<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended MARCH 31, 1997 Commission File Number: 0-11672
-------------- -------
HORIZON BANCORP, INC.
---------------------
(Exact name of registrant as specified in its charter)
WEST VIRGINIA 55-0631939
- ---------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
BOX D, BECKLEY, WV 25802-2803
- ---------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
(304) 255-7000
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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 periods 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.
COMMON STOCK, $1.00 PAR VALUE 9,309,050 SHARES
- ---------------------------------------- ------------------------------------
Class Outstanding at April 30, 1997
1
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HORIZON BANCORP, INC.
FORM 10-Q
INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets-March 31, 1997 and December 31, 1996
Condensed Consolidated Statements of Income for The Three Months Ended March
31, 1997 and 1996
Condensed Consolidated Statements of Shareholders' Equity for The Three Months
Ended March 31, 1997 and 1996
Condensed Consolidated Statements of Cash Flows for The Three Months Ended
March 31, 1997 and 1996
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
Signatures
EXHIBIT 11
Computation of Earnings Per Share
EXHIBIT 27
Financial Data Schedule
2
<PAGE> 3
HORIZON BANCORP, INC.
PART I
FINANCIAL INFORMATION
Horizon Bancorp, Inc. and Subsidiaries' consolidated statements of income,
changes in shareholders' equity, and cash flows for the three months ended
March 31, 1996, have been restated to reflect the merger of Twentieth Bancorp,
Inc. on August 30, 1996, under the pooling of interests method of accounting.
The Board of Directors approved a two-for-one stock split effected in the form
of a 100% stock dividend for shareholders of record December 1, 1996. Average
shares outstanding and per share amouts included herein have been adjusted for
this stock split.
3
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- -------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
- -------------------------------------------------------------------------------
HORIZON BANCORP, INC.
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1997 1996
--------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 32,128 $ 36,503
Federal funds sold 1,035 2,455
--------------------------------
Cash and cash equivalents 33,163 38,958
Investment securities:
Available-for-sale, at fair value 195,913 205,923
Held-to-maturity, at cost (approximate fair value of $42,718 at
March 31, 1997 and $43,354 at December 31, 1996) 42,752 42,741
Loans:
Total loans 644,191 633,984
Less: Allowance for loan losses (9,965) (9,607)
--------------------------------
Net loans 634,226 624,377
Premises and equipment, net 16,634 16,580
Accrued interest receivable and other assets 20,158 18,489
--------------------------------
Total assets $942,846 $947,068
================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 116,367 $ 119,831
Interest bearing 673,006 678,165
--------------------------------
Total deposits 789,373 797,996
Short-term borrowings 32,023 29,154
Accrued interest payable and other liabilities 11,750 10,507
--------------------------------
Total liabilities 833,146 837,657
Shareholders' equity:
Common stock, $1 par value; 20,000 shares authorized and 9,309 shares issued,
including 29 and 11 shares in treasury at March 31, 1997 and December 31,
1996 9,309 9,308
Capital surplus 19,766 19,757
Retained earnings 81,537 79,876
Treasury stock (609) (175)
Unrealized (loss) gain on available-for-sale securities (303) 645
--------------------------------
Total shareholders' equity 109,700 109,411
--------------------------------
Total liabilities and shareholders' equity $942,846 $947,068
================================
</TABLE>
See notes to consolidated financial statements.
4
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- -------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
- -------------------------------------------------------------------------------
HORIZON BANCORP, INC.
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
1997 1996
----------------------------
<S> <C> <C>
Interest income:
Interest and fees on loans $14,479 $14,195
Interest and dividends on investment securities:
Taxable 2,900 3,121
Tax-exempt 780 611
Federal funds sold and other 76 219
----------------------------
Total interest income 18,235 18,146
Interest expense:
Deposits 7,021 7,121
Short-term borrowings 285 184
----------------------------
Total interest expense 7,306 7,305
----------------------------
Net interest income 10,929 10,841
Provision for loan losses 700 716
----------------------------
Net interest income after provision for loan losses 10,229 10,125
Other income:
Service charges and fees 880 675
Investment securities losses (38) (1)
Other 493 593
----------------------------
Total other income 1,335 1,267
Other expenses:
Salaries and employee benefits 3,190 3,362
Net occupancy expense 454 396
Equipment expense 534 535
Outside data processing 575 469
Advertising 153 132
Other 1,626 2,174
----------------------------
Total other expenses 6,532 7,068
----------------------------
Income before income taxes 5,032 4,324
Applicable income taxes 1,790 1,491
----------------------------
Net income $ 3,242 $ 2,833
============================
Net income per common share $0.35 $0.30
============================
Dividends per share $0.17 $0.15
============================
Average common shares outstanding 9,295 9,296
============================
</TABLE>
See notes to consolidated financial statements.
