<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended SEPTEMBER 30, 1997 Commission File Number: 0-11672
------------------ -------
HORIZON BANCORP, INC.
---------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
WEST VIRGINIA 55-0631939
- --------------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
BOX D, BECKLEY, WV 25802-2803
- --------------------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
(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 9,208,813
- ----------------------------- ---------
Class Outstanding at October 31, 1997
1
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HORIZON BANCORP, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets
September 30, 1997 and December 31, 1996
Consolidated Statements of Income
For the Three and Nine Months Ended September 30, 1997 and 1996
Consolidated Statements of Shareholders' Equity
For the Nine Months Ended September 30, 1997 and 1996
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 1997 and 1996
Notes to 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
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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 nine months ended
September 30, 1996, have been restated to reflect the merger of Twentieth
Bancorp, Inc. on August 30, 1996, accounted for 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 amounts 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>
SEPTEMBER 30 DECEMBER 31
1997 1996
--------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 32,724 $ 36,503
Federal funds sold 150 2,455
--------------------------------
Cash and cash equivalents 32,874 38,958
Investment securities:
Available-for-sale, at fair value 205,762 205,923
Held-to-maturity, at cost (approximate fair value of $42,667 at
September 30, 1997 and $43,354 at December 31, 1996) 41,613 42,741
Loans:
Total loans 706,593 633,984
Less: Allowance for loan losses (10,857) (9,607)
--------------------------------
Net loans 695,736 624,377
Premises and equipment, net 17,128 16,580
Accrued interest receivable and other assets 25,982 18,489
--------------------------------
Total assets $1,019,095 $947,068
================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 116,968 $ 119,831
Interest bearing 711,521 678,165
--------------------------------
Total deposits 828,489 797,996
Short-term borrowings 62,997 29,154
Accrued interest payable and other liabilities 14,857 10,507
--------------------------------
Total liabilities 906,343 837,657
Shareholders' equity:
Common stock, $1 par value; 20,000 shares authorized and 9,309 shares issued,
including 100 shares in treasury at September 30, 1997; 20,000 authorized
and 9,308 issued, including 11 shares in treasury at December 31, 1996 9,309 9,308
Capital surplus 19,768 19,757
Retained earnings 85,427 79,876
Treasury stock (2,759) (175)
Unrealized gain on available-for-sale securities 1,007 645
--------------------------------
Total shareholders' equity 112,752 109,411
--------------------------------
Total liabilities and shareholders' equity $1,019,095 $947,068
================================
</TABLE>
See notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
- --------------------------------------------------------------------------------
HORIZON BANCORP, INC.
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
1997 1996 1997 1996
---------------------------- ------------------------------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $16,029 $14,535 $45,180 $42,927
Interest and dividends on investment securities:
Taxable 2,613 3,091 8,254 9,170
Tax-exempt 798 698 2,413 1,955
Federal funds sold and other 76 196 145 643
---------------------------- ------------------------------
Total interest income 19,516 18,520 55,992 54,695
Interest expense:
Deposits 7,422 7,023 21,615 20,926
Short-term borrowings 428 238 860 628
---------------------------- ------------------------------
Total interest expense 7,850 7,261 22,475 21,554
---------------------------- ------------------------------
Net interest income 11,666 11,259 33,517 33,141
Provision for loan losses 409 727 1,509 2,228
---------------------------- ------------------------------
Net interest income after provision for loan losses 11,257 10,532 32,008 30,913
Other income:
Service charges and fees 1,033 835 2,897 2,224
Investment securities gains (losses) 4 -- (32) (89)
Other 483 308 1,417 1,450
---------------------------- ------------------------------
Total other income 1,520 1,143 4,282 3,585
Other expenses:
Salaries and employee benefits 3,293 3,196 9,597 9,839
Net occupancy expense 428 393 1,353 1,205
Equipment expense 630 470 1,758 1,487
