1
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 September 30, 1996 commission file number 0-10792
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HORIZON BANCORP
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(Exact name of registrant as specified in its charter)
Indiana 35-1562417
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
515 Franklin Square, Michigan City, Indiana 46360
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (219) 879-0211
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Securities registered pursuant to Section 12(b) of the Act:
NONE
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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.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
713,337 at November 7, 1996
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2
HORIZON BANCORP
FORM 10-Q
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL INFORMATION REQUIRED BY RULE 10-01 OF REGULATION S-X IS
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INCLUDED IN THIS FORM 10-Q AS REFERENCED BELOW
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FINANCIAL STATEMENTS PAGE
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Consolidated Balance Sheet (Unaudited) 1
Consolidated Statement of Income (Unaudited) 2
Condensed Consolidated Statement of Changes 3
in Stockholders' Equity (Unaudited)
Consolidated Statement of Cash Flows (Unaudited) 4
Notes to the Consolidated Financial Statements (Unaudited) 5 - 12
3
CONSOLIDATED BALANCE SHEET (THOUSANDS) (UNAUDITED) Sept 30 Dec 31
1996 1995
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ASSETS
Cash and cash equivalents
Cash and due from banks $ 14,249 $ 20,987
Money market investment 234 1,079
Federal funds sold 0 0
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Total cash and cash equivalents 14,483 22,066
Short-term investments-Interest-bearing balances in banks 209 206
Investment securities available for sale, net (Note 2) 60,876 74,942
Investment securities held to maturity, (Note 2)
(Estimated market value of $14,543 September 30, 1996 and 14,520 12,167
$12,202 December 31, 1995)
Loans held for sale, at cost which approximates market value 3,308
Total loans held to maturity (Note 3) 259,115 241,662
Allowance for loan losses (Note 4) (2,488) (2,777)
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Net loans held to maturity 256,627 238,885
Premises and equipment, net 12,422 11,027
Accrued interest receivable 2,167 2,900
Other assets 6,494 5,820
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Total assets $ 371,106 $ 368,013
========= =========
LIABILITIES
Deposits
Noninterest-bearing $ 40,506 $ 45,479
Interest-bearing 246,779 243,505
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Total deposits 287,285 288,984
Short-term borrowings 17,365 21,569
Federal Home Loan Bank Advances 30,400 21,400
Accrued interest payable 640 567
Other liabilities 3,348 3,122
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Total liabilities 339,038 335,642
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Commitments and contingencies
Equity received from contributions and dividends to the ESOP 3,142 3,818
STOCKHOLDERS' EQUITY
Common stock: $1 stated value, 5,000,000 shares authorized and
1,027,531 shares issued, less ESOP shares of 315,357 and 295,370 at 712 732
September 30, 1996 and December 31, 1995
Additional paid-in capital 8,776 9,238
Retained earnings 22,677 21,105
Unrealized gain/loss on securities available for sale (net of tax) 29 466
Less treasury stock, at cost - 122,161 shares at September 30, 1996 and 93,745 shares at
December 31, 1995 (3,268) (2,988)
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Total stockholders' equity 28,926 28,553
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Total liabilities and stockholder's equity $ 371,106 $ 368,013
========= =========
See notes to the consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF INCOME (THOUSANDS) (UNAUDITED)
Three Months Nine Months
Ended September 30 Ended September 30
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1996 1995 1996 1995
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INTEREST INCOME
Interest and fees on loans $ 5,923 $ 5,174 $ 17,061 $ 14,875
Interest and dividends on investments
Taxable 1,064 1,308 3,494 4,126
Nontaxable 124 120 315 416
-------- -------- -------- --------
Total interest income 7,111 6,602 20,870 19,417
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INTEREST EXPENSE
Interest on deposits 2,436 2,317 7,036 6,841
Interest on Federal funds purchased and securities
sold under agreements to repurchase 196 227 557 706
Interest on Federal Home Loan Bank advances 398 212 1,037 675
-------- -------- -------- --------
Total interest expense 3,030 2,756 8,630 8,222
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NET INTEREST INCOME 4,081 3,846 12,240 11,195
PROVISION FOR LOAN LOSSES (Note 4) 13 13
-------- -------- -------- --------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,068 3,846 12,227 11,195
-------- -------- -------- --------
NONINTEREST INCOME
Service charges on deposits 362 365 1,159 1,060
Trust department income 488 433 1,517 1,310
Interest Federal tax refund 298
Other Income 133 16 355 107
-------- -------- -------- --------
Total noninterest income 983 814 3,031 2,775
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NONINTEREST EXPENSE
Salaries and employee benefits 1,978 2,197 6,076 6,094
Occupancy expense of Company premises, net of rental income 289 262 833 758
Data processing and equipment expenses 526 437 1,514 1,279
Loss on other real estate owned 32 31 114 344
Other expenses 1,118 1,005 3,149 3,186
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Total noninterest expense 3,943 3,932 11,686 11,661
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INCOME BEFORE INCOME TAXES 1,108 728 3,572 2,373
PROVISION FOR INCOME TAXES 476 11 1,272 (286)
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NET INCOME $ 632 $ 717 $ 2,300 $ 2,659
======== ======== ======== ========
Earnings per common share $ 0.86 $ 0.95 $ 3.09 $ 3.51
See notes to the consolidated financial statements.
