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 March 31, 1998 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:
696,618 at April 20, 1998
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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 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 - 11
3
CONSOLIDATED BALANCE SHEET (THOUSANDS) (UNAUDITED) March 31 Dec 31
1998 1997
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ASSETS
Cash and cash equivalents
Cash and due from banks $ 14,874 $ 19,506
Money market investment 431 852
Federal funds sold 5,125 0
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Total cash and cash equivalents 20,430 20,358
Short-term investments-interest-bearing balances in banks 219 219
Investment securities available for sale, net 53,906 48,638
Investment securities held to maturity,
(Estimated market value of $11,879 March 31, 1998 and 11,598 11,447
$11,756 December 31,1997)
Loans held for sale 2,119
Total loans 258,045 258,115
Allowance for loan losses (2,848) (2,702)
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Net loans 255,197 255,413
Premises and equipment, net 16,238 16,144
Accrued interest receivable 2,098 2,264
Other assets 3,134 3,149
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Total assets $ 362,820 $ 359,751
========= =========
LIABILITIES
Deposits
Noninterest-bearing $ 65,138 $ 61,474
Interest-bearing 212,883 202,939
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Total deposits 278,021 264,413
Short-term borrowings 3,000 16,000
Federal Home Loan Bank Advances 46,000 42,000
Accrued interest payable 790 674
Other liabilities 2,284 3,907
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Total liabilities 330,095 326,994
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Commitments and contingencies
Equity received from contributions and dividends to the ESOP 4,156 4,048
STOCKHOLDERS' EQUITY
Common stock: $1 stated value, 5,000,000 shares authorized and
1,034,428 shares issued, less ESOP shares of 307,478 at March 31, 1998 and 720 720
307,538 December 31, 1997
Additional paid-in capital 7,684 7,763
Retained earnings 24,594 24,355
Unrealized gain/loss on securities available for sale (net of tax) 351 400
Less treasury stock, at cost - 150,799 shares at March 31, 1998 and 146,263 shares at
December 31, 1997 (4,780) (4,529)
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Total stockholders' equity 28,569 28,709
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Total liabilities and stockholder's equity $ 362,820 $ 359,751
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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
1998 1997
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INTEREST INCOME
Interest and fees on loans $ 5,931 $ 6,019
Interest and dividends on investments
Taxable 933 1,047
Nontaxable 110 121
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Total interest income 6,974 7,187
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INTEREST EXPENSE
Interest on deposits 2,475 2,563
Interest on Federal funds purchased and other
short-term borrowings 45 26
Interest on Federal Home Loan Bank advances 589 559
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Total interest expense 3,109 3,148
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NET INTEREST INCOME 3,865 4,039
PROVISION FOR LOAN LOSSES 325 12
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NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,540 4,027
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NONINTEREST INCOME
Service charges on deposits 596 416
Fiduciary income 530 618
Other Income 168 85
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Total noninterest income 1,294 1,119
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NONINTEREST EXPENSE
Salaries and employee benefits 2,114 2,091
Occupancy expense of Company premises, net of rental income 292 308
Data processing and equipment expenses 559 518
Loss on other real estate owned and repossessed collateral 19
Other expenses 1,118 1,119
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Total noninterest expense 4,102 4,036
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INCOME BEFORE INCOME TAXES 732 1,110
PROVISION FOR INCOME TAXES 181 347
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NET INCOME 551 763
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OTHER COMPREHENSIVE INCOME
Change in unrealized gains on securities (49) (303)
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COMPREHENSIVE INCOME $ 502 $ 460
======= =======
Basic earnings per common share $ 0.79 $ 1.06
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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1998 1997
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Balance, beginning of period $ 28,709 $ 29,297
Net income 551 763
Cash dividends ($.45 for the three months ended March 31, 1998 (312) (341)
and March 31, 1997)
Purchase of Treasury Stock (251) (273)
Net repurchases and distributions with ESOP (79)
Change in unrealized gain (loss) on securities available for sale (49) (303)
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Balance, March 31 $ 28,569 $ 29,143
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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
1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 551 $ 763
Adjustments to reconcile net income to net cash from operating activities:
Depreciation 281 286
Net (accretion)/amortization 52 48
Additional paid in capital from release of ESOP shares (49)
Gain/loss on disposal of fixed assets 2 24
Provision for loan losses 325 12
Change in income taxes 32 69
Change in deferred loan fees (30) (11)
Change in unearned income (68) 59
Change in interest receivable 166 (88)
Change in interest payable 116 248
Change in other assets 94 282
Change in other liabilities (1,623) (750)
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Net cash provided by (used in) operating activities (151) 942
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities, calls and principal repayments of investment
securities-available for sale 3,673 2,598
Proceeds from maturities, calls and principal repayments of investment
securities-held to maturity 733 637
Purchase of investment securities-available for sale (9,074)
Purchase of investment securities-held to maturity (885) (1,000)
Change in loans (236) (3,142)
Proceeds from sales of loans 2,207 2,780
Recoveries on loans previously charged off 137 43
Premises and equipment expenditures (377) (1,304)
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Net cash provided by (used in) investing activities (3,822) 612
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase/(decrease) in deposits 13,608 4,219
Dividends paid (312) (341)
Change in short-term borrowings (13,000) (9,049)
Purchase of treasury stock (251) (273)
Change in Federal Home Loan Bank advance 4,000 (1,500)
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Net cash provided by (used in) financing activities 4,045 (6,944)
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NET CHANGE IN CASH AND CASH EQUIVALENTS 72 (5,390)
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CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 20,358 20,340
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 20,430 $ 14,950
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CASH PAID DURING THE YEAR FOR:
Interest $ 2,591 $ 3,396
Income taxes 0 145
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), IMS Investment Management, N.A., (IMS), 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, 1998 and March 31, 1997 are not necessarily indicative of the
operating results for the full year of 1998 or 1997. 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, 1998
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
principles that might otherwise be necessary in the circumstances and should be
read in conjunction with the 1997 Horizon Bancorp consolidated financial
statements and related notes thereto included in its Annual Report for the year
ended December 31, 1997.
