<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, 1998 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
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(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 9,135,511 SHARES
- -------------------------------------- ---------------------------------
Class Outstanding at April 30, 1998
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HORIZON BANCORP, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets-March 31, 1998 and December 31, 1997
Condensed Consolidated Statements of Income for The Three Months Ended
March 31, 1998 and 1997
Condensed Consolidated Statements of Shareholders' Equity for The Three
Months Ended March 31, 1998 and 1997
Condensed Consolidated Statements of Cash Flows for The Three Months Ended
March 31, 1998 and 1997
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
</TABLE>
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HORIZON BANCORP, INC.
PART I
FINANCIAL INFORMATION
This Form 10-Q may include forward-looking statements that involve certain
risks, uncertainties, estimates, and assumptions by management. Various factors
could cause actual results to differ materially from those contemplated by such
forward-looking statements. These factors could include, among others: changes
in interest rates and economic and other market conditions in general and in
Horizon's principal markets; changes in federal and state banking laws and
regulations; changes in federal, state, and local tax laws and regulations; and
the impact of competition on products and pricing.
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- --------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
- --------------------------------------------------------------------------------
HORIZON BANCORP, INC.
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1998 1997
--------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 27,576 $ 31,262
Federal funds sold 30,265 14,035
--------------------------
Cash and cash equivalents 57,841 45,297
Investment securities:
Available-for-sale, at fair value 170,035 173,864
Held-to-maturity, at cost (approximate fair value of $41,829 at March
31, 1998 and $42,771 at December 31, 1997) 40,711 41,554
Loans:
Total loans 741,629 728,239
Less: Allowance for loan losses (10,372) (10,517)
--------------------------
Net loans 731,257 717,722
Premises and equipment, net 17,065 17,123
Accrued interest receivable and other assets 26,418 24,721
--------------------------
Total assets $1,043,327 $1,020,281
==========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 120,599 $ 113,415
Interest bearing 740,614 727,892
--------------------------
Total deposits 861,213 841,307
Short-term borrowings 43,184 42,642
Long-term borrowings 8,505 7,102
Accrued interest payable and other liabilities 16,554 15,208
--------------------------
Total liabilities 929,456 906,259
Shareholders' equity:
Common stock, $1 par value; 20,000 shares authorized; 9,312 shares issued,
including 177 shares in treasury at March 31, 1998 and 9,310 shares issued,
including 106 shares in treasury at December 31, 1997
9,312 9,310
Capital surplus 19,813 19,784
Retained earnings 88,653 86,768
Treasury stock, at cost (5,052) (2,938)
Accumulated other comprehensive income 1,145 1,098
--------------------------
Total shareholders' equity 113,871 114,022
--------------------------
Total liabilities and shareholders' equity $1,043,327 $1,020,281
==========================
</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
MARCH 31
1998 1997
---------------------
<S> <C> <C>
Interest income:
Interest and fees on loans $16,534 $14,479
Interest and dividends on investment securities:
Taxable 2,488 2,900
Tax-exempt 791 780
Federal funds sold and other 331 76
---------------------
Total interest income 20,144 18,235
Interest expense:
Deposits 8,249 7,021
Short-term borrowings 646 285
---------------------
Total interest expense 8,895 7,306
---------------------
Net interest income 11,249 10,929
Provision for loan losses 709 700
---------------------
Net interest income after provision for loan losses 10,540 10,229
Other income:
Service charges and fees 1,012 977
Investment securities losses (25) (38)
Other 667 493
---------------------
Total other income 1,654 1,432
Other expenses:
Salaries and employee benefits 3,243 3,190
Net occupancy expense 455 454
Equipment expense 612 534
Outside data processing 529 575
Advertising 80 153
Other 1,738 1,723
---------------------
Total other expenses 6,657 6,629
---------------------
Income before income taxes 5,537 5,032
Applicable income taxes 1,913 1,790
=====================
Net income $ 3,624 $ 3,242
=====================
Earnings per common share:
Basic $.40 $0.35
=====================
Diluted $.39 $0.35
=====================
Average common shares outstanding
Basic 9,174 9,295
=====================
Diluted 9,224 9,309
=====================
</TABLE>
See notes to consolidated financial statements.