5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY (UNAUDITED)
(In thousands)
Three Months Nine Months
Ended September 30 Ended September 30
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1996 1995 1996 1995
---- ---- ---- ----
Balance, beginning of period $ 28,804 $ 27,341 $ 28,553 $ 24,361
Net income 632 717 2,300 2,659
Cash dividends ($1.05 for the nine months ended September 30, 1996 and (258) (274) (776) (830)
$.90 for the nine months ended September 30, 1995)
Purchase of Treasury Stock (25) (256) (280) (702)
Net repurchases and distributions with ESOP (489) (434)
Change in unrealized gain (loss) on securities available for sale 262 382 (437) 2,422
-------- -------- -------- --------
Balance, September 30 $ 28,926 $ 27,910 $ 28,926 $ 27,910
======== ======== ======== ========
See notes to the consolidated financial statements.
6
CONSOLIDATED STATEMENTS OF CASH FLOWS(THOUSANDS) (UNAUDITED) Sept 30 Sept 30
1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,300 $ 2,659
Adjustments to reconcile net income to net cash from operating activities:
Depreciation 899 638
Net (accretion)/amortization 276 117
Reserve for security (gains)/losses (4,071)
Gain/loss on disposal of fixed assets 1 24
Loss on other real estate owned 239
Change in income taxes (150) (82)
Change in deferred loan fees (41) (32)
Change in unearned income 206 (128)
Change in interest receivable 733 142
Change in interest payable 73 174
Change in other assets (1,352) 4,983
Change in other liabilities 226 110
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Net cash provided by operating activities 3,171 4,773
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of investment securities available for sale 8,999
Proceeds from maturities, calls and principal repayments of investment
securities-available for sale 14,078 13,430
Proceeds from maturities, calls and principal repayments of investment
securities-held to maturity 2,544 3,033
Purchase of investment securities-available for sale (993) (12,676)
Purchase of investment securities-held to maturity (4,914) (2,303)
Change in loans (21,949) (6,339)
Purchase of loans (344) (1,122)
Proceeds from sales of loans 959 353
Recoveries on loans previously charged off 119 413
Premises and equipment expenditures (2,295) (1,090)
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Net cash provided by (used in) investing activities (12,795) 2,698
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase/(decrease) in deposits (1,699) (11,605)
Dividends paid (776) (830)
Change in short-term borrowings (4,204) (2,514)
Purchase of treasury stock (280) (702)
Change in Federal Home Loan Bank advance 9,000 (3,000)
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Net cash provided by (used in) financing activities 2,041 (18,651)
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NET CHANGE IN CASH AND CASH EQUIVALENTS (7,583) (11,180)
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CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 22,066 28,134
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 14,483 $ 16,954
======== ========
CASH PAID DURING THE YEAR FOR:
Interest 8,558 8,048
Income taxes 1,464 790
See notes to the consolidated financial statements.
