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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, 1997 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 incorporation or (I.R. S. Employer
organization) Identification No.)
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:
719,132 at April 29, 1997
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HORIZON BANCORP
FORM 10-Q
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL INFORMATION REQUIRED BY RULE 10-01 OF REGULATION S-X
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IS INCLUDED IN THIS FORM 10-Q AS REFERENCED BELOW
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FINANCIAL STATEMENTS PAGE
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 - 11
3
CONSOLIDATED BALANCE SHEET (THOUSANDS) (UNAUDITED)
MARCH 31 DEC 31
1997 1996
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ASSETS
Cash and cash equivalents
Cash and due from banks $13,713 $19,551
Money market investment 1,237 789
Federal funds sold 0 0
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Total cash and cash equivalents 14,950 20,340
Short-term investments-interest-bearing balances in banks 211 211
Investment securities available for sale, net 55,888 59,041
Investment securities held to maturity,
(Estimated market value of $13,195 March 31, 1997 and 13,171 12,810
$12,838 December 31,1996)
Loans held for sale 468 1,034
Total loans 272,063 271,476
Allowance for loan losses (2,197) (2,435)
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Net loans 269,866 269,041
Premises and equipment, net 15,048 14,053
Accrued interest receivable 2,304 2,216
Other assets 3,311 3,292
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Total assets $375,217 $382,038
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LIABILITIES
Deposits
Noninterest-bearing $37,713 $46,050
Interest-bearing 255,686 243,130
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Total deposits 293,399 289,180
Short-term borrowings 3,800 12,849
Federal Home Loan Bank Advances 40,000 41,500
Accrued interest payable 838 590
Other liabilities 3,661 4,411
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Total liabilities 341,698 348,530
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Commitments and contingencies
Equity received from contributions and dividends to the ESOP 4,376 4,211
STOCKHOLDERS' EQUITY
Common stock: $1 stated value, 5,000,000 shares authorized and
1,027,531 shares issued, less ESOP shares of 315,357 at March 31, 1997 708 708
December 31, 1996.
Additional paid-in capital 7,962 7,962
Retained earnings 24,320 23,898
Unrealized gain/loss on securities available for sale (net of tax) (218) 85
Less treasury stock, at cost - 129,810 shares at March 31, 1997 and 124,085 shares at
December 31, 1996. (3,629) (3,356)
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Total stockholders' equity 29,143 29,297
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Total liabilities and stockholder's equity $375,217 $382,038
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See notes to the consolidated financial statements.
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CONSOLIDATED STATEMENTS OF INCOME (THOUSANDS) (UNAUDITED)
Three Months
Ended March 31
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1997 1996
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INTEREST INCOME
Interest and fees on loans $6,019 $5,476
Interest and dividends on investments
Taxable 1,047 1,272
Nontaxable 121 88
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Total interest income 7,187 6,836
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INTEREST EXPENSE
Interest on deposits 2,563 2,278
Interest on Federal funds purchased and securities
sold under agreements to repurchase 26 172
Interest on Federal Home Loan Bank advances 559 316
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Total interest expense 3,148 2,766
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NET INTEREST INCOME 4,039 4,070
PROVISION FOR LOAN LOSSES (Note 4) 12
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NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,027 4,070
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NONINTEREST INCOME
Service charges on deposits 416 374
Fiduciary income 618 510
Other Income 85 104
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Total noninterest income 1,119 988
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NONINTEREST EXPENSE
Salaries and employee benefits 2,091 1,967
Occupancy expense of Company premises, net of rental income 308 279
Data processing and equipment expenses 518 473
Loss on other real estate owned 44
Other expenses 1,119 1,021
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Total noninterest expense 4,036 3,784
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INCOME BEFORE INCOME TAXES 1,110 1,274
PROVISION FOR INCOME TAXES 347 405
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NET INCOME $763 $869
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Earnings per common share $1.06 $1.16
See notes to the consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY (UNAUDITED)
(In thousands)
Three Months
Ended March 31
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1997 1996
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Balance, beginning of period $29,297 $28,553
Net income 763 869
Cash dividends ($.45 for the three months ended March 31, 1997 and (341) (261)
$.35 for the three months ended March 31, 1996)
Purchase of Treasury Stock (273) (68)
Net repurchases and distributions with ESOP
Change in unrealized gain (loss) on securities available for sale (303) (486)
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Balance, March 31 $29,143 $28,607
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See notes to the consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS(THOUSANDS) (UNAUDITED)
March 31 March 31
1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $763 $869
Adjustments to reconcile net income to net cash from operating activities:
Depreciation 286 245
Net (accretion)/amortization 48 100
Additional paid in capital from release of ESOP shares 31
Gain/loss on disposal of fixed assets 24 1
Provision for loan losses 12
Loss on other real estate owned
Change in income taxes 69 206
Change in deferred loan fees (11) 1
Change in unearned income 59 51
Change in interest receivable (88) 15
Change in interest payable 248 83
Change in other assets 282 138
Change in other liabilities (750) (239)
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Net cash provided by operating activities 942 1,501
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of investment securities available for sale Proceeds from
maturities, calls and principal repayments of investment
securities-available for sale 2,598 6,887
Proceeds from maturities, calls and principal repayments of investment
securities-held to maturity 637 973
Purchase of investment securities-available for sale
Purchase of investment securities-held to maturity (1,000) (269)