Outside data processing 511 433 1,562 1,563
Advertising 85 161 379 397
Other 2,395 2,737 5,772 7,225
---------------------------- ------------------------------
Total other expenses 7,342 7,390 20,421 21,716
---------------------------- ------------------------------
Income before income taxes 5,435 4,285 15,869 12,782
Applicable income taxes 1,908 1,534 5,588 4,600
---------------------------- ------------------------------
Net income 3,527 $ 2,751 $ 10,281 $ 8,182
============================ ==============================
Net income per common share $0.38 $0.30 $1.11 $0.88
============================ ==============================
Dividends per share $0.17 $0.15 $0.51 $0.45
============================ ==============================
Average common shares outstanding 9,246 9,296 9,270 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>
Balances at December 31, 1996 $9,308 $19,757 $79,876 $(175) $645 $109,411
Nine months ended September 30, 1997:
Net income -- -- 10,281 -- -- 10,281
Cash dividends ($0.51 per share) -- -- (4,730) -- -- (4,730)
Change in unrealized gain on
available-for-sale securities, net
of deferred income taxes -- -- -- -- 362 362
Purchase of treasury shares -- -- -- (2,584) -- (2,584)
Exercise of stock options 1 11 -- -- -- 12
-------------------------------------------------------------------
Balances at September 30, 1997 $9,309 $19,768 $85,427 $(2,759) $1,007 $112,752
===================================================================
Balances at December 31, 1995 $4,653 $19,744 $78,592 $(175) $1,569 $104,383
Nine months ended September 30, 1996:
Net income -- -- 8,182 -- -- 8,182
Cash dividends declared by pooled
companies:
Horizon ($0.45 per share) -- -- (3,092) -- -- (3,092)
Twentieth ($0.30 per share) -- -- (540) -- -- (540)
Redemption of fractional shares
in pooling -- (6) -- -- -- (6)
Change in unrealized loss on
available-for-sale securities, net
of deferred income taxes -- -- -- -- (1,708) (1,708)
-------------------------------------------------------------------
Balances at September 30, 1996 $4,653 $19,738 $83,142 $(175) $ (139) $107,219
===================================================================
</TABLE>
See notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- --------------------------------------------------------------------------------
HORIZON BANCORP, INC.
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30
1997 1996
-----------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 10,281 $ 8,182
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and Amortization 1,460 1,343
Provision for loan losses 1,509 2,228
Loss on sale of investment securities 32 89
Change in accrued interest receivable and other assets (2,596) (4,105)
Change in accrued interest payable and other liabilities 2,554 1,139
-----------------------------------------
Net cash provided by operating activities 13,240 8,876
INVESTING ACTIVITIES
Proceeds from sales of available-for-sale securities 18,057 9,671
Proceeds from maturities of available-for-sale securities 15,266 20,733
Purchases of available-for-sale securities (12,390) (41,960)
Proceeds from maturities of held-to-maturity securities 1,188 14,149
Purchases of held-to-maturity securities (300) (4,669)
Purchase of subsidiary, net of cash acquired (13,419) --
Net increase in loans (51,781) (10,047)
Purchases of premises and equipment (1,154) (584)
-----------------------------------------
Net cash used in investing activities (44,533) (12,707)
FINANCING ACTIVITIES
Net (decrease) increase in deposits (1,332) 2,731
Net increase in short-term borrowings 33,843 6,372
Cash dividends paid (4,730) (3,632)
Purchase of treasury shares (2,584) --
Exercise of stock options 12 --
Other -- (6)
-----------------------------------------
Net cash provided by financing activities 25,209 5,465
-----------------------------------------
Net (decrease) increase in cash and cash equivalents (6,084) 1,634
Cash and cash equivalents at beginning of period 38,958 39,987
-----------------------------------------
Cash and cash equivalents at end of period $32,874 $41,621
=========================================
</TABLE>
See notes to consolidated financial statements.
7
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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HORIZON BANCORP, INC.
SEPTEMBER 30, 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 nine month period ended September 30, 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.
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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 as though Horizon and Twentieth
had always been combined.
