<PAGE> 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 JUNE 30, 2000 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:
685,824 at JULY 31, 2000
------- -------------
<PAGE> 2
HORIZON BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
-------------------- ----------------------
ASSETS
<S> <C> <C>
Cash and due from banks $ 34,232 $ 34,670
Interest-bearing demand deposits 174
-------------------- ----------------------
Cash and cash equivalents 34,232 34,844
Interest-bearing deposits 237 232
Investment securities, available for sale 67,790 67,880
Loans, net of allowance for loan losses of $4,088 and $3,273 399,193 391,084
Premises and equipment 17,468 18,134
Federal Reserve and Federal Home Loan Bank stock 6,238 5,897
Interest receivable 2,852 2,780
Other assets 5,663 5,145
-------------------- ----------------------
Total assets $533,673 $525,996
==================== ======================
LIABILITIES
Deposits
Noninterest bearing $ 41,669 $ 44,890
Interest bearing 332,868 318,778
-------------------- ----------------------
Total deposits 374,537 363,668
Short-term borrowings 14,700 24,500
Federal Home Loan Bank advances 110,320 105,000
Interest payable 1,002 920
Other liabilities 3,005 2,909
-------------------- ----------------------
Total liabilities 503,564 496,997
-------------------- ----------------------
COMMITMENTS AND CONTINGENCIES
EQUITY RECEIVED FROM CONTRIBUTIONS AND
DIVIDENDS TO THE ESOP 7,113 7,808
STOCKHOLDERS' EQUITY
Common stock, $1 stated value
Authorized -- 5,000,000 shares
Issued-- 1,038,428 shares, less ESOP shares of
147,952 and 165,309 890 873
Additional paid-in capital 13,843 13,153
Retained earnings 23,848 22,629
Accumulated other comprehensive loss (1,203) (1,201)
Less treasury stock, at cost, 352,451 and 350,293 shares (14,382) (14,263)
-------------------- ----------------------
Total stockholders' equity 22,996 21,191
-------------------- ----------------------
Total liabilities and stockholders' equity $533,673 $525,996
==================== ======================
See notes to consolidated financial statements.
</TABLE>
<PAGE> 3
HORIZON BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Dollar Amounts in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
------------------------------- -------------------------------
2000 1999 2000 1999
---------------- -------------- --------------- ---------------
INTEREST INCOME
<S> <C> <C> <C> <C>
Loans receivable $ 9,066 $ 6,156 $ 17,751 $ 12,117
Investment securities:
Taxable 1,219 1,357 2,427 2,576
Tax exempt 2 60 5 161
---------------- -------------- --------------- ---------------
Total interest income 10,287 7,573 20,183 14,854
---------------- -------------- --------------- ---------------
INTEREST EXPENSE
Deposits 3,766 3,149 7,961 6,124
Federal funds purchased and short-term borrowings 222 329 3
Federal Home Loan Bank advances 1,465 730 2,605 1,451
---------------- -------------- --------------- ---------------
Total interest expense 5,453 3,879 10,895 7,578
---------------- -------------- --------------- ---------------
NET INTEREST INCOME 4,834 3,694 9,288 7,276
Provision for loan losses 502 179 1,005 344
---------------- -------------- --------------- ---------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
4,332 3,515 8,283 6,932
---------------- -------------- --------------- ---------------
OTHER INCOME
Service charges on deposit accounts 521 525 983 1,014
Fiduciary activities 710 537 1,377 1,018
Commission income from insurance agency 174 180 403 415
Income from reinsurance company 22 27 60 81
Gain on sale of securities 176 176
Other income 401 92 626 204
--------------- --------------- ---------------- --------------
Total other income 1,828 1,537 3,449 2,908
---------------- -------------- --------------- ---------------
OTHER EXPENSES
Salaries and employee benefits 2,138 2,232 4,393 4,385
Net occupancy expenses 443 388 889 794
Data processing and equipment expenses 545 509 1,059 1,028
Other expenses 1,308 1,026 2,379 2,014
--------------- --------------- ---------------- --------------
Total other expenses 4,434 4,155 8,720 8,221
---------------- -------------- --------------- ---------------
Income Before Income Tax 1,726 897 3,012 1,619
Income tax expense 677 267 1,183 502
---------------- -------------- --------------- ---------------
NET INCOME FROM CONTINUING OPERATIONS 1,049 630 1,829 1,117
---------------- -------------- --------------- ---------------
</TABLE>
<PAGE> 4
HORIZON BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME - CONTINUED
(Dollar Amounts in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
-------------------------------- --------------------------------
2000 1999 2000 1999
