== There were no sales of securities available for sale during the three months ending March 31, 2002. NOTE 3 -- LOANS MARCH 31, December 31, 2002 2001 - ---------------------------------------------------------------------------------------------------------------------------- Commercial loans $102,465 $100,912 Mortgage warehouse loans 156,353 205,511 Real estate loans 82,639 80,571 Installment loans 79,251 79,807 ------------------------------------ Total loans $420,708 $466,801 ==================================== NOTE 4 -- ALLOWANCE FOR LOAN LOSSES MARCH 31, December 31, 2002 2001 - ---------------------------------------------------------------------------------------------------------------------------- Allowance for loan losses Balances, beginning of period $5,410 $4,803 Provision for losses, operations 375 1,505 Recoveries on loans 186 683 Loans charged off (392) (1,581) ------------------------------------ Balances, end of period $5,579 $5,410 ==================================== HORIZON BANCORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table Dollar Amounts in Thousands) NOTE 5 -- NONPERFORMING ASSETS MARCH 31, December 31, 2002 2001 - ---------------------------------------------------------------------------------------------------------------------------- Nonperforming loans $1,898 $1,900 Other real estate owned 840 538 ------------------------------------ Total nonperforming assets $2,738 $2,438 ==================================== NOTE 6 -- GOODWILL The changes in the carrying amount of goodwill for the three months ended March 31, 2002, were: 2002 -------------------- Balance as of January 1 $1,032 Impairment loss (160) -------------------- Balance as of March 31, 2002 $ 872 ==================== Goodwill impairment testing was performed which compared the fair value of the Insurance Agency reporting unit to its carrying value. Market value multiples for comparable agencies, as well as other factors, were used as the basis for determining the fair value of the Insurance Agency. As a result of this testing, Horizon recorded an impairment loss on goodwill of $160 thousand ($97 thousand after-tax) as a cumulative effect of change in accounting method in the first quarter of 2002. Financial Accounting Standards Board Statement No. 142, Goodwill and Other Intangibles, requires transitional disclosures regarding the change in amortization and other treatment of goodwill and intangible assets for the three months ended March 31, 2001, as follows: THREE MONTHS ENDED MARCH 31 2001 - ---------------------------------------------------------------------------------------------------------- Reported net income $938 Add back: Goodwill amortization, net of tax 13 -------------------- Adjusted net income $951 ==================== NOTE 7 -- OTHER COMPREHENSIVE INCOME THREE MONTHS ENDED MARCH 31 2002 - ---------------------------------------------------------------------------------------------------------- Unrealized gains on securities: Unrealized holding losses arising during the period $(149) Less: reclassification adjustment for gains realized in net income 0 -------------------- Net unrealized gains (149) Tax benefit 89 -------------------- Other comprehensive income $ (60) ==================== HORIZON BANCORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (TABLE DOLLAR AMOUNTS IN THOUSANDS NOTE 8 -- TRUST PREFERRED CAPITAL SECURITIES In March of 2002, Horizon formed Horizon Statutory Trust I (Trust). The Trust is a statutory business trust and is wholly owned by Horizon. The Trust issued $12 million of Trust Preferred Capital Securities as a participant in a pooled trust preferred securities offering. Horizon issued subordinated debentures aggregating $12 million to the Trust. The junior subordinated debentures are the sole assets of the Trust. The junior subordinated debentures and the trust preferred securities pay interest and dividends, respectively, on a quarterly basis. The junior subordinated debentures and the securities bear interest at a rate of 90 day LIBOR plus 3.60% and mature on March 26, 2032 and are non-callable for five years and, after that period, the securities may be called at any quarterly interest payment date at par. The Trust Preferred Capital Securities, subject to certain limitations, are included in Tier 1 Capital for regulatory purposes. Dividends on the Trust Preferred Capital Securities are recorded as interest expense. Costs associated with the issuance of the securities totaling $362 thousand were capitalized and are being amortized over the estimated life of the securities. HORIZON BANCORP AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 ITEM 2 -- INTRODUCTION The purpose of this discussion is to focus on Horizon's financial condition, changes in financial condition and the results of operations in order to provide a better understanding of the consolidated financial statements included elsewhere herein. This discussion should be read in conjunction with the consolidated financial statements and the related notes. FINANCIAL CONDITION Liquidity - --------- The Bank maintains a stable base of core deposits provided by long standing relationships with consumers and local businesses. These deposits are the principal source of liquidity for Horizon. Other sources of liquidity for Horizon include earnings, loan repayment, investment security sales and maturities, sale of real estate loans and borrowing relationships with correspondent banks, including the Federal Home Loan Bank (FHLB). During the three months ended March 31, 2002, cash and cash equivalents increased by approximately $43 million. The source of these funds was a result of a decrease in loans outstanding and additional borrowings from the FHLB. Another source of funds was the proceeds from the issuance of subordinated debentures, which closed on the 26th of March. Approximately $36 million of the increase in cash equivalents are committed to purchase additional investment securities which will settle in April. In addition to liquidity provided from the normal operating, funding, and investing activities of Horizon, at March 31, 2002, Bank has available approximately $54 million in unused credit lines with various money center banks