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- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
- --------------------------------------------------------------------------------
HORIZON BANCORP, INC.
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
ACCUMULATED
OTHER
COMMON CAPITAL RETAINED TREASURY COMPREHENSIVE
STOCK SURPLUS EARNINGS STOCK INCOME TOTAL
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1997 $9,310 $19,784 $86,768 $(2,938) $1,098 $114,022
Comprehensive income:
Net income -- -- 3,624 -- -- 3,624
Other comprehensive income, net of tax:
Unrealized gains on
available-for-sale securities, net
of reclassification adjustment -- -- -- -- 47 47
----------
Comprehensive income 3,671
Cash dividends ($0.19 per share) -- -- (1,739) -- -- (1,739)
Purchase of treasury shares -- -- -- (2,114) -- (2,114)
Exercise of stock options 2 29 -- -- -- 31
===================================================================
Balances at March 31, 1998 $9,312 $19,813 $88,653 $(5,052) $1,145 $113,871
===================================================================
DISCLOSURE OF RECLASSIFICATION AMOUNT:
Unrealized holding gains on
available-for-sale securities arising $ 31
during the period
Less: reclassification adjustment for
losses realized in net income (16)
=======
Net unrealized losses on available-for-sale
securities, net of tax $ 47
=======
</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 THREE MONTHS ENDED
MARCH 31
1998 1997
---------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 3,624 $ 3,242
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and Amortization 294 441
Provision for loan losses 709 700
Loss on sale of investment securities 25 38
Loss on sale of other real estate -- 8
Change in accrued interest receivable and other assets (1,520) (1,776)
Change in accrued interest payable and other liabilities 1,300 1,895
---------------------------
Net cash provided by operating activities 4,432 4,548
INVESTING ACTIVITIES
Proceeds from sales of available-for-sale securities 2,039 6,063
Proceeds from maturities of available-for-sale securities 19,414 7,817
Purchases of available-for-sale securities (17,539) (5,438)
Proceeds from maturities of held-to-maturity securities 830 --
Net increase in loans (14,244) (10,561)
Purchases of premises and equipment (417) (464)
---------------------------
Net cash used in investing activities (9,917) (2,583)
FINANCING ACTIVITIES
Net increase (decrease) in deposits 19,906 (8,623)
Net increase in long-term borrowings 1,403 --
Net increase in short-term borrowings 542 2,869
Cash dividends paid (1,739) (1,581)
Purchase of treasury shares (2,114) (434)
Exercise of stock options 31 9
---------------------------
Net cash provided by (used in) financing activities 18,029 (7,760)
---------------------------
Net increase (decrease) in cash and cash equivalents 12,544 (5,795)
Cash and cash equivalents at beginning of period 45,297 38,958
---------------------------
Cash and cash equivalents at end of period $ 57,841 $ 33,163
===========================
</TABLE>
See notes to consolidated financial statements.
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
HORIZON BANCORP, INC.
MARCH 31, 1998
(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, 1998, are not necessarily indicative
of the results to be expected for the year ending December 31, 1998.
These financial statements should be read in conjunction with the financial
statements and notes included in the 1997 Annual Report and Form 10-K of Horizon
Bancorp, Inc.
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NOTE 2. MERGERS AND ACQUISITIONS
- --------------------------------------------------------------------------------
In the fourth quarter of 1997, Horizon announced that it had entered into a
non-binding letter of intent for the acquisition of Bank of Mingo (Mingo)
through a merger of Mingo into Horizon. Mingo operates three banking offices in
West Virginia with total assets of $66.3 million at December 31, 1997. The
transaction is valued at $13.2 million and is subject to approval by the
appropriate regulatory authorities and the stockholders of Mingo with an
expected closing during the third quarter of 1998. The acquisition will be
accounted for under the purchase method of accounting. The acquisition is
not considered significant, no proforma financial information has been included
herein.