---------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
DISCONTINUED OPERATIONS
Income (loss) from operation of discontinued
subsidiary (less tax benefit of
$6 in 2000 and $56 in 1999) $ 8 $ (39) $ 10 $ (82)
Loss on disposal of subsidiary, including
provision for operating losses
during phase-out period (less tax benefit
of $32 in 1999) (50) (49)
---------------- --------------- ---------------- ---------------
Total income (loss) from discontinued operations
8 (89) 10 (131)
---------------- --------------- ---------------- ---------------
NET INCOME $ 1,057 $ 541 $ 1,839 $ 986
================ =============== ================ ===============
Basic and Diluted Earnings per Share from continuing operations
$ 1.52 $ 0.96 $ 2.65 $ 1.68
Basic and Diluted Earnings per Share from income (loss) on
discontinued operations 0.01 (0.14) 0.01 (0.20)
---------------- --------------- ---------------- ---------------
BASIC AND DILUTED EARNINGS PER SHARE $ 1.53 $ 0.82 $ 2.66 $ 1.48
================ =============== ================ ===============
See notes to consolidated financial statements.
</TABLE>
<PAGE> 5
HORIZON BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Table Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
Accumulated
Additional Other
Paid-in Comprehensive Retained Comprehensive Treasury
Common Stock Capital Income Earnings Loss Stock Total
------------- ------------ --------------- ---------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCES, DECEMBER 31, 1999 $873 $13,153 $22,629 $(1,201) $(14,263) $21,191
Net income $1,839 1,839 1,839
Other comprehensive income,
net of tax
Unrealized losses on
securities
(2) (2) (2)
---------------
Comprehensive income
$1,837
===============
Cash dividends ($.90 per
share) (620) (620)
Re-issuance of 1,476 shares
of treasury stock 12 48 60
Purchase of 3,788 shares of
treasury stock (167) (167)
Net purchases and
distributions with ESOP 17 678 695
------------- ------------ ---------- --------------- ------------ ------------
BALANCES, JUNE 30, 2000 $890 $13,843 $23,848 $(1,203) $(14,382) $22,996
============= ============ ========== =============== ============ ============
</TABLE>
See notes to consolidated financial statements.
<PAGE> 6
HORIZON BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
Six Months
Ended June 30
-------------------------------------
2000 1999
----------------- -------------------
OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 1,839 $ 986
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 1,005 540
Additional paid-in capital from release of ESOP shares 98
Depreciation and amortization 730 655
Deferred income tax (167) (23)
Investment securities amortization, net 48 109
Gain on sale of investment securities (176)
Loss on disposal of fixed assets 21
Gain on sale of loans (170)
Proceeds from sales of loans 13,340
Deferred loan fees ( 30) (44)
Unearned income (140) 292
Net change in:
Interest receivable (72) (331)
Interest payable 82 (31)
Other assets (350) 1,581
Other liabilities 96 4,763
----------------- -------------------
Net cash provided by operating activities 16,211 8,440
----------------- -------------------
INVESTING ACTIVITIES~
Net change in interest-bearing deposits (5) (3)
Purchases of securities available for sale (7,908) (30,644)
Proceeds from maturities, calls, and principal repayments
of securities available for sale 7,947 13,533
Proceeds from sales of securities available for sale 8,257
Proceeds from maturities, calls, and principal repayments of
securities held to maturity 2,000
Purchase of Federal Home Loan Bank stock (341)
Net change in loans (22,336) (15,398)
Recoveries on loans previously charged-off 222 171
Purchases of premises and equipment (64) (1,161)
----------------- -------------------
Net cash used by investing activities (22,485) (23,245)
----------------- -------------------
FINANCING ACTIVITIES
Net change in
Deposits 10,869 20,213
Short-term borrowings (9,800) (600)
Federal Home Loan Bank advance 65,320
Repayment of Federal Home Loan Bank advance (60,000)
Re-issuance of Treasury Stock 60
Dividends paid (620) (576)
Purchase of treasury stock (167) (2,313)
----------------- -------------------
Net cash provided by financing activities 5,662 16,724
----------------- -------------------
NET CHANGE IN CASH AND CASH EQUIVALENT (612) 1,919
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 34,844 31,869
----------------- -------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $34,232 $33,788
================= ===================
ADDITIONAL CASH FLOWS INFORMATION
Interest paid $ 10,977 $ 7,767
Income tax paid 1,230 150
</TABLE>
See notes to consolidated financial statements.