Change in loans (3,142) (4,831)
Purchase of loans (225)
Proceeds from sales of loans 2,780
Recoveries on loans previously charged off 43 62
Premises and equipment expenditures (1,304) (422)
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Net cash provided by (used in) investing activities 612 2,175
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase/(decrease) in deposits 4,219 (4,892)
Dividends paid (341) (262)
Change in short-term borrowings (9,049) (8,040)
Purchase of treasury stock (273) (68)
Change in Federal Home Loan Bank advance (1,500) 4,000
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Net cash provided by (used in) financing activities (6,944) (9,262)
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NET CHANGE IN CASH AND CASH EQUIVALENTS (5,390) (5,586)
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CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 20,340 22,066
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $14,950 $16,480
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CASH PAID DURING THE YEAR FOR:
Interest $3,396 $2,683
Income taxes 145 100
See notes to the consolidated financial statements.
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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, Horizon 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 March 31, 1997 and March 31, 1996 are
not necessarily indicative of the operating results for the full year of 1997 or
1996. 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, 1997 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 1996
Horizon Bancorp consolidated financial statements and related notes thereto
included in its Annual Report for the year ended December 31, 1996.
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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 MARCH 31, 1997:
U. S. Treasury and U. S. Government agency securities $4,964 $1 $(45) $4,920
Other securities 1,010 (4) 1,006
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Subtotal 5,974 1 (49) 5,926
FHLMC 15,636 60 (167) 15,529
FNMA 24,170 24 (291) 23,903
GNMA 7,269 162 (10) 7,421
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Total mortgage-backed securities 47,075 246 (468) 46,853
Total debt securities 53,049 247 (517) 52,779
Equity securities 3,198 (89) 3,109
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Total investment securities available for sale $56,247 $247 $(606) $55,888
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HELD TO MATURITY AT MARCH 31, 1997:
U. S. Government agency securities $2,618 71 $ 0 $2,689
Obligations of states and political subdivisions 10,553 44 (91) 10,506
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Total debt securities held to maturity $13,171 $115 $(91) $13,195
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AVAILABLE FOR SALE AT DECEMBER 31 1996:
U. S. Treasury and U. S. Government agency securities $4,965 $103 $5,068
Other securities 1,018 (4) 1,014
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Subtotal 5,983 103 (4) 6,082
GNMA 7,620 148 (18) 7,750
FHLMC 16,719 154 (81) 16,792
FNMA 25,344 56 (115) 25,285
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Total mortgage-backed securities 49,683 358 (214) 49,827
Total debt securities 55,666 461 (218) 55,909
Equity securities 3,230 (98) 3,132
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Total investment securities available for sale $58,896 $461 $(316) $59,041
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HELD TO MATURITY AT DECEMBER 31, 1996:
U. S. Government agency securities $2,793 $2,793
Obligations of states and political subdivisions 10,017 75 (47) 10,045
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Total debt securities held to maturity $12,810 $75 $(47) $12,838
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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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(CONTINUED)
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The amortized cost and estimated fair value of debt securities at March 31,
1997, 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 $2,010 $2,008
Due after one year through five years 3,964 3,918
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Subtotal 5,974 5,926
Mortgage-backed securities 47,075 46,853
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Total debt securities available for sale $53,049 $52,779
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HELD TO MATURITY:
Due in one year or less $2,621 $2,622
Due after one year through five years 3,461 3,476
Due after five years through ten years 5,591 5,598
Due after ten years 1,498 1,499
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Total debt securities held to maturity $13,171 $13,195
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
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(In Thousands)
NOTE 3 - LOANS AVAILABLE FOR SALE AND HELD TO MATURITY
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Loans held to maturity are comprised of the following classifications: March 31 Dec 31
1997 1996
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Commercial $76,458 $75,460
Real estate mortgage 131,188 133,739
Installment 64,417 62,277
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Total loans held to maturity $272,063 $271,476
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NOTE 4 - ALLOWANCE FOR LOAN LOSSES
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The following is an analysis of the activity in the allowance for loan losses account: March 31 Dec 31
1997 1996
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Balance, beginning of period $2,435 $2,777
Provision charged to expense 12 66
Recoveries 43 149
Loan charge-offs (293) (557)
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Balance, end of period $2,197 $2,435
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NOTE 5 - NONPERFORMING ASSETS:
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The following is a summary of nonperforming loans and Other Real Estate Owned (OREO). March 31 Dec 31
OREO is presented before the allowance for OREO losses: 1997 1996
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Nonperforming Loans $960 $998
OREO before allowance for OREO losses 625 500
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Total nonperforming assets $1,585 $1,498
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The following is an analysis of the activity in the allowance for OREO account: March 31 Dec 31
1997 1996
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Balance, beginning of period $151 $1,075
Losses on OREO charged to expense
Losses charged to allowance
Reversal of allowance on sale (924)
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Balance, end of period $151 $151
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Horizon adopted Statement of Financial Accounting Standards FAS 114 "Accounting
by Creditors for Impairment of a Loan" as of January 1, 1995. At March 31, 1997
there were no impaired loans outstanding.