5
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- -------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
- -------------------------------------------------------------------------------
HORIZON BANCORP, INC.
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
UNREALIZED
GAIN (LOSS)
ON
AVAILABLE
COMMON CAPITAL RETAINED TREASURY FOR SALE
STOCK SURPLUS EARNINGS STOCK SECURITIES TOTAL
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1996 $9,308 $19,757 $79,876 $(175) $645 $109,411
Three months ended March 31, 1997:
Net income -- -- 3,242 -- -- 3,242
Cash dividends ($0.17 per share) -- -- (1,581) -- -- (1,581)
Change in unrealized gain (loss) on
available-for-sale securities, net
of deferred income taxes -- -- -- -- (948) (948)
Purchase of treasury shares -- -- -- (434) (434)
Exercise of stock options 1 9 10
-------------------------------------------------------------------
Balances at March 31, 1997 $9,309 $19,766 $81,537 $(609) $ (303) $109,700
===================================================================
Balances at December 31, 1995 $4,653 $19,744 $78,592 $(175) $1,569 $104,383
Three months ended March 31, 1996:
Net income -- -- 2,833 -- -- 2,833
Cash dividends declared by pooled
companies:
Horizon ($0.15 per share) -- -- (848) -- -- (848)
Twentieth -- -- -- -- -- --
Change in unrealized gain (loss)
on available-for-sale securities,
net of deferred income taxes -- -- -- -- (1,004) (1,004)
-------------------------------------------------------------------
Balances at March 31, 1996 $4,653 $19,744 $80,577 $ (175) $ 565 $105,364
===================================================================
</TABLE>
See notes to consolidated financial statements.
6
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- -------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- -------------------------------------------------------------------------------
HORIZON BANCORP, INC.
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31
1997 1996
-----------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 3,242 $ 2,833
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and Amortization 441 518
Provision for loan losses 700 716
Loss on sale of investment securities 38 1
Loss on sale of other real estate 8 --
Change in accrued interest receivable and other assets (1,776) (554)
Change in accrued interest payable and other liabilities 1,895 990
-----------------------------------------
Net cash provided by operating activities 4,548 4,504
INVESTING ACTIVITIES
Proceeds from sales of available-for-sale securities 6,063 99
Proceeds from maturities of available-for-sale securities 7,817 6,793
Purchases of available-for-sale securities (5,438) (12,665)
Proceeds from maturities of held-to-maturity securities -- 6,212
Net (increase) decrease in loans (10,561) 4,088
Purchases of premises and equipment (464) (565)
Proceeds from sale of other real estate -- 12
-----------------------------------------
Net cash (used in) provided by investing activities (2,583) 3,974
FINANCING ACTIVITIES
Net (decrease) increase in deposits (8,623) 2,255
Net increase (decrease) in short-term borrowings 2,869 (3,690)
Cash dividends paid (1,581) (848)
Purchase of treasury shares (434) --
Exercise of stock options 9 --
-----------------------------------------
Net cash used in financing activities (7,760) (2,283)
-----------------------------------------
Net (decrease) increase in cash and cash equivalents (5,795) 6,195
Cash and cash equivalents at beginning of period 38,958 39,808
-----------------------------------------
Cash and cash equivalents at end of period $33,163 $46,003
=========================================
</TABLE>
See notes to consolidated financial statements.
7
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- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- -------------------------------------------------------------------------------
HORIZON BANCORP, INC.