<PAGE> 7
HORIZON BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
NOTE 1 - BASIS OF PRESENTATION
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 periods ended June 30, 2000 and June 30, 1999 are not
necessarily indicative of the operating results for the full year of 2000 or
1999. 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 June 30, 2000 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 1999 Horizon
Bancorp consolidated financial statements and related notes thereto included in
its Annual Report for the year ended December 31, 1999.
NOTE 2 - INVESTMENT SECURITIES
<TABLE>
<CAPTION>
2000
-----------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
June 30 Cost Gains Losses Value
------------------------------------------------------ ----------------- ----------------- ---------------- ------------------
Available for sale
<S> <C> <C> <C> <C>
U.S. Treasury and federal agencies $ 24,918 $ 23 $ (782) $ 24,159
State and municipal 5,250 13 (152) 5,111
FHLMC mortgage-backed securities 6,195 8 (108) 6,095
FNMA mortgage-backed securities 15,174 22 (310) 14,886
GNMA collateralized mortgage obligation
8,039 (570) 7,469
FHLMC collateralized mortgage obligation
5,844 (20) 5,824
FNMA collateralized mortgage obligation
4,039 37 (41) 4,035
Marketable equity securities 315 (104) 211
----------------- ----------------- ---------------- ------------------
Total available for sale $ 69,774 $ 103 $ (2,087) $ 67,790
================= ================= ================ ==================
</TABLE>
<PAGE> 8
HORIZON BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Table Dollar Amounts in Thousands)
NOTE 2 - INVESTMENT SECURITIES
<TABLE>
<CAPTION>
1999
------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
December 31 Cost Gains Losses Value
---------------------------------------------------------- ----------------- ----------------- ------------------ -----------------
Available for sale
<S> <C> <C> <C> <C>
U.S. Treasury and federal agencies $30,428 $18 $ (866) $29,580
State and Municipal 4,230 (130) 4,100
FHLMC mortgage-backed securities 6,722 14 (127) 6,609
FNMA mortgage-backed securities 16,843 40 (267) 16,616
GNMA collateralized mortgage obligations 8,051 (582) 7,469
FHLMC collateralized mortgage obligation 964 (19) 945
FNMA collateralized mortgage obligations 2,307 (32) 2,275
Marketable equity securities 315 (29) 286
----------------- ----------------- ------------------ ------------------
Total investment securities $69,860 $72 $(2,052) $67,880
================= ================= ================== ==================
</TABLE>
The amortized cost and fair value of securities available for sale at June 30,
2000, 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.
<TABLE>
<CAPTION>
Available for Sale
-----------------------------------
Amortized Fair
Cost Value
----------------- -----------------
<S> <C> <C>
Within one year $ 1,031 $ 1,035
One to five years 15,588 15,265
Five to ten years 10,249 9,934
After ten years 3,300 3,036
----------------- -----------------
30,168 29,270
Mortgage-backed securities 21,369 20,981
Collateralized mortgage obligations 17,922 17,328
Marketable equity securities 315 211
----------------- -----------------
$ 69,774 $ 67,790
================= =================
</TABLE>
There were no sales of securities available for sale during the six months ended
June 30, 2000.
During 1999, debt securities with an amortized cost of $10.050 million were
transferred from held to maturity to available for sale so the Bank could
minimize the tax consequences of holding tax-exempt securities. The securities
had an unrealized gain of approximately $350 thousand. There were no transfers
between classifications in the six months ended June 30, 2000.