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FOR THE THREE MONTHS ENDED MARCH 31, 1997
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS 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
three months ended March 31, 1997 cash flows were generated from earnings of
$763 thousand, a $3.5 million decrease in investment securities and a $4.2
million increase in deposits. Cash flows were used for a $3.1 million increase
in loan demand, a $9.0 million decrease in short term borrowings and a $1.5
million increase in borrowings with FHLB. The net cash position decreased $5.4
million, primarily in cash and due from banks. In addition to liquidity provided
from the normal operating, funding and investing activities of Horizon, at March
31, 1997, Bank has available approximately $45.9 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, 1996 to March 31, 1997.
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FOR THE THREE MONTHS ENDED MARCH 31, 1997
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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 March 31, 1997. Stockholders'
equity totaled $33.519 million ($4.376 million from ESOP) as of March 31, 1997
compared to $33.508 million ($4.211 million from ESOP) as of December 31, 1996.
The change in stockholders' equity during the three months ended March 31,1997
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 March 31, 1997, the ratio of
stockholders' equity to assets was 8.93% compared to 8.77% at December 31, 1996.
Horizon increased its quarterly dividend from $.35 to $.45 per share in March
1997.
Horizon has selectively purchased shares that became available in the market
from time to time. During the three months ended March 31,1997, management
purchased 5,725 shares at a cost of $273 thousand.
There have been no other material changes in Horizon's capital resources from
December 31, 1996 to March 31, 1997.
MATERIAL CHANGES IN FINANCIAL CONDITION - MARCH 31, 1997 COMPARED TO
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DECEMBER 31, 1996
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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 THREE MONTHS ENDED MARCH 31, 1997
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As of January 1, 1997, the Bank discontinued the repurchase agreement deposit
product. This product was classified as a short-term borrowing on the
consolidated balance sheet and accounts for the $9 million decrease in that
category. The majority of these accounts were transferred to money market
accounts with an unrelated brokerage firm and are no longer shown on the
consolidated balance sheet.
There have been no other material changes in the financial condition of Horizon
from December 31, 1996 to March 31, 1997.
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RESULTS OF OPERATIONS
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MATERIAL CHANGES IN RESULTS OF OPERATIONS - MARCH 31, 1997 COMPARED TO
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MARCH 31, 1996.
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During the three months ended March 31, 1997 earnings totaled $763 thousand or
$1.06 per share compared to $869 thousand or $1.16 per share for the same period
in 1996.
Net interest income was $4.039 million for the three months ended March 31, 1997
compared to $4.070 million for the same period 1996.
Total noninterest income for the three months ended March 31, 1997 increased
$131 thousand or 13% from the same period in 1996. The largest component of the
change was in the fiduciary income which increased $108 thousand or 21% from the
same period in 1996.
Noninterest expense increased $252 thousand or 6.7% to $4.036 million for the
three months ended March 31, 1997, compared to the same period in 1996. The
components of this increase include a $124 thousand increase in salaries and
employee benefits, a $46 thousand increase in depreciation expense, a $48
thousand increase in professional and consulting fees and a $20 thousand
increase in losses from frauds and forgeries.
There have been no other material changes in the results of operations of
Horizon from December 31, 1996 to March 31, 1997.
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PART II - OTHER INFORMATION
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For the three months ended March 31, 1997
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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Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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a. Financial Data Schedule
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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
May 9, 1997 /s/ Larry E. Reed
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Date: BY: Larry E. Reed
Chairman and Chief Executive Officer
May 9, 1997 /s/ Diana E. Taylor
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Date: BY: Diana E. Taylor
Vice President and Chief Financial Officer
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