On September 30, 1997, Horizon consummated its acquisition of Beckley Bancorp,
Inc. ("Beckley") for $15,553 million in cash. The acquisition was accounted for
as a purchase transaction. The excess of the purchase price over the fair market
value of the net assets (i.e. goodwill) of Beckley approximated $6.0 million and
is being amortized over a period of 15 years. As of the acquisition date,
Beckley reported total assets of $48,312. The acquisition is not significant and
accordingly, no proforma financial information has been included.
8
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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HORIZON BANCORP, INC.
SEPTEMBER 30, 1997
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------
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>
SEPTEMBER 30, 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
Obligations of states and political subdivisions $ 140,846 $ 1,135 $ (112) $141,869
Mortgage-backed securities 20,771 615 (3) 21,383
Other securities 28,142 66 (93) 28,115
14,339 92 (36) 14,395
---------------------------------------------------------------
Totals $ 204,098 $ 1,908 $ (244) $205,762
HELD-TO-MATURITY SECURITIES ===============================================================
Obligations of states and political subdivisions
$ 41,613 $ 1,080 $ (26) $ 42,667
===============================================================
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1996
---------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
---------------------------------------------------------------
<C> <C> <C> <C>
AVAILABLE-FOR-SALE SECURITIES
U.S. Treasury securities and obligations of U.S.
government agencies and corporations
Obligations of states and political subdivisions $ 154,053 $ 1,140 $ (354) $ 154,839
Mortgage-backed securities 21,121 345 (23) 21,443
Other securities 15,219 63 (135) 15,147
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>
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
HORIZON BANCORP, INC.
SEPTEMBER 30, 1997
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------
NOTE 4. ALLOWANCE FOR LOAN LOSSES
- --------------------------------------------------------------------------------
A summary of changes in the allowance for loan losses follows:
<TABLE>
<CAPTION>
SEPTEMBER 30
1997 1996
-------------------------
<S> <C> <C>
Balance at beginning of period $ 9,607 $8,522
Charge-offs (2,316) (2,267)
Recoveries 1,748 904
-------------------------
Net charge-offs (568) (1,363)
Provision for loan losses 1,509 2,228
-------------------------
$ 10,548 $9,387
Balance of acquired institution 309 --
-------------------------
Balance at end of period $ 10,857 $9,387
======== ======
Allowance for loan losses as a % of total loans 1.54% 1.49%
Earnings coverage of net charge-offs 18.10X 6.00X
</TABLE>
At September 30, 1997, the recorded investment in loans that are considered to
be impaired was not significant.
- --------------------------------------------------------------------------------
NOTE 5. NEW ACCOUNTING STANDARDS
- --------------------------------------------------------------------------------
During 1997, the FASB issued several new accounting pronouncements which will
become effective in 1998. These pronouncements include SFAS No. 129,
"Disclosure of Information about Capital Structure"; SFAS No. 130, "Reporting
Comprehensive Income"; and SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." The Company is in the process of fully
evaluating these new pronouncements and expects to adopt them in 1998 in
accordance with the requirements. Such adoption is not expected to have a
significant impact on the financial position or results of operations of the
Company.
In February 1997, the FASB issued Statement No. 128, "Earnings Per Share" (SFAS
No. 128), which simplifies the computation of earnings 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.
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.
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.
10
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MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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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 nine months ended September
30, 1997 of $10,281 or $1.11 per share. For the nine months ended September 30,
1996, net income was $8,182 or $0.88 per share. Net income for the three months
ended September 30, 1997 was $3,527 or $0.38 per share, compared with $2,751 or
$0.30 per share for the second quarter of 1996.
Return on average assets (ROA) measures the effectiveness of the utilization of
assets to produce net income while return on average equity (ROE) measures
income earned compared with the amount of shareholders' investment. For the
nine months ended September 30, 1997, Horizon's ROA was 1.44%, compared to
1.17% for the nine months ended September 30, 1996. For the nine months ended
September 30, 1997, Horizon's ROE totaled 12.33%, compared to 10.30% for the
nine months ended September 30, 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 of earning assets, cost of
interest-bearing liabilities, and the relative sensitivity of such assets and
liabilities to changes in interest rates. Net interest income is presented and
discussed on a fully tax-equivalent basis in the following discussion.