Under a new accounting standard, comprehensive income is now reported for all
periods. Comprehensive income includes both net income and other comprehensive
income. Other comprehensive income includes the change in unrealized gains and
losses on securities available for sale.
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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:
Gross Gross
(Thousands) Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
--------- ---------- ---------- ----------
AVAILABLE FOR SALE AT MARCH 31, 1998:
U. S. Treasury and U. S. Government agency securities $ 3,695 $ 63 $ 3,758
FHLMC 12,126 212 (7) 12,331
FNMA 27,890 232 (1) 28,121
GNMA 5,584 123 (2) 5,705
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Total mortgage-backed securities 45,600 567 (10) 46,157
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Total debt securities 49,295 630 (10) 49,915
Equity securities 4,026 16 (51) 3,991
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Total investment securities available for sale $ 53,321 $ 646 $ (61) $ 53,906
======== ======== ======== ========
HELD TO MATURITY AT MARCH 31, 1998:
U. S. Government agency securities $ 1,998 78 $ 0 $ 2,076
Obligations of states and political subdivisions 9,600 206 (3) 9,803
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Total debt securities held to maturity $ 11,598 $ 284 $ (3) $ 11,879
======== ======== ======== ========
AVAILABLE FOR SALE AT DECEMBER 31 1997:
U. S. Treasury and U. S. Government agency securities $ 3,965 $ 60 $ 4,025
GNMA 6,048 140 6,188
FHLMC 13,126 244 13,370
FNMA 20,811 229 21,040
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Total mortgage-backed securities 39,985 613 0 40,598
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Total debt securities 43,950 673 0 44,623
Equity securities 4,020 (5) 4,015
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Total investment securities available for sale $ 47,970 $ 673 $ (5) $ 48,638
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HELD TO MATURITY AT DECEMBER 31, 1997:
U. S. Government agency securities $ 2,040 $ 104 $ 2,144
Obligations of states and political subdivisions 9,407 205 9,612
-------- -------- -------- --------
Total debt securities held to maturity $ 11,447 $ 309 $ 0 $ 11,756
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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,
1998, 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 $ 2,500 $ 2,526
Due after one year through five years 1,195 1,232
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Subtotal 3,695 3,758
Mortgage-backed securities 45,600 46,157
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Total debt securities available for sale $49,295 $49,915
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HELD TO MATURITY:
Due in one year or less $ 2,650 $ 2,668
Due after one year through five years 1,127 1,147
Due after five years through ten years 5,603 5,793
Due after ten years 2,218 2,271
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Total debt securities held to maturity $11,598 $11,879
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
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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
(Thousands) 1998 1997
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Commercial $73,159 $73,177
Real estate mortgage 123,694 120,345
Installment 61,192 64,593
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Total loans held to maturity $258,045 $258,115
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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
(Thousands) 1998 1997
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Balance, beginning of period $2,702 $2,435
Provision charged to expense 325 1,325
Recoveries 137 383
Loan charge-offs (316) (1,441)
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Balance, end of period $2,848 $2,702
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NOTE 5 - NONPERFORMING ASSETS:
- ------------------------------
The following is a summary of nonperforming loans and Other Real Estate Owned
(OREO). OREO is presented before the allowance for OREO losses:
March 31 Dec 31
(Thousands) 1998 1997
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Nonperforming Loans $1,260 $1,181
OREO before allowance for OREO losses 174 125
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Total nonperforming assets $1,434 $1,306
=========== ============
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, 1998
there were no impaired loans outstanding.
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FOR THE THREE MONTHS ENDED MARCH 31, 1998
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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
three months ended March 31, 1998 cash flows were generated from earnings of
$551 thousand, a $13.6 million increase in deposits and a $4.0 million increase
in borrowings from the FHLB. Cash flows were used for a $13.0 million decrease
in short term borrowings and a $5.4 million increase in investment securities.