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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, 1998
-------------------------------------------------------------
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 $126,431 $1,343 $(115) $127,659
Obligations of states and political subdivisions 21,498 595 (3) 22,090
Mortgage-backed securities 9,134 46 (43) 9,137
Other securities 11,112 163 (126) 11,149
-------------------------------------------------------------
Totals $168,175 $2,147 $(287) $170,035
=============================================================
HELD-TO-MATURITY SECURITIES
Obligations of states and political subdivisions $ 40,711 $1,122 $ (4) $ 41,829
=============================================================
DECEMBER 31, 1997
-------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
-------------------------------------------------------------
AVAILABLE-FOR-SALE SECURITIES
U.S. Treasury securities and obligations of U.S.
government agencies and corporations $131,426 $1,206 $ (80) $132,552
Obligations of states and political subdivisions 21,038 642 -- 21,680
Mortgage-backed securities 9,668 53 (49) 9,672
Other securities 9,873 111 (24) 9,960
-------------------------------------------------------------
Totals $172,005 $2,012 $(153) $173,864
=============================================================
HELD-TO-MATURITY SECURITIES
Obligations of states and political subdivisions $ 41,554 $1,222 $ (5) $ 42,771
=============================================================
</TABLE>
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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
1998 1997
-----------------------
<S> <C> <C>
Balance at beginning of period $10,517 $9,607
Charge-offs (1,205) (702)
Recoveries 351 360
-----------------------
Net charge-offs (854) (342)
Provision for loan losses 709 700
=======================
Balance at end of period $10,372 $9,965
=======================
Allowance for loan losses as a % of total loans 1.40% 1.55%
Earnings coverage of net charge-offs 4.24X 9.48X
</TABLE>
At March 31, 1998, the recorded investment in loans that are considered to be
impaired was not significant.
- --------------------------------------------------------------------------------
NOTE 5. NEW ACCOUNTING STANDARDS
- --------------------------------------------------------------------------------
On January 1, 1998, Horizon adopted the provisions of Statement of Financial
Accounting Standards (SFAS) No. 125, Accounting For Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities, (Statement 125), relating
to repurchase agreements, securities lending and other similar transactions and
pledged collateral, which had been delayed until after December 31, 1997 by SFAS
No. 127, Deferral of the Effective Date of Certain Provisions of FASB Statement
No. 125, an amendment of FASB Statement No. 125 (Statement 127). Statement 125
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishment of liabilities based on a consistent
application of "financial-components approach" that focuses on control. Under
that approach, after a transfer of financial assets, an entity recognizes the
financial and servicing assets it controls and the liabilities it has incurred,
derecognizes financial assets when control has been surrendered and derecognizes
financial liabilities when extinguished. Statement 125 provides standards for
consistently distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. The adoption of the additional provisions
of Statement 125 as amended by Statement 127 resulted in no material impact on
Horizon's financial position or results of operations.
On January 1, 1998, Horizon also adopted SFAS No. 130, Reporting Comprehensive
Income. This statement establishes standards for reporting the components of
comprehensive income and requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
included in a financial statement that is displayed with the same prominence as
other financial statements. Comprehensive income includes net income as well as
certain items that are reported directly within a separate component of
shareholders' equity and bypass net income. The adoption of Statement 130 did
not have a material impact on Horizon's financial position or results of
operations.
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In February 1998, the Financial Accounting Standards Board (FASB) issued
Statement 132, Employers' Disclosures About Pension and Other Postretirement
Benefits--an amendment of FASB Statements No. 87, 88, and 106. This Statement
revises employers' disclosures about pension and other postretirement benefit
plans, but does not change the measurement or recognition of those plans. It
standardizes the disclosure requirements to the extent practicable, requires
additional information on changes in the benefit obligations and fair values
disclosures that are no longer as useful as they were when Statements 87, 88 and
106 were issued. This Statement is effective for fiscal years beginning after
December 15, 1997. These disclosure requirements will have no material impact on
Horizon's financial position or results of operations.
11
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- --------------------------------------------------------------------------------
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,
1997 consolidated financial statements and the accompanying notes to the
financial statements included in the 1997 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 1998 of
$3,624, or $0.40 per share (diluted). For the three months ended March 31, 1997,
net income was $3,242, or $0.35 per share (diluted).
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
three months ended March 31, 1998, Horizon's ROA was 1.40%, compared to 1.38%
for the three months ended March 31, 1997. For the three months ended March 31,
1998, Horizon's ROE totaled 12.64%, compared to 11.76% for the three months
ended March 31, 1997.