Net interest income increased $269 or 0.78% from $34,659 in the first nine
months of 1996 to $34,928 in the first nine months of 1997. It is noted that
interest income increased $1,484 or 2.71% while interest expense increased $966
or 4.48%. The increase in interest income resulted from an increase in volume
and changes in the mix of earning assets. Average loans, Horizon's highest
yielding assets, increased $35,167 or 5.69% during the nine months ended
September 30, 1997, from the nine months ended September 30, 1996. For the nine
months ended September 30, 1997, average investment securities declined $7,100
or 2.91% from the previous period of 1996. The decline in investment securities
were used to fund a portion of the loan growth. In addition, average federal
funds sold declined $12,429 or 77.93% during the periods analyzed primarily due
to Horizon's continued strong loan demand. The liquidity of federal funds allows
management to quickly utilize these assets to fund loans.
The following table summarizes the composition of average interest-earning
assets and average interest-bearing liabilities with the related income or
expense and the weighted average yield or cost of funds.
11
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MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET INTEREST MARGIN
--------------------------------------------------------
SEPTEMBER 30, 1997 SEPTEMBER 30, 1996
--------------------------------------------------------
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE COST BALANCE EXPENSE COST
--------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Interest-earning assets:
Federal funds sold $ 3,520 $ 145 5.5% $ 15,949 $ 643 5.4%
Investment securities:
Taxable 173,892 8,254 6.3 192,317 9,170 6.4
Tax exempt (1) 62,691 3,680 7.8 51,366 3,258 8.5
--------------------------------------------------------
Total investment securities 236,583 11,934 6.7 243,683 12,428 6.8
Total loans (1)(2) 653,099 45,227 9.2 617,932 43,142 9.3
--------------------------------------------------------
Total earning assets
and interest income 893,202 57,306 8.6 877,564 56,213 8.5
Noninterest earning assets:
Cash and due from banks 28,569 29,904
Premises and equipment 16,628 16,945
Other assets 22,717 19,254
Less: Allowance for loan
losses (10,260) (8,977)
--------- --------
Total assets $950,856 $934,690
======== ========
LIABILITIES & SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Demand deposits $134,732 $ 2,602 2.6% $127,485$ 2,427 2.5%
Savings deposits 172,409 3,943 3.0 185,969 4,221 3.0
Certificates of deposit 377,232 15,070 5.3 366,466 14,278 5.2
--------------------------------------------------------
Total interest-
bearing deposits 684,373 21,615 4.2 679,920 20,926 4.1
Short-term borrowings 28,054 860 4.1 22,365 628 3.7
--------------------------------------------------------
Total interest-bearing
liabilities and interests
expense 712,427 22,475 4.2 702,285 21,554 4.1
------------------- -------------------
Noninterest-bearing
liabilities:
Demand deposits 114,227 114,343
Other 13,023 12,159
-------- --------
Total liabilities 839,677 828,787
Shareholders' equity 111,179 105,903
-------- --------
Total liabilities and
shareholders' equity $950,856 $934,690
======== ========
Net interest income $34,831 $ 34,659
======= ========
Spread 4.4% 4.4%
==== ====
Net interest margin 5.2% 5.3%
==== ====
</TABLE>
(1) Fully taxable equivalent using 35%.
(2) Nonaccrual loans are included in average balances.
12
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MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
Horizon has been able to manage its net interest margin for the nine months
ended September 30, 1997, so that it has not been materially impacted by the
changes in mix of its earning assets, interest-bearing liabilities, or
increases in interest rates. The net interest margin has decreased 10 basis
points when compared to the nine months ended September 30, 1996. Average
interest-bearing liabilities increased $10,142 or 1.44% from $702,285 at
September 30, 1996, to $712,427 at September 30, 1997. The increase is a result
of an $7,247 or 5.68% increase in interest-bearing demand deposits and an
increase of $10,766 or 2.94% in average certificates of deposit coupled with a
decrease of $13,560 or 7.29% in regular savings. A notable change in the mix of
interest-bearing deposits occurred in 1997 when compared to 1996. These changes
are due to the introduction of new products and a more rate sensitive consumer
in today's market. Horizon introduced a new demand deposit product in the
second quarter of 1997, which is credited with the increase in demand deposits.