The net cash position increased $72 thousand, 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, 1998, Bank has available
approximately $42.5 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, 1997 to March 31, 1998.
FOR THE THREE MONTHS ENDED MARCH 31, 1998
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CAPITAL RESOURCES
- -----------------
The capital resources of Horizon and Bank remain strong and exceed regulatory
capital ratios for "well capitalized" banks at March 31, 1998. Stockholders'
equity totaled $32.725 million ($4.156 million from ESOP) as of March 31, 1998
compared to $32.757 million ($4.048 million from ESOP) as of December 31, 1997.
The change in stockholders' equity during the three months ended March 31,1998
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, 1998, the ratio of
stockholders' equity to assets was 9.02% compared to 9.11% at December 31, 1997.
Horizon has selectively purchased shares that became available in the market
from time to time. During the three months ended March 31,1998, management
purchased 4,536 shares at a cost of $270 thousand.
There have been no other material changes in Horizon's capital resources from
December 31, 1997 to March 31, 1998.
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MATERIAL CHANGES IN FINANCIAL CONDITION - MARCH 31, 1998 COMPARED TO
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DECEMBER 31, 1997
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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, 1998
-----------------------------------------
During the first three months of 1998, Horizon has experience significant
prepayments on mortgage loans and home equity loans, classified as installment
loans, due to consumers refinancing these loans at lower interest rates. As a
result, Horizon has held in portfolio the majority of the mortgage loans
originated during the first quarter of 1998 in order to maintain total loans on
the balance sheet.
As of March 31, 1998, the Employee Stock Ownership Plan (ESOP) owned 33.79% of
the outstanding shares of Horizon and is subject to regulation and review by the
Federal Reserve Bank as a bank holding company. Also, shares owned in the ESOP
are subject to the voting decisions of the individual employees and are not
otherwise voted by management. Through their Visions and Values document, the
employees have indicated that it is their intent to maintain their ownership in
Horizon as an independent community bank. They are committed to doing those
things necessary to make it a strong financial institution which brings high
value to its stakeholders - its customers, shareholders, employees and
communities. Horizon Bancorp articles of incorporation require the affirmative
vote of the holders of not less the 70% of the outstanding common stock of the
Corporation to approve any merger or consolidation of the Corporation with or
into any other corporation which: (i) is not recommended by the vote of 70% of
the Corporation's directors; or (ii) is proposed by a person, whether an
individual, partnership, corporation, group, or otherwise, who separately or in
association with one or more other persons holds at the date of the proposal 10%
or more of the then outstanding common stock of the Corporation and such
proposal does not offer to all shareholders of the Corporation consideration for
their shares which is at least equal to the highest percent over book value paid
by such person for the shares of the Corporation held by it at the date of the
proposal. All other business combinations will require the affirmative vote of a
majority of the outstanding common stock of the Corporation. This Article shall
not be altered, amended or repealed except by an affirmative vote of at least
seventy percent (70%) of the total number of shares of the Corporation entitled
to vote on such matter.
There have been no other material changes in the financial condition of Horizon
from December 31, 1997 to March 31, 1998.
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RESULTS OF OPERATIONS
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MATERIAL CHANGES IN RESULTS OF OPERATIONS - MARCH 31, 1998 COMPARED TO
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MARCH 31, 1997.
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During the three months ended March 31, 1998 earnings totaled $551 thousand or
$.79 per share compared to $763 thousand or $1.06 per share for the same period
in 1997.
Net interest income was $3.865 million for the three months ended March 31, 1998
compared to $4.039 million for the same period 1997. The decline in net interest
income primarily related to the decline in volume of loans and the decline in
the volume and rate of investment securities. Investment securities increased at
March 31, 1998 with the purchase of approximately $9 million of mortgage-backed
securities which settled on March 23, 1998.
Total noninterest income for the three months ended March 31, 1998 increased
$175 thousand or 15.6% from the same period in 1997. The largest component of
the change was in the service charge income which increased $180 thousand or
43.3% from the same period in 1997.
The provision for loan losses was $325 thousand for the three months ended March
31, 1998 compared to $12 thousand for the same period in 1997. This increase was
due to the increase in delinquencies and charge-offs which have been experienced
in the consumer loan and credit card portfolio.
Noninterest expense increased $66 thousand or 1.6% to $4.102 million for the
three months ended March 31, 1998, compared to the same period in 1997.
There have been no other material changes in the results of operations of
Horizon from December 31, 1997 to March 31, 1998.
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PART II - OTHER INFORMATION
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For the three months ended March 31, 1998
ITEM 1. LEGAL PROCEEDINGS
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See Management's Discussion and Analysis
ITEM 2. CHANGES IN SECURITIES
- ------- ---------------------
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
5/11/98 /s/ Larry E. Reed
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Date: BY: Larry E. Reed
Chairman and Chief Executive Officer
5/11/98 /s/ Diana E. Taylor
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Date: BY: Diana E. Taylor
Vice President and Chief Financial Officer
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