7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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NOTE 1 - BASIS OF PRESENTATION
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The accompanying consolidated financial statements include the accounts
of Horizon Bancorp (Horizon) and its wholly-owned subsidiaries, First Citizens
Bank, N.A. (Bank), HBC Insurance Group, Inc. (Insurance Company) and The Loan
Store, Inc. All intercompany balances and transactions have been eliminated. The
results of operations for the period ended September 30, 1996 and September 30,
1995 are not necessarily indicative of the operating results for the full year
of 1996 or 1995. 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 September 30, 1996 and its results of operations
and cash flows for the periods presented. The accompanying consolidated
financial statements do not purport to contain all the necessary financial
disclosure required by generally accepted accounting principals that might
otherwise be necessary in the circumstances and should be read in conjunction
with the 1995 Horizon Bancorp consolidated financial statements and related
notes thereto included in its Annual Report for the year ended December 31,
1995.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
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NOTE 2 - INVESTMENT SECURITIES AVAILABLE FOR SALE AND HELD TO MATURITY
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The amortized cost and estimated fair value of investment securities available
for sale and held to maturity are as follows:
(Thousands) Gross Gross
Amortized unrealized unrealized
Cost gains losses Fair Value
AVAILABLE FOR SALE AT SEPTEMBER 30, 1996:
U. S. Treasury and U. S. Government agency securities $ 4,995 $ 16 $ 5,011
Other securities 1,025 (9) 1,016
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Subtotal 6,020 16 (9) 6,027
FHLMC 17,345 164 (122) 17,387
FNMA 26,325 77 (150) 26,252
GNMA 7,897 237 (38) 8,096
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Total mortgage-backed securities 51,567 478 (310) 51,735
Total debt securities 57,587 494 (319) 57,762
Equity securities 3,229 (115) 3,114
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Total investment securities available for sale $60,816 $ 494 $ (434) $60,876
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HELD TO MATURITY AT SEPTEMBER 30, 1996:
U. S. Government agency securities $ 2,884 5 $ 0 $ 2,889
Obligations of states and political subdivisions 11,636 43 (25) 11,654
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Total debt securities held to maturity $14,520 $ 48 $ (25) $14,543
======= ======= ======= =======
AVAILABLE FOR SALE AT DECEMBER 31, 1995:
U. S. Treasury and U. S. Government agency securities $ 7,165 $ 16 $ 7,181
Other securities 1,046 (8) 1,038
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Subtotal 8,211 16 (8) 8,219
GNMA 9,061 154 (8) 9,207
FHLMC 21,165 395 (9) 21,551
FNMA 32,491 374 (19) 32,846
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Total mortgage-backed securities 62,717 923 (36) 63,604
Total debt securities 70,928 939 (44) 71,823
Equity securities 3,235 (116) 3,119
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Total investment securities available for sale $74,163 $ 939 $ (160) $74,942
======= ======= ======= =======
HELD TO MATURITY AT DECEMBER 31, 1995:
U. S. Government agency securities $ 3,164 $ 2 $ 3,166
Obligations of states and political subdivisions 9,003 55 (22) 9,036
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Total debt securities held to maturity $12,167 $ 57 $ (22) $12,202
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9
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
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NOTE 2 - INVESTMENT SECURITIES AVAILABLE FOR SALE AND HELD TO MATURITY
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(CONTINUED)
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The amortized cost and estimated fair value of debt securities at September 30,
1996, by contractual maturity, are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
(Thousands) Amortized Fair
Cost Value
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AVAILABLE FOR SALE:
Due in one year or less $ 5,027 $ 5,022
Due after one year through five years 993 1,005
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Subtotal 6,020 6,027
Mortgage-backed securities 51,567 51,735
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Total debt securities available for sale $57,587 $57,762
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HELD TO MATURITY:
Due in one year or less $ 4,526 $ 4,526
Due after one year through five years 3,297 3,298
Due after five years through ten years 4,199 4,215
Due after ten years 2,498 2,504
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Total debt securities held to maturity $14,520 $14,543
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10
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
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(In Thousands)
NOTE 3 - LOANS HELD TO MATURITY
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Loans held to maturity are comprised of the following classifications: Sept 30 Dec 31
1996 1995
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Commercial $ 69,593 $ 66,125
Real estate mortgage 131,747 119,739
Installment 57,775 55,798
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Total loans held to maturity $ 259,115 $ 241,662
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NOTE 4 - ALLOWANCE FOR LOAN LOSSES
The following is an analysis of the activity in the allowance for loan losses account: Sept 30 Dec 31
1996 1995
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Balance, beginning of period $ 2,777 $ 2,555
Provision charged to expense
Recoveries 119 515
Loan charge-offs (408) (293)
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Balance, end of period $ 2,488 $ 2,777
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NOTE 5 - NONPERFORMING ASSETS:
The following is a summary of nonperforming loans and Other Real Estate Owned (OREO) Sept 30 Dec 31
OREO is presented before the allowance for OREO losses: 1996 1995
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Nonperforming Loans $ 1,044 $ 3,909
OREO before allowance for OREO losses 3,593 4,193
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Total nonperforming assets $ 4,637 $ 8,102
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The following is an analysis of the activity in the allowance for OREO account: Sept 30 Dec 31
1996 1995
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Balance, beginning of period $ 1,075 $ 1,801
Losses on OREO charged to expense 48
Losses charged to allowance (24) (774)
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Balance, end of period $ 1,051 $ 1,075
========= =========
Horizon adopted Statement of Financial Accounting Standards FAS 114 "Accounting
by Creditors for Impairment of a Loan" as of January 1, 1995. At September 30,
1996 there were no impaired loans outstanding.