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 and 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 $278 or 2.43% from $11,437 in the first three
months of 1997 to $11,715 for the first three months of 1998. It is noted that
interest income increased $1,867 or 9.96% while interest expense increased
$1,589 or 21.75%. 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 $98,524 or 15.52% during the three months
ended March 31, 1998, from the same period of 1997. For the three months ended
March 31, 1998, average investment securities declined $23,467 or 9.72% from the
previous period of 1997. The decline in investment securities was used to fund a
portion of the loan growth. In addition, average federal funds sold increased
$17,621 or 298.97% during the periods analyzed primarily due to growth of
deposits.
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.
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<TABLE>
<CAPTION>
NET INTEREST MARGIN
-------------------------------------------------------
MARCH 31, 1998 MARCH 31, 1997
-------------------------------------------------------
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 $ 23,515 $ 331 5.6% $ 5,894 $ 76 5.2%
Investment securities (3):
Taxable 154,829 2,488 6.4 178,303 2,900 6.5
Tax exempt (1) 63,175 1,249 7.9 63,168 1,200 7.6
-------------------------------------------------------
Total investment securities 218,004 3,737 6.9 241,471 4,100 6.8
Total loans (1)(2) 733,316 16,542 9.0 634,792 14,567 9.2
-------------------------------------------------------
Total earning assets and interest income 974,835 20,610 8.5 882,157 18,743 8.5
Noninterest earning assets:
Cash and due from banks 33,766 29,517
Premises and equipment 17,076 16,663
Other assets 22,439 21,152
Less: Allowance for loan losses (10,470) (9,608)
------------ ----------
Total assets $1,037,646 $939,881
============ ==========
LIABILITIES & SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Demand deposits $ 147,037 $ 1,158 3.2% $124,497 $ 818 2.6%
Savings deposits 166,496 1,263 3.0 194,645 1,577 3.2
Certificates of deposit 423,996 5,828 5.5 353,756 4,626 5.2
------------------------------------------------------
Total interest bearing deposits 737,529 8,249 4.5 672,898 7,021 4.2
Long-term borrowings 7,346 174 9.5 -- -- --
Short-term borrowings 42,684 472 4.4 29,741 285 3.8
------------------------------------------------------
Total interest bearing liabilities
and interest expense 787,559 8,895 4.5 702,639 7,306 4.2
Noninterest-bearing liabilities:
Demand deposits 115,568 114,739
Other 19,875 12,273
------------ ----------
Total liabilities 923,002 829,651
Shareholders' equity 114,644 110,230
------------ ----------
Total liabilities and
shareholders' equity $1,037,646 $939,881
============ ==========
Net interest income $11,715 $11,437
========== ==========
Spread 4.0% 4.3%
====== ======
Net interest margin 4.8% 5.2%
====== ======
</TABLE>
(1) Fully taxable equivalent using 35%.
(2) Nonaccrual loans are included in average balances.
(3) Average balances of available-for-sale securities are stated at fair value.
13
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Horizon's net interest margin for the three months ended March 31, 1998,
decreased 40 basis points from the net interest margin for the three months
ended March 31, 1997. Average interest-bearing liabilities increased $84,920 or
12.09% from $702,639 at March 31, 1997, to $787,559 at March 31, 1998. The
increase is a result of an $22,540 or 18.10% increase in interest-bearing demand
deposits and an increase of $70,240 or 19.86% in average certificates of deposit
coupled with a decrease of $28,149 or 14.46% in regular savings. A notable
change in the mix of interest-bearing deposits occurred in 1998 when compared to
1997. These changes are due to the introduction of new products and a more rate
sensitive customer 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 $12,943 or 43.52% due to
managements efforts in developing relationships with commercial customers using
the repurchase agreement or sweep product. Long-term borrowings increased $7,346
or 100% from the same period in 1997 as a result of the acquisition of Beckley
Bancorp, Inc. during the third quarter of 1997.