including the FHLB. There have been no other material changes in the liquidity of Horizon from December 31, 2001 to March 31, 2002. Capital Resources - ----------------- The capital resources of Horizon and Bank exceed regulatory capital ratios for "well capitalized" banks at March 31, 2002. Stockholders' equity totaled $35.690 million as of March 31, 2002 compared to $34.943 million as of December 31, 2001. The change in stockholders' equity during the three months ended March 31, 2002 is the result of net income, net of dividends declared, and a decrease in the market value of investment securities available for sale. At March 31, 2002, the ratio of stockholders' equity to assets was 6.02% compared to 5.94% at December 31, 2001. In April of 2002, Horizon registered 200,000 shares of stock for a newly adopted dividend reinvestment and stock purchase plan that will become available to the Company's shareholders in May, 2002. The purpose of the dividend reinvestment plan is to provide participating shareholders with a simple and convenient method of investing cash dividends paid by the Company on its shares of common stock into additional shares of common stock. There have been no other material changes in Horizon's capital resources from December 31, 2001 to March 31, 2002. HORIZON BANCORP AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 Material Changes in Financial Condition - March 31, 2002 compared to December - ----------------------------------------------------------------------------- 31, 2001 - -------- Because of the nature of its activities, Horizon is subject to pending and threatened legal actions that arise in the normal course of business. In management's opinion, after consultation with counsel, none of the litigation to which Horizon or any of its subsidiaries is a party will have a material effect on the consolidated financial position or results of operations of Horizon. During the first quarter of 2002, loans outstanding declined approximately $46 million. This decline occurred almost entirely in the mortgage warehouse area and is primarily related to a general slow down in residential mortgage refinance activity. Deposits declined approximately $23 million during the quarter. This decline occurred primarily in public fund deposits, which were abnormally high at December 31, 2001. Horizon, through a newly formed statutory business trust, participated in a pooled offering of trust preferred securities, raising an additional $12 million of long term debt. This debt will be considered tier 1 equity by the regulatory agencies of the Bank. To cover the cost of this long term debt, the Bank borrowed an additional $40 million, $10 million of which did not settle until April 2, 2002, and invested the entire amount in additional investment securities, the majority of which do not settle until April 2002. The entire transaction will generate an initial net interest spread of approximately 1.35%. Horizon continues to monitor funding sources to reduce the cost of funds and maintain adequate liquidity. There have been no other material changes in the financial condition of Horizon from December 31, 2001 to March 31, 2002. RESULTS OF OPERATIONS Material Changes in Results of Operations - March 31, 2002 Compared to March 31, - -------------------------------------------------------------------------------- 2002 - ---- During the three months ended March 31, 2002, net income totaled $1.105 million or $.56 per share compared to $938 thousand or $.47 per share for the same period in 2001. Net income before the change in accounting method for goodwill was $1.202 million or $.61 per share for the three months ended March 31, 2002. Net interest income was $5.255 million for the three months ended March 31, 2002, compared to $4.489 million for the same period 2001. The provision for loan losses totaled $375 thousand for the three months ended March 31, 2002 compared to $352 thousand for the same period in 2001. The allowance for loan losses to total loans is 1.33% at March 31, 2002 compared to 1.15% at December 31, 2001. Total noninterest income was $2.232 million for the three months ended March 31, 2002 compared to $2.299 million for the same period in 2001. Income from fiduciary activities declined due to a decline in market value of assets under administration. Service charge income increased due to a new overdraft protection product, offered to certain qualified deposit customers Noninterest expense increased $356 thousand or 7.25% for the three months ended March 31, 2002 compared to the same period in 2001. The increase relates to commissions paid to mortgage loan originators and the accounting change related to goodwill. There have been no other material changes in the results of operations of Horizon for three months ending March 31, 2002 and 2001. HORIZON BANCORP AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 Forward-Looking Statements - -------------------------- Certain statements in this section constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements of the Company to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. HORIZON BANCORP AND SUBSIDIARIES PART II - OTHER INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 2002 ITEM 1. LEGAL PROCEEDINGS - ------------------------- See Management's Discussion and Analysis ITEM 2. CHANGES IN SECURITIES - ----------------------------- Not Applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES - --------------------------------------- Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ----------------------------------------------------------- Not Applicable ITEM 5. OTHER INFORMATION - ------------------------- Not Applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ---------------------------------------- a. No reports on Form 8-K were filed during the three months ended March 31, 2002. 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. HORIZON BANCORP 5/9/02 /s/ Craig M. Dwight - ---------------------- ------------------------------------------- Date: BY: Craig M. Dwight President and Chief Executive Officer 5/9/02 /s/ James H. Foglesong - ---------------------- ------------------------------------------- Date: BY: James H. Foglesong Chief Financial Officer