MARCH 31, 1997
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
NOTE 1. BASIS OF PRESENTATION
- -------------------------------------------------------------------------------
The accompanying unaudited interim consolidated financial statements have been
prepared by Horizon Bancorp, Inc. ("Horizon"), in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments, consisting of normal recurring
accruals, considered necessary for a fair presentation have been included. The
results of operations for the three month period ended March 31, 1997, are not
necessarily indicative of the results to be expected for the year ending
December 31, 1997.
The Board of Directors approved a two-for-one stock split effected in the form
of a 100% stock dividend for shareholders of record December 1, 1996. Average
shares outstanding and per share amounts for prior periods have been adjusted
for this stock spilt.
These financial statements should be read in conjunction with the financial
statements and notes included in the 1996 Annual Report and Form 10-K of
Horizon Bancorp, Inc.
- -------------------------------------------------------------------------------
NOTE 2. MERGERS AND ACQUISITIONS
- -------------------------------------------------------------------------------
On August 30, 1996, Horizon consummated their merger with Twentieth Bancorp,
Inc. (Twentieth), in a common stock exchange accounted for under the pooling
of interests method of accounting, and accordingly, all prior period financial
statements were restated to include Twentieth. Horizon exchanged 1.01 shares of
it's common stock for each common share of Twentieth.
The following presents the separate results of Horizon and Twentieth for the
three months ended March 31, 1996:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1996
------------------------------------------------
HORIZON TWENTIETH COMBINED
------------------------------------------------
<S> <C> <C> <C>
Net interest income $ 7,288 $ 3,553 $10,841
Net income 2,121 712 2,833
Earnings per share $0.38 $0.20 $0.30
</TABLE>
8
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- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NOTE 3. INVESTMENT SECURITIES
- -------------------------------------------------------------------------------
Management determines the appropriate classification of securities at the time
of purchase. Debt securities are classified as held-to-maturity when Horizon
has the positive intent and ability to hold the securities to maturity.
Held-to-maturity securities are stated at amortized cost. Debt securities not
classified as held-to-maturity and marketable equity securities are classified
as available-for-sale. Available-for-sale securities are stated at fair value,
with the unrealized gains and losses, net of deferred income taxes, reported in
a separate component of shareholders' equity. Horizon does not hold investment
securities for trading purposes.
The amortized cost and estimated fair values of investment securities are as
follows:
<TABLE>
<CAPTION>
MARCH 31, 1997
---------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
---------------------------------------------------------------
<S> <C> <C> <C> <C>
AVAILABLE-FOR-SALE SECURITIES
U.S. Treasury securities and obligations of U.S.
government agencies and corporations $147,823 $537 $ (971) $147,389
Obligations of states and political subdivisions 21,147 180 (127) 21,200
Mortgage-backed securities 12,120 62 (184) 11,998
Other securities 15,376 22 (72) 15,326
---------------------------------------------------------------
Totals $196,466 $801 $(1,354) $195,913
===============================================================
HELD-TO-MATURITY SECURITIES
Obligations of states and political subdivisions $ 42,752 $403 $ (437) $ 42,718
===============================================================
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1996
---------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
---------------------------------------------------------------
<S> <C> <C> <C> <C>
AVAILABLE-FOR-SALE SECURITIES
U.S. Treasury securities and obligations of U.S.
government agencies and corporations $154,053 $1,140 $(354) $154,839
Obligations of states and political subdivisions 21,121 345 (23) 21,443
Mortgage-backed securities 15,219 63 (135) 15,147
Other securities 14,441 91 (38) 14,494
---------------------------------------------------------------
Totals $204,834 $1,639 $(550) $205,923
===============================================================
HELD-TO-MATURITY SECURITIES
Obligations of states and political subdivisions $ 42,741 $ 756 $(143) $ 43,354
===============================================================
</TABLE>
9
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- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NOTE 4. ALLOWANCE FOR LOAN LOSSES
- -------------------------------------------------------------------------------
A summary of changes in the allowance for loan losses follows:
<TABLE>
<CAPTION>
MARCH 31
1997 1996
-------------------------
<S> <C> <C>
Balance at beginning of period $9,607 $8,522
Charge-offs (702) (561)
Recoveries 360 162
-------------------------
Net charge-offs (342) (399)
Provision for loan losses 700 716
-------------------------
Balance at end of period $9,965 $8,839
=========================
Allowance for loan losses as a % of total loans 1.55% 1.44%
Earnings coverage of net charge-offs 9.48X 7.10X
</TABLE>
At March 31, 1997, the recorded investment in loans that are considered to be
impaired under FASB Statement No. 114, "Accounting by Creditors for Impairment
of a Loan," was not significant.