ALLOWANCE FOR LOAN LOSSES
At March 31, 1998, the allowance for loan losses as a percentage of total loans
decreased to 1.40% from 1.44% at December 31, 1997. Net charge-offs were $854
for the three months ended March 31, 1998, compared to $342 for the same period
in 1997. The increase in net charge-offs was primarily due to losses incurred
from indirect originations by an auto dealer who was engaged in fraudulent
activities, an increase in consumer charge-offs, and growth in the loan
portfolio. Management feels the majority of the losses due to the dealers
fraudulent activities have been realized. The provision for loan losses for the
three months ended March 31, 1998 was consistent with the same period of the
preceding year.
Total nonperforming loans were 1.45% of total loans at March 31, 1998, an
increase from the 1.01% at December 31, 1997. At March 31, 1998, nonperforming
assets were 1.13% of total assets, an increase from the 0.78% at December 31,
1997.
Nonperforming loans increased $3,417 or 46.59% at March 31, 1998, from the
$7,334 reported at December 31, 1997. The increase was primarily due to two
commercial loans being placed in nonaccrual status during the first quarter of
1998. Presently, adequate protection payments are being made on both loans.
Restructured loans totaled $543 at March 31, 1998. Collateral on these loans
have been sold or leased with the payments assigned to the restructured loans.
Management believes that established reserves for problem loans are adequate to
cover potential loss exposure on these loans.
Other real estate totaled $1,050 at March 31, 1998, and represented an increase
of $434 or 70.45% from $616 at December 31, 1997. Management anticipates no
significant difficulty in disposing of other real estate and believes that no
significant losses exist in this nonearning asset category.
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<TABLE>
<CAPTION>
ANALYSIS OF ASSET QUALITY
-------------------------
MARCH 31, DECEMBER 31,
1998 1997
-------------------------
<S> <C> <C>
Nonaccruing loans $5,217 $4,043
Loans ninety days past due and accruing interest 4,991 3,291
Restructured loans 543 --
-------------------------
Total nonperforming loans 10,751 7,334
Other real estate owned 1,050 616
=========================
Total nonperforming assets $11,801 $7,950
=========================
Nonperforming loans to total loans 1.45% 1.01%
Nonperforming assets to total assets 1.13% 0.78%
Allowance for loan losses to nonperforming loans 96.47% 143.40%
</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 $222 or 15.50% for the three months ended
March 31, 1998, as compared to the three months ended March 31, 1997. The
increase is primarily due to a $95 or 45.89% increase in trust income, and a $79
or 27.62% increase in other income related to slight increases in insurance
commissions of $16 or 35.56%, secondary market fees of $24 or 480%, and gains on
sales of loans of $17 or 170%.
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, 1998, increased $28 or 0.42% over the three months ended March 31,
1997. Equipment expense increased $78 or 14.61% from $534 at March 31, 1997 to
$612 at March 31, 1998 while advertising decreased $73 or 47.71% from $153 for
the first quarter of 1997 to $80 for the first quarter of 1998.
INCOME TAXES
Income tax expense expressed as a percentage of income before income taxes was
34.55% for the three months ended March 31, 1998, compared to 35.57% for the
three months ended March 31, 1997. The decrease in the effective tax rate during
1998 compared to 1997 reflects a slight increase in tax-exempt interest income,
primarily on investments.
BALANCE SHEET ANALYSIS
At March 31, 1998, total assets increased $23,046 or 2.26% from the December 31,
1997 total of $1,020,281. Investment securities totaled $210,746 at March 31,
1998, and have decreased $4,672 or 2.17% from the December 31, 1997 total of
$215,418. The decrease was attributable to the funding of loan growth through
investment security maturities as total loans increased $13,390 or 1.84% for the
three months ended March 31, 1998. The increase in loans was due primarily to
more favorable economic conditions in the market area and management's
willingness to increase its market share through lending activities.
15
<PAGE> 16
Total deposits at March 31, 1998 were $861,213 and have increased $19,906 or
2.37% from the December 31, 1997 total of $841,307. Non-interest bearing
deposits increased $7,184 or 6.33% while interest bearing deposits increased
$12,722 or 1.75%. At March 31, 1998, short and long-term borrowings approximated
$43,184 and $8,505 compared to $42,642 and $7,102, respectively at December 31,
1997.
Shareholders' equity decreased $151 or 0.13% from the total at December 31,
1997. The decrease was due to the purchase of $2,114 in treasury shares, net of
an increase in the retention of earnings of $1,885, and an increase in
unrealized gain on available-for-sale securities of $47 from $1,098 at December
31, 1997 to $1,145 at March 31, 1998.