Short-term borrowings increased $5,689 or 25.44% due to management's efforts in
developing relationships with commercial customers using the repurchase
agreement or sweep product.
ALLOWANCE FOR LOAN LOSSES
At September 30, 1997, the allowance for loan losses as a percentage of total
loans was 1.54% and has increased from 1.52% at December 31, 1996. Horizon
recovered $929 from two commercial borrowers which reduced net charge-offs to
$568 for the nine months ended September 30, 1997, as compared to net
charge-offs of $1,363 for the nine months ended September 30, 1996. The $568 in
net charge-offs combined with a provision for loan losses of $1,509 for the
nine months ended September 30, 1997, increased the allowance for loan losses
to $10,857 at September 30, 1997, an increase of $1,250 or 13.01% from $9,607
at December 31, 1996.
For the three months ended September 30, 1997, Horizon's provision for loan
losses was $409 compared to $727 for the same period in 1996. Management feels
the provision is adequate to maintain the allowance at the current level which
is supported by Horizon's internal monitoring system.
Nonperforming loans totaled $10,451 at September 30, 1997, and represented an
increase of $3,257 or 45.27% from the $7,194 total at December 31, 1996. The
increase in nonperforming loans was a result of a decline of $457 or 13.19% in
nonaccruing loans and a $3,714 or 99.62% increase in loans ninety days past due
and still accruing interest. The increase in loans ninety days past due include
$2,500 from a single commercial borrower who ceased making payments due to its
inability to obtain additional funds for capital improvements. The federal
bankruptcy court has accepted a written offer from a third party to purchase the
facility of the borrower that will payoff the principal balance. The transaction
is expected to close prior to year end. Excluding this loan, nonperforming loans
would total $7,951 compared to the $7,194 at December 31, 1996. Management
believes that established reserves for problem loans are adequate to cover
potential loss exposure on these loans.
Other real estate totaled $712 at September 30, 1997, and represented an
increase of $278 or 64.06% from $434 at December 31, 1996. Management
anticipates no significant difficulty in disposing of other real estate and
believes that no significant losses exist in this nonearning asset category.
13
<PAGE> 14
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ANALYSIS OF ASSET QUALITY
-------------------------------
SEPTEMBER 30 DECEMBER 31
1997 1996
-------------------------------
<S> <C> <C>
Nonaccruing loans $3,009 $3,466
Loans ninety days past due and accruing interest 7,442 3,728
-------------------------------
Total nonperforming loans 10,451 7,194
Other real estate owned 712 434
-------------------------------
Total nonperforming assets $11,163 $7,628
-------------------------------
Nonperforming loans to total loans 1.48% 1.13%
Nonperforming assets to total assets 1.10% 0.81%
Allowance for loan losses to nonperforming loans 103.88% 133.54%
</TABLE>
NONINTEREST INCOME
Noninterest income is primarily of a fee nature and includes service charges on
deposits, trust department income and a variety of miscellaneous transactions.
Total noninterest income increased $697 or 19.44% for the nine months ended
September 30, 1997, as compared to the nine months ended September 30, 1996. The
increase was primarily due to a $673 or 30.26% rise in service charges and fees.
Service charges and fees increased due to the introduction of new products and
an improved collection percentage. Other income declined during the nine months
ended September 30, 1997, as compared to the same period in 1996 because of a
$66 or 9.16% decline in trust income. The decline in trust income was primarily
due to estate settlement fees returning to normal levels in 1997 after an
unusual increase in 1996.
Noninterest income increased $377 or 32.98% from a total of $1,143 for the
three months ended September 30, 1996, to a total of $1,520 for the three
months ended September 30, 1997. The previous discussion of the increase in
service charges and fees and decline in other income applies to the third
quarter discussion.