- -------------------------------------------------------------------------------
NOTE 5. NEW ACCOUNTING STANDARDS
- -------------------------------------------------------------------------------
In June 1996, the Financial Accounting Standards Board (FASB) issued Statement
No. 125, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, which is applicable to Horizon effective
January 1, 1997. In October 1996, the FASB agreed to defer the effective date
for one year for the following transactions: securities lending, repurchase
agreements, dollar rolls, and other similar secured transactions. Statement No.
125 establishes standards for determining whether certain transfers of
financial assets should be considered sales of all or part of the assets or as
secured borrowings. Statement No. 125 also establishes standards for
settlements of liabilities through the transfer of assets to a creditor or
obtaining an unconditional release and whether these settlements should prove
the debt extinguished.
The adoption of this standard is not expected to have a material impact on
Horizon's financial statements.
In February 1997, the FASB issued Statement No. 128, "Earnings Per Share,"
(SFAS No. 128) which simplifies the computation of earings per share and makes
such computations more comparable to international accounting standards. Under
SFAS No. 128, primary earnings per share will be replaced with "basic" earnings
per share and will be computed by dividing net income by average common shares
outstanding (exclusive of the impact of common stock equivalents). Fully
diluted earnings per share will be renamed "Diluted" and SFAS No. 128 requires
that both computations be shown on the face of the income statement with equal
prominence except for entities with simple capital structures and then only
basic earnings per share will be required. SFAS No. 128 is effective for interim
and annual financial statements ending after December 15, 1997. Horizon does
not expect SFAS No. 128 to have a material impact on its financial statements.
10
<PAGE> 11
- -------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- -------------------------------------------------------------------------------
INTRODUCTION
Horizon Bancorp, Inc., ("Horizon") is a multi-bank holding company
headquartered in Beckley, West Virginia. Horizon engages in commercial banking
activities and provides financial and trust services to individuals and
commercial customers primarily in Fayette, Greenbrier, Pocahontas, Raleigh,
Summers, Cabell, Wayne, and Lincoln Counties of West Virginia.
The following discussion and analysis is provided to assist readers of the
consolidated financial statements in understanding the operating performance of
Horizon. This discussion should be read in conjunction with the December 31,
1996 consolidated financial statements and the accompanying notes to the
financial statements included in the 1996 annual report.
Throughout the following discussion, dollars are expressed in thousands, except
per share data.
RESULTS OF OPERATIONS
Horizon reported consolidated net income for the first three months of 1997 of
$3,242, or $0.35 per share, compared with $2,833, or $0.30 per share, in the
same period of 1996.
Return on average assets (ROA) measures how effectively Horizon uses its assets
to produce net income while return on average equity (ROE) measures income
earned compared with the amount of shareholders' investment in Horizon. For the
three months ended March 31, 1997, Horizon's ROA was 1.38%, compared to 1.22%
for the three months ended March 31, 1996. For the three months ended March 31,
1997, Horizon's ROE totaled 11.76%, compared to 10.74% for the three months
ended March 31, 1996.
NET INTEREST INCOME
Net interest income is Horizon's largest source of earnings. Net interest
income is influenced by the volume and relative yield (cost) of earning assets
and interest-bearing liabilities and the relative sensitivity of such assets
and liabilities to changes in interest rates. Interest income is presented and
discussed on a fully tax-equivalent basis.
Net interest income increased $371 or 3.35% in the first three months of 1997,
from $11,066 reported for the first three months of 1996. Both interest income
and interest expense increased when comparing the first three months of 1997
with 1996. The increase in interest income resulted from an increase in volume
of average interest-earning assets and changes in the mix of earning assets.
Average loans, Horizon's highest yielding assets, increased $19,815 or 3.22% in
volume during the three months ended March 31, 1997, from the same period of
1996. The increase in loan volume coupled with an increase in average
investment securities accounts for the majority of the increase in net interest
income. These increases are representative of the current economic activity
and efforts by management to extend its market share.