<PAGE> 9
HORIZON BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Table Dollar Amounts in Thousands)
NOTE 3 - LOANS
<TABLE>
<CAPTION>
JUNE 30, December 31,
2000 1999
--------------------- -------------------
<S> <C> <C>
Commercial loans $ 89,255 $ 89,361
Mortgage warehouse loans 100,142 85,542
Real estate loans 141,351 154,717
Installment loans 72,533 64,737
--------------------- -------------------
Total loans $403,281 $394,357
===================== ===================
</TABLE>
NOTE 4 - ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
JUNE 30, December 31,
2000 1999
--------------------- -------------------
Allowance for loan losses
<S> <C> <C>
Balances, beginning of period $ 3,273 $ 2,787
Provision for losses, operations 1,005 1,100
Provision for losses, discontinued operations 250
Recoveries on loans 222 363
Loans charged off (412) (1,227)
--------------------- -------------------
Balances, end of period $ 4,088 $ 3,273
===================== ===================
</TABLE>
NOTE 5 - NONPERFORMING ASSETS
<TABLE>
<CAPTION>
JUNE 30, December 31
2000 1999
--------------------- -------------------
<S> <C> <C>
Nonperforming loans $ 1,770 $ 1,574
Other real estate owned
--------------------- -------------------
Total nonperforming assets $ 1,770 $ 1,574
===================== ===================
</TABLE>
<PAGE> 10
HORIZON BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Table Dollar Amounts in Thousands)
NOTE 6 - OTHER COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
Six Months Ended June 30 2000
------------------
<S> <C>
Unrealized losses on securities:
Unrealized holding losses arising during the period $ (3)
Less: reclassification adjustment for gains (losses) realized in net income
------------------
Net unrealized losses (3)
Tax benefit 1
------------------
Other comprehensive loss $ (2)
==================
</TABLE>
NOTE 7 - DISCONTINUED OPERATIONS
At its April 1999 meeting, the Board of Directors of Horizon Bancorp approved
discontinuing the operations of The Loan Store, Inc., a wholly owned subsidiary
of Horizon Bancorp. On August 13, 1999 substantially all of the assets of The
Loan Store, Inc. were sold. On March 31, 2000, loans totaling approximately $250
thousand were repurchased from the purchaser as outlined in the purchase
agreement. No further recourse exists as a result of this transaction. As of
June 30, 2000, the remaining loans of The Loan Store, Inc. were $242 thousand.
NOTE 8 - ESOP
On July 20, 1999, the Board of Directors of Horizon Bancorp authorized the
termination of the Horizon Bancorp Employee Stock Ownership Plan ("ESOP") as of
December 31, 1999. The debt owed by the ESOP was repaid with the proceeds from
the sale of a portion of the unallocated shares to Horizon Bancorp. All
remaining shares were allocated to participants. The expense related to the
termination of the ESOP was recorded in the third quarter of 1999 and resulted
in an expense of $2.073 million for the year ended December 31, 1999. The
expense recorded was based upon the price of Horizon Bancorp stock. An
independent valuation firm performed a valuation of Horizon Stock and determined
the market price of the stock was $44.00 per share as of December 31, 1999. The
retirement plans of Horizon Bancorp own approximately 22% of the outstanding
shares.
<PAGE> 11
HORIZON BANCORP AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS FOR THE
SIX MONTHS ENDED JUNE 30, 2000
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 six
months ended June 30, 2000, cash and cash equivalents decreased by $612
thousand. In addition to liquidity provided from the normal operating, funding,
and investing activities of Horizon, at June 30, 2000, the Bank has available
approximately $72 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, 1999 to June 30, 2000.
Capital Resources
-----------------
The capital resources of Horizon and the Bank exceed regulatory capital ratios
for "well capitalized" banks at June 30, 2000. Stockholders' equity totaled
$30.109 million ($7.113 million from ESOP) as of June 30, 2000 compared to
$28.999 million ($7.808 million from ESOP) as of December 31, 1999. The change
in stockholders' equity during the six months ended June 30, 2000 is the result
of repurchases of treasury stock and net income, net of dividends paid. At June
30, 2000, the ratio of stockholders' equity to assets was 5.64% compared to
5.51% at December 31, 1999. Horizon did not issue trust preferred stock as
anticipated and disclosed in the 1999 annual report.