NONINTEREST EXPENSE
Noninterest expense is frequently referred to as overhead, that is, the cost of
normal operations. Horizon's noninterest expense for the nine months ended
September 30, 1997, decreased $1,295 or 5.96% from the nine months ended
September 30, 1996. Salaries and employee benefits decreased $242 or 2.46%
because of nonrecurring displacement costs in 1996. Net occupancy expense
increased $148 or 12.28% primarily due to nonrecurring maintenance and repair
items. Equipment expense increased $271 or 18.22% as a result of expenses
related to the migration of affiliate banks to Horizon's wide area network and
conversion to a more efficient communication software linking the company to its
outside data processor. Both projects were completed in the third quarter of
1997 and will enhance future earnings by improving customer service at all
locations as well as improving the efficiency of internal processes. Other
expenses declined $1,311 or 18.15% during the periods discussed. Acquisition
related expenses included in other expenses decreased by $1,062 in the first
nine months of 1997 from $1,159 in the same period of 1996. Excluding these
costs, other expenses decreased $391 or 6.45%.
Noninterest expenses for the three months ended September 30, 1997 decreased $48
or .65% from $7,390 for the three months ended September 30, 1996. Salaries and
employee benefits increased $97 or 3.04% because of merit pay increases. Net
occupancy expense increased $35 or 8.91% primarily due to an increase in
maintenance and repair items. Equipment expense increased $160 or 34.04% for the
three months ended September 30, 1997, as a result of the previously
14
<PAGE> 15
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
discussed technological enhancements. For the three months ended September 30,
1997, outside data processing increased $78 or 18.01% and is reflective of
higher number of accounts processed and the addition of new services.
Advertising decreased $76 or 47.20% as a result of decreased media advertising
during the third quarter of 1997. Other expenses decreased $342 or 12.50% for
the three months ended September 30, 1997, as compared to the three months
ended September 30, 1996. Excluding acquisition related expenses, other
expenses decreased $51 or 2.14%.
INCOME TAXES
Income tax expense expressed as a percentage of income before income taxes was
35.21% for the nine months ended September 30, 1997, compared to 35.99% for the
nine months ended September 30, 1996. For the three months ended September 30,
1997, the percentage was 35.11% and compares to 35.80% for the three months
ended September 30, 1996. The decrease in the effective tax rate during 1997
compared to 1996 reflects a decrease in nondeductible merger expenses and an
increase in tax-exempt interest income.
BALANCE SHEET ANALYSIS
At September 30, 1997, total assets increased $72,027 or 7.61% from the December
31, 1996 total of $947,068. Investment securities totaled $247,375 at September
30, 1997, and have decreased $1,289 or 0.52% from the December 31, 1996 total of
$248,664. The decrease was attributable to loan growth and a strategy employed
to fund portions of loan growth through investment security maturities. Total
loans increased $72,609 or 11.45% for the nine months ended September 30, 1997.
The increase was a result of the acquisition of Beckley loans totaling $21,410,
favorable economic conditions, and management's willingness to increase its
market share through lending activities. Net premises and equipment have
increased $548 or 3.31% from $16,580 at December 31, 1996, to $17,128 at
September 30, 1997. The increase consisted of $1,849 in purchases of premises
and equipment, $695 acquired from Beckley, and $1,301 in depreciation charges.
Total deposits at September 30, 1997, were $828,489 and have increased $30,493
or 3.82% from the December 31, 1996 total of $797,996. The acquisition of
Beckley added $31,824 in total deposits. Excluding Beckley, noninterest-bearing
deposits decreased $8,408 or 7.02% and interest-bearing deposits increased
$7,077 or 1.04%. Short-term borrowings at September 30, 1997, increased $33,843
or 116.08% from the December 31, 1996 total of $29,154. Short-term borrowings
consisted of $7,749 in federal funds purchased, $15,553 payable to shareholders
of Beckley related to the acquisition, and $39,695 in securities sold under
agreements to repurchase, which are primarily offered for customer
accommodation.
Shareholders' equity increased $3,341 or 3.05% from the total of $109,411 at
December 31, 1996. The increase was due to the retention of earnings of $5,551
(net of dividends paid) and the increase in unrealized gain on
available-for-sale securities of $362 for the nine months ended September 30,
1997, net of an increase of $2,584 in treasury shares purchased.