The following table summarizes the composition of average interest-earning
assets and average interest-bearing liabilities, along with the related income
or expense and the weighted average yield or cost of such funds.
11
<PAGE> 12
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET INTEREST MARGIN
-------------------------------------------------------
MARCH 31, 1997 MARCH 31, 1996
--------------------------------------------------------
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE COST BALANCE EXPENSE COST
--------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets:
Federal funds sold $ 5,894 $ 76 5.2% $ 16,565 $ 219 5.3%
Investment securities:
Taxable 178,303 2,900 6.5 193,212 2,989 6.2
Tax exempt (1) 63,168 1,200 7.6 40,972 812 8.0
--------------------------------------------------------
Total investment securities 241,471 4,100 6.8 234,184 3,801 6.5
Total loans (1)(2) 634,792 14,567 9.2 614,977 14,227 9.3
--------------------------------------------------------
Total earning assets
and interest income 882,157 18,743 8.5 865,726 18,247 8.5
Noninterest earning assets:
Cash and due from banks 29,517 28,530
Premises and equipment 16,663 17,280
Other assets 21,152 25,870
Less: Allowance for loan
losses (9,608) (8,575)
----------- ----------
Total assets $939,881 $928,831
=========== ==========
LIABILITIES & SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Demand deposits $124,497 $ 818 2.6% $114,962 $ 735 2.6%
Savings deposits 194,645 1,577 3.2 197,971 1,504 3.1
Certificates of deposit 353,756 4,626 5.2 363,286 4,758 5.3
--------------------------------------------------------
Total interest-
bearing deposits 672,898 7,021 4.2 676,219 6,997 4.2
Short-term borrowings 29,741 285 3.8 21,279 184 3.5
----------- ----------
Total interest-bearing
liabilities and interest
expense 702,639 7,306 4.2 697,498 7,181 4.1
------------------- -------------------
Noninterest-bearing liabilities:
Demand deposits 114,739 113,734
Other 12,273 12,131
----------- ----------
Total liabilities 829,651 823,363
Shareholders' equity 110,230 105,468
----------- ----------
Total liabilities and
shareholders' equity $939,881 $928,831
=========== ==========
Net interest income $11,437 $11,066
============ ============
Spread 4.3% 4.3%
======== ========
Net interest margin 5.2% 5.1%
======== ========
</TABLE>
(1) Fully taxable equivalent using 35%.
(2) Nonaccrual loans are included in average balances.
Horizon's net interest margin for the three months ended March 31, 1997,
increased 10 basis points from the net interest margin for the three months
ended March 31, 1996. Average interest-bearing liabilities at March 31, 1997
increased $5,141 or 0.74% from the $697,498 at March 31, 1996. The increase is
related to securities sold under agreements to repurchase and other short-term
borrowings. The related cost of funds increased 10 basis points, primarily due
to a 30 basis point increase in the cost of short-term borrowings. Horizon's net
interest margin and spread remain strong and are among the best in its peer
group.
12
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- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
ALLOWANCE FOR LOAN LOSSES
At March 31, 1997, the allowance for loan losses as a percentage of total loans
increased to 1.55% from 1.52% at December 31, 1996. During the first three
months of 1997, the allowance was strengthened through a provision for loan
losses of $700 compared to $716 for the same period of 1996. Net charge-offs
were $342 for the three months ended March 31, 1997, compared to $399 for the
same period in 1996. The decline in net charge-offs was due to a higher rate of
recoveries in the first quarter of 1997 as compared to the first quarter of
1996.
Total nonperforming loans were 1.22% of total loans at March 31, 1997, a slight
increase from the 1.13% at December 31, 1996. At March 31, 1997, nonperforming
assets were 0.90% of total assets, an increase from the 0.81% at December 31,
1996.
Nonperforming loans increased $640 or 8.90% at March 31, 1997, compared to the
$7,194 reported at December 31, 1996. The increase was primarily due to two
commercial loans becoming ninety days past due during the first quarter of
1997. Management believes that established reserves for these two loans are
adequate to cover potential loss exposure on these loans.