There have been no other material changes in Horizon's capital resources from
December 31, 1999 to June 30, 2000.
<PAGE> 12
HORIZON BANCORP AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS FOR THE
SIX MONTHS ENDED JUNE 30, 2000
Material Changes in Financial Condition - June 30, 2000 compared to December 31,
--------------------------------------------------------------------------------
1999
----
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 six months of 2000, deposits increased nearly $11 million and
the Bank sold over $13 million in residential mortgage loans. These moneys were
used to fund growth in consumer loans and warehouse loans. 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, 1999 to June 30, 2000.
Results of Operations
---------------------
Material changes in results of operations - June 30, 2000 compared to June 30,
------------------------------------------------------------------------------
1999
----
During the six months ended June 30, 2000, net income totaled $1.839 million or
$2.66 per share compared to $986 thousand or $1.48 per share for the same period
in 1999.
Net interest income was $9.288 million for the six months ended June 30, 2000
compared to $7.276 million for the same period 1999. The increase attributable
to the addition of the mortgage warehousing program which began in October 1999.
The provision for loan losses totaled $1.005 million for the six months ended
June 30, 2000 compared to $344 thousand for the same period in 1999. The
increase in the provision is available for losses inherent in the entire loan
portfolio. The allowance for loan losses to total loans is 1.01% at June 30,
2000 compared to .83% at December 31, 1999.
Total non-interest income for the six months ended June 30, 2000 increased $541
thousand or 18.60% from the same period in 1999. The two primary components of
the change were an increase in fiduciary fees of $359 thousand and the addition
of transaction fees related to the mortgage warehousing program that began in
October 1999.
Non-interest expense increased $499 thousand or 6.07% for the six months ended
June 30, 2000 compared to the same period in 1999.
<PAGE> 13
HORIZON BANCORP AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS FOR THE
SIX MONTHS ENDED JUNE 30, 2000
Results of Operations (continued)
---------------------------------
At its April, 1999 meeting, the Board of Directors of Horizon Bancorp approved
discontinuing the operations of The Loan Store, Inc., a wholly owned subsidiary
of Horizon Bancorp. On August 13, 1999 substantially all of the assets of The
Loan Store, Inc. were sold. On March 31, 2000, loans totaling approximately $250
thousand were repurchased from the purchaser as outlined in the purchase
agreement. No further recourse exists as a result of this transaction. As of
June 30, 2000, the remaining loans of The Loan Store, Inc. were $242 thousand.
On July 20, 1999, the Board of Directors of Horizon Bancorp authorized the
termination of the Horizon Bancorp Employee Stock Ownership Plan ("ESOP") as of
December 31, 1999. The debt owed by the ESOP was repaid with the proceeds from
the sale of a portion of the unallocated shares to Horizon Bancorp. All
remaining shares were allocated to participants. The expense related to the
termination of the ESOP was recorded in the 3rd quarter of 1999 and resulted in
an expense of $2.073 million for the year ended December 31, 1999. The expense
recorded was based upon the price of Horizon Bancorp stock. An independent
valuation firm performed a valuation of Horizon Stock and determined the market
price of the stock was $44.00 per share as of December 31, 1999. The retirement
plans of Horizon Bancorp own approximately 22% of the outstanding shares.
There have been no other material changes in the results of operations of
Horizon for six months ending June 30, 2000 and 1999.
Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Company currently does not engage in any derivative or hedging activity.
Refer to the Company's 1999 10-K for analysis of the interest rate sensitivity.
The Company believes there have been no significant changes in the interest rate
sensitivity since it was reported in Form 10-K.
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.
<PAGE> 14
HORIZON BANCORP AND SUBSIDIARIES
PART II - OTHER INFORMATION
FOR THE SIX MONTHS ENDED JUNE 30, 2000
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. Financial Data Schedule
b. No reports on Form 8-K were filed during the six months ended
June 30, 2000.
<PAGE> 15
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
8/04/2000 /s/ Robert C. Dabagia
---------------- ------------------------------------------------------
Date: BY: Robert C. Dabagia
Chairman and Chief Executive Officer
8/04/2000 /s/ Diana E. Taylor
---------------- ------------------------------------------------------
Date: BY: Diana E. Taylor
Senior Vice President and Chief Financial Officer