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 to provide for other
transaction requirements. Liquidity is provided primarily by investments in
cash and cash equivalents and maturities of investments and loans.
15
<PAGE> 16
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- --------------------------------------------------------------------------------
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 equaled
11.06% on September 30, 1997, a decrease from the 11.55% reported at December
31, 1996. The primary capital ratio, which includes equity plus the allowance
for loan losses, was 12.00% on September 30, 1997, a decrease 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.
Pertinent capital ratios were:
<TABLE>
<CAPTION>
Minimum Regulatory
September 30, 1997 December 31, 1996 Requirements
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholders' Equity/Total Assets 11.06% 11.55%
Primary Capital Ratio 12.00% 12.44%
Risk-Adjusted Capital
Total Capital to Risk Weighted Assets 14.56% 17.80% 8.00%
Tier I to Risk Weighted Assets 15.71% 16.50% 4.00%
Tier I to Average Assets 11.18% 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.
16
<PAGE> 17
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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
B. Reports on Form 8-K
None
17
<PAGE> 18
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: November 14, 1997 /s/Frank S. Harkins, Jr.
------------------------
Frank S. Harkins, Jr.
Chairman of the Board
Date: November 14, 1997 /s/C. Duane Blankenship
------------------------
C. Duane Blankenship
Chief Financial Officer
18
<PAGE> 1
EXHIBIT 11
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
1997 1996 1997 1996
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
PRIMARY:
Average shares outstanding 9,245,275 9,296,006 9,270,260 9,296,009
Net effect of options 31,854 4,642 23,037 5,422
---------------------------------------------------------------------
Total 9,277,129 9,300,648 9,293,297 9,301,431
=====================================================================
Net income $3,527,000 $2,751,000 $10,281,000 $8,182,000
=====================================================================
Earnings per share $0.38 $0.30 $1.11 $0.88
=====================================================================
FULLY DILUTED:
Average shares outstanding 9,245,275 9,296,006 9,270,260 9,296,009
Net effect of options 33,533 4,642 25,637 5,584
---------------------------------------------------------------------
Total 9,278,808 9,300,648 9,295,897 9,301,593
=====================================================================
Net income $3,527,000 $2,751,000 $10,281,000 $8,182,000
=====================================================================
Earnings per share $0.38 $0.30 $1.11 $0.88
=====================================================================
</TABLE>
19
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 32,724
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 150
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 205,762
<INVESTMENTS-CARRYING> 41,613
<INVESTMENTS-MARKET> 42,667
<LOANS> 706,593
<ALLOWANCE> 10,857
<TOTAL-ASSETS> 1,019,095
<DEPOSITS> 828,489
<SHORT-TERM> 47,444
<LIABILITIES-OTHER> 14,857
<LONG-TERM> 15,553
0
0
<COMMON> 9,309
<OTHER-SE> 103,443
<TOTAL-LIABILITIES-AND-EQUITY> 1,019,095
<INTEREST-LOAN> 45,180
<INTEREST-INVEST> 10,667
<INTEREST-OTHER> 145
<INTEREST-TOTAL> 55,992
<INTEREST-DEPOSIT> 21,615
<INTEREST-EXPENSE> 22,475
<INTEREST-INCOME-NET> 33,517
<LOAN-LOSSES> 1,509
<SECURITIES-GAINS> (32)
<EXPENSE-OTHER> 20,421
<INCOME-PRETAX> 15,869
<INCOME-PRE-EXTRAORDINARY> 15,869
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,281
<EPS-PRIMARY> 1.11
<EPS-DILUTED> 1.11
<YIELD-ACTUAL> 5.20
<LOANS-NON> 3,009
<LOANS-PAST> 7,442
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 9,607
<CHARGE-OFFS> 2,316
<RECOVERIES> 1,748
<ALLOWANCE-CLOSE> 10,857
<ALLOWANCE-DOMESTIC> 9,915
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 942
</TABLE>