<TABLE>
<CAPTION>
ANALYSIS OF ASSET QUALITY
-----------------------------
MARCH 31 DECEMBER 31
1997 1996
-----------------------------
<S> <C> <C>
Nonaccruing loans $3,066 $3,466
Loans thirty days past due and accruing interest 4,768 3,728
-----------------------------
Total nonperforming loans 7,834 7,194
Other real estate owned 611 434
-----------------------------
Total nonperforming assets $8,445 $7,628
=============================
Nonperforming loans to total loans 1.22% 1.13%
Nonperforming assets to total assets 0.90% 0.81%
Allowance for loan losses to nonperforming loans 127.20% 133.54%
</TABLE>
NONINTEREST INCOME
Noninterest income is primarily of a fee nature and consists of service charges
on deposits, trust department income, and a variety of miscellaneous
transactions. Noninterest income increased $68 or 5.37% during the three months
ended March 31, 1997 from the $1,267 reported in the same period in 1996. The
increase is primarily due to a $205 increase in service charges, which is
partially offset by a $100 decrease in other income. Service charges increased
due to higher demand deposit balances and other transactions subject to service
charges. Other income decreased due to nonrecurring income in 1996, primarily
estate settlement fees.
NONINTEREST EXPENSE
Noninterest expense is frequently referred to as overhead; that is the cost of
normal operations. Horizon's noninterest expense for the three months ended
March 31, 1997, decreased $536 or 7.58% over the three months ended March 31,
1996. Salaries and employee benefits declined $172 or 5.12% from $3,362 for the
three months ended March 31, 1996 to $3,190 for the three months ended March
31, 1997. The primary reason for the decrease is a reduction in the number of
employees. Net occupancy expense increased $58 or 14.65% during the periods
discussed because of increased building maintenance costs. Outside data
processing increased $106 or 22.60% from $469 for the first quarter of 1996 to
$575 for the first quarter of 1997 and reflects
13
<PAGE> 14
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
higher processing costs because of additional transactions. Other expense
decreased $548 or 25.21% for the periods analyzed. The primary reason for the
decline in other operating expenses was a decrease of $430 in merger costs
associated with the Twentieth transaction.
INCOME TAXES
Income tax expense expressed as a percentage of income before income taxes was
35.57% for the three months ended March 31, 1997, and compares to 34.48% for
the three months ended March 31, 1996.
BALANCE SHEET ANALYSIS
At March 31, 1997, total assets decreased $4,222 or 0.45% from the December 31,
1996 total of $947,068. Investment securities totaled $238,665 at March 31,
1997, and declined $9,999 or 4.02% from the December 31, 1996 total of
$248,664. Total loans increased $10,207 or 1.61% from December 31, 1996 to
March 31, 1997. The increase was due primarily to more favorable economic
conditions in the market area. Net premises and equipment have increased $54 or
0.33% from $16,580 at December 31, 1996 to $16,634 at March 31, 1997.
Total deposits at March 31, 1997 were $789,373 and have decreased $8,623 or
1.08% from the December 31, 1996 total of $797,996. The decrease was primarily
due to the loss of a correspondent bank deposit. At March 31, 1997, short-term
borrowings approximated $32,023 compared to $29,154 at December 31, 1996.
Shareholders' equity increased $289 or 0.26% from the total at December 31,
1996, due to the retention of earnings, net of the decline in unrealized
gain on available-for-sale securities of $948 from $645 at December 31, 1996 to
an unrealized loss of $303 at March 31, 1997. This decline is due to increasing
interest rates.
LIQUIDITY AND INTEREST RATE SENSITIVITY
Horizon's liquidity position is believed to be adequate for the availability of
funds for loan growth and deposit withdrawals, and provide for other
transaction requirements. Liquidity is provided primarily by investments in
cash and cash equivalents and maturities of investments and loans. Horizon's
liquidity position is monitored regularly and management is not aware of any
trends, commitments, or events that are likely to negatively impact liquidity.
Interest rate risk is measured through a static gap analysis and monitored
closely by management. Due to Horizon's stable core deposit base, management
has been able to effectively manage interest rate risk without the use of
derivative products.