11
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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INTRODUCTION
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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
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LIQUIDITY
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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
nine months ended September 30, 1996, cash flows were generated from earnings of
$2.3 million, a $11.7 million decrease in investment securities and a $9 million
increase in borrowings with FHLB. Cash flows were used for a $21 million
increase in loan demand, a $5 million decrease in short term borrowings and a $2
million decrease in deposits. The net cash position decreased $8 million,
primarily in cash and due from banks. In addition to liquidity provided from the
normal operating, funding and investing activities of Horizon, at September 30,
1996, Bank has available approximately $54.9 million in unused credit lines with
various money center banks.
There have been no other material changes in the liquidity of Horizon from
December 31, 1995 to September 30, 1996.
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FOR THE SIX MONTHS ENDED JUNE 30, 1996
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CAPITAL RESOURCES
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The capital resources of Horizon and Bank remain strong and exceed regulatory
capital ratios for "well capitalized" banks at September 30, 1996. Stockholders'
equity totaled $31.644 million ($3.142 million from ESOP) as of September 30,
1996 compared to $32.371 million ($3.818 million from ESOP) as of December 31,
1995. The decline in stockholders' equity during the nine months ended September
30, 1996 is the result of the decrease in the market value of investment
securities available for sale accounted for as an addition/reduction of
stockholders' equity and net income, net of dividends paid. At September 30,
1996, the ratio of stockholders' equity to assets was 8.54% compared to 8.80%
for 1995. Horizon increased its quarterly dividend from $.30 to $.35 per share
in April 1996.
Horizon has selectively purchased shares that became available in the market
from time to time. During the nine months ended September 30, 1996, management
purchased 6,854 shares at a cost of $776 thousand.
There have been no other material changes in Horizon's capital resources from
December 31, 1995 to September 30, 1996.
MATERIAL CHANGES IN FINANCIAL CONDITION - SEPTEMBER 30, 1996 COMPARED TO
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DECEMBER 31, 1995
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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.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
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Horizon's total loans increased $20.1 million from December 31, 1995 to
September 30, 1996. This increase is primarily the result of strong loan demand
and the implementation of a new credit scoring system.
There have been no other material changes in the financial condition of Horizon
from December 31, 1995 to September 30, 1996.
13
RESULTS OF OPERATIONS
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MATERIAL CHANGES IN RESULTS OF OPERATIONS - SEPTEMBER 30, 1996 COMPARED TO
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SEPTEMBER 30, 1995.
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During the nine months ended September 30, 1996, earnings totaled $2.3 million
or $3.09 per share compared to $2.659 million or $3.51 per share for the same
period in 1995. In March 1995, Horizon received a federal income tax refund
totaling $1.190 million including interest of $298 thousand or $1.57 per share.
Without the effect of the tax refund and related interest income, earnings per
share increased $1.15 or 59%.
Net interest income was $12.240 million for the nine months ended September 30,
1996 compared to $11.195 million for the same period 1995. This increase is
primarily the result of strong loan growth, especially in the direct installment
and mortgage loan portfolios.
Total noninterest income for the nine months ended September 30, 1996, excluding
the effects of interest on Federal income tax refunds of $298, increased $554
thousand or 22% from the same period in 1995. The largest component of the
change was in the Trust Department income which increased $207 thousand or 16%
from the same period in 1995.
Noninterest expense increased slightly from $11.661 million to $11.686 million
for the nine months ended September 30, 1996, compared to 1995.
There have been no other material changes in the results of operations of
Horizon from December 31, 1995 to September 30, 1996.
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PART II - OTHER INFORMATION
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For the nine months ended September 30, 1996
ITEM 1. LEGAL PROCEEDINGS
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See Management's Discussion and Analysis
ITEM 2. CHANGES IN SECURITIES
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Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
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Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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Not Applicable
ITEM 5. OTHER INFORMATION
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First Citizens Bank. N.A. and its wholly owned subsidiary, Trail Creek
Properties, Inc., announced on August 14, 1996 that an agreement has been signed
with Indiana Blue Chip Hotel & Riverboat Casino Resort Corp. ("Blue Chip") for
the sale of property commonly known as Newport Marina and some surrounding
contiguous and noncontiguous parcels to be used for a riverboat gaming site. The
Newport Marina property was acquired by the Bank several year ago in a
foreclosure action on a defaulted loan. The sale resulted in a gain of
approximately $1 million, net of tax.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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a. January 17, 1995 - Significant matters to shareholders
b. March 23, 1995 - Horizon receives $1.190 million income tax refund
c. Exhibit 27 - Financial Data Schedule
15
SIGNATURES
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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
- -------------------------- -----------------------------------------
Date: BY: Larry E. Reed
Chairman and Chief Executive Officer
- -------------------------- -----------------------------------------
Date: BY: Diana E. Taylor
Vice President and Chief Financial
Officer