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. 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
10.91% on March 31, 1998, a decrease from the 11.18% reported at December 31,
1997. The primary capital ratio, which includes equity plus the allowance for
loan losses, was 11.79% on March 31, 1998, and has decreased slightly from the
12.08% reported on December 31, 1997. 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.
In the first quarter 1998, Horizon entered into two credit agreements with
unrelated parties to provide long-term financing. These agreements, in addition
to those noted in Note 9 of the 1997 Annual Report, provide revolving lines of
credit of $15,000 to Horizon. As of March 31, 1998, $4,900 was outstanding.
Horizon does not anticipate any material capital expenditures in 1998. Earnings
from subsidiary bank operations are expected to remain adequate to fund payment
of stockholders' dividends and normal internal growth. In management's opinion,
subsidiary banks have the capability to upstream sufficient dividends to meet
normal cash requirements of Horizon.
16
<PAGE> 17
Pertinent capital ratios were:
<TABLE>
<CAPTION>
Minimum Regulatory
March 31, 1998 December 31, 1997 Requirements
---------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholders' Equity/Total Assets 10.9% 11.2%
Primary Capital Ratio 11.8% 12.1%
Risk-Adjusted Capital
Total Capital to Risk Weighted Assets 14.6% 16.4% 8.0%
Tier I to Risk Weighted Assets 15.8% 15.2% 4.0%
Tier I to Average Assets 10.3% 11.1% 4.0%
</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.
17
<PAGE> 18
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
18
<PAGE> 19
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 14, 1998 /s/ FRANK S. HARKINS, JR.
------------ ----------------------------
Frank S. Harkins, Jr.
Chairman of the Board
Date: May 14, 1998 /s/ C. DUANE BLANKENSHIP
------------ ----------------------------
C. Duane Blankenship
Chief Financial Officer
19
<PAGE> 1
EXHIBIT 11
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31
1998 1997
-----------------------------
<S> <C> <C>
NUMERATOR:
Net Income $3,624,000 $3,242,000
=============================
DENOMINATOR:
Denominator for basic earnings per share - weighted average shares
outstanding 9,174,166 9,294,782
Effect of diluted securities:
Employee stock options 49,506 14,639
=============================
Denominator for diluted earnings per share - adjusted weighted
average shares outstanding 9,223,672 9,309,421
=============================
BASIC EARNINGS PER SHARE $0.40 $0.35
=============================
DILUTED EARNINGS PER SHARE $0.39 $0.35
=============================
</TABLE>
20
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 27,576
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 30,265
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 170,035
<INVESTMENTS-CARRYING> 40,711
<INVESTMENTS-MARKET> 41,829
<LOANS> 741,629
<ALLOWANCE> 10,372
<TOTAL-ASSETS> 1,043,327
<DEPOSITS> 861,213
<SHORT-TERM> 43,184
<LIABILITIES-OTHER> 16,554
<LONG-TERM> 8,505
0
0
<COMMON> 9,312
<OTHER-SE> 104,559
<TOTAL-LIABILITIES-AND-EQUITY> 1,043,327
<INTEREST-LOAN> 16,534
<INTEREST-INVEST> 3,279
<INTEREST-OTHER> 331
<INTEREST-TOTAL> 20,144
<INTEREST-DEPOSIT> 8,249
<INTEREST-EXPENSE> 8,895
<INTEREST-INCOME-NET> 11,249
<LOAN-LOSSES> 709
<SECURITIES-GAINS> (25)
<EXPENSE-OTHER> 6,657
<INCOME-PRETAX> 5,537
<INCOME-PRE-EXTRAORDINARY> 5,537
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,624
<EPS-PRIMARY> 0.40
<EPS-DILUTED> 0.39
<YIELD-ACTUAL> 4.81
<LOANS-NON> 5,217
<LOANS-PAST> 4,991
<LOANS-TROUBLED> 543
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 10,516
<CHARGE-OFFS> 1,047
<RECOVERIES> 351
<ALLOWANCE-CLOSE> 10,372
<ALLOWANCE-DOMESTIC> 10,372
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 3,095
</TABLE>