CAPITAL RESOURCES AND DIVIDENDS
Shareholders' equity when expressed as a percentage of total assets totaled
11.63% on March 31, 1997, an increase from the 11.55% reported at December 31,
1996. The primary capital ratio, which includes equity plus the allowance for
loan losses, was 12.56% on March 31, 1997, and has increased slightly from the
12.44% reported on December 31, 1996. The Federal regulatory agencies have
adopted risk-based capital guidelines and Horizon continues to be well above
the minimum guidelines for all risk-based ratios.
14
<PAGE> 15
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Pertinent capital ratios were:
<TABLE>
<CAPTION>
Minimum Regulatory
March 31, 1997 December 31, 1996 Requirements
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholders' Equity/Total Assets 11.63% 11.55%
Primary Capital Ratio 12.56% 12.44%
Risk-Adjusted Capital
Total Capital to Risk Weighted Assets 17.38% 17.80% 8.00%
Tier I to Risk Weighted Assets 16.22% 16.50% 4.00%
Tier I to Average Assets 11.46% 11.40% 4.00%
</TABLE>
Management is not aware of any trends, events, or uncertainties, either
favorable or unfavorable, that are likely to have a material effect on
Horizon's liquidity, capital resources or results of operations. There are no
current recommendations by regulatory authorities that, if implemented, would
have a material effect on Horizon.
15
<PAGE> 16
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
HORIZON BANCORP, INC.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings, other than ordinary litigation incidental to
the business, to which Horizon Bancorp or any of its subsidiaries are a party
to or of which any of their property is subject. Management believes that the
liability, if any, resulting from current litigation will not be material to
the reported financial statements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
11. Statement of Computation of Earnings per Share
27. Financial Data Schedule
16
<PAGE> 17
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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, INC.
---------------------
(Registrant)
Date: May 12, 1997 /s/Frank S. Harkins, Jr.
------------ ------------------------
Frank S. Harkins, Jr.
Chairman of the Board
Date: May 12, 1997 /s/C. Duane Blankenship
------------ ------------------------
C. Duane Blankenship
Chief Financial Officer
17
<PAGE> 1
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
EXHIBIT 11
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 30
1997 1996
----------------------------------
<S> <C> <C>
PRIMARY:
Average shares outstanding 9,294,782 9,296,006
Net effect of options 14,771 170
----------------------------------
Total 9,309,553 9,296,176
==================================
Net income $3,242,000 $2,833,000
==================================
Earnings per share $0.35 $0.30
==================================
FULLY DILUTED:
Average shares outstanding 9,274,782 9,296,006
Net effect of options 20,376 170
----------------------------------
Total 9,315,158 9,296,176
==================================
Net income $3,242,000 $2,833,000
==================================
Earnings per share $0.35 $0.30
==================================
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 32,128
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 1,035
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 195,913
<INVESTMENTS-CARRYING> 42,752
<INVESTMENTS-MARKET> 42,718
<LOANS> 644,191
<ALLOWANCE> 9,965
<TOTAL-ASSETS> 942,846
<DEPOSITS> 789,373
<SHORT-TERM> 32,023
<LIABILITIES-OTHER> 11,750
<LONG-TERM> 0
0
0
<COMMON> 9,309
<OTHER-SE> 100,391
<TOTAL-LIABILITIES-AND-EQUITY> 942,846
<INTEREST-LOAN> 14,479
<INTEREST-INVEST> 3,680
<INTEREST-OTHER> 76
<INTEREST-TOTAL> 18,235
<INTEREST-DEPOSIT> 7,021
<INTEREST-EXPENSE> 7,306
<INTEREST-INCOME-NET> 10,929
<LOAN-LOSSES> 700
<SECURITIES-GAINS> (38)
<EXPENSE-OTHER> 6,532
<INCOME-PRETAX> 5,032
<INCOME-PRE-EXTRAORDINARY> 5,032
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,242
<EPS-PRIMARY> 0.35
<EPS-DILUTED> 0.35
<YIELD-ACTUAL> 5.19
<LOANS-NON> 3,066
<LOANS-PAST> 4,768
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 9,607
<CHARGE-OFFS> 702
<RECOVERIES> 360
<ALLOWANCE-CLOSE> 9,965
<ALLOWANCE-DOMESTIC> 9,965
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
