Accounting Policies

9 Months Ended

Sep. 30, 2022

The accompanying unaudited condensed consolidated financial statements include the accounts of Horizon Bancorp, Inc. (“Horizon” or the “Company”) and its wholly-owned subsidiaries, including Horizon Bank (“Horizon Bank” or the “Bank”), which is an Indiana commercial bank. All inter–company balances and transactions have been eliminated. The results of operations for the periods ended September 30, 2022 and September 30, 2021 are not necessarily indicative of the operating results for the full year of 2022 or 2021. The accompanying unaudited condensed consolidated financial statements reflect all adjustments that are, in the opinion of Horizon’s management, necessary to fairly present the financial position, results of operations and cash flows of Horizon for the periods presented. Those adjustments consist only of normal recurring adjustments.

Certain information and note disclosures normally included in Horizon’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Horizon’s Annual Report on Form 10–K for 2021 filed with the Securities and Exchange Commission on March 9, 2022. The condensed consolidated balance sheet of Horizon as of December 31, 2021 has been derived from the audited balance sheet as of that date.

On July 16, 2019, the Board of Directors of the Company authorized a stock repurchase program for up to 2,250,000 shares of Horizon’s issued and outstanding common stock, no par value. As of September 30, 2022, Horizon had repurchased a total of 803,349 shares at an average price per share of $16.89.

Basic earnings per share is computed by dividing net income available to common shareholders (net income less dividend requirements for preferred stock and accretion of preferred stock discount) by the weighted–average number of common shares outstanding. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

The following table shows computation of basic and diluted earnings per share.


	Three Months Ended				Nine Months Ended
	September 30				September 30
	2022		2021		2022		2021
Basic earnings per share
Net income	$	23,821	$	23,071	$	72,243	$	65,666
Weighted average common shares outstanding	43,573,370		43,810,729		43,567,028		43,893,194
Basic earnings per share	$	0.55	$	0.53	$	1.66	$	1.50

Diluted earnings per share
Net income	$	23,821	$	23,071	$	72,243	$	65,666
Weighted average common shares outstanding	43,573,370		43,810,729		43,567,028		43,893,194
Effect of dilutive securities:
Restricted stock	92,405		99,666		92,718		102,446
Stock options	38,018		48,475		39,289		51,403
Weighted average common shares outstanding	43,703,793		43,958,870		43,699,035		44,047,043
Diluted earnings per share	$	0.55	$	0.52	$	1.65	$	1.49

There were 316,760 shares for the three and nine months ended September 30, 2022 which were not included in the computation of diluted earnings per share because they were non–dilutive. There were 142,705 and 153,582 shares for the three and nine months ended September 30, 2021, respectively, which were not included in the computation of diluted earnings per share because they were non–dilutive.

Horizon has share–based employee compensation plans, which are described in the notes to the financial statements included in the December 31, 2021 Annual Report on Form 10–K. Also, the Company's shareholders approved the 2021 Omnibus Equity Incentive Plan at its Annual Meeting on May 6, 2021, adding 1.4 million additional shares to the plan and with no other significant changes from the Company's previous plan.

Revision of Previously Issued Financial Statements

We have revised amounts reported in previously issued financial statements for the periods presented in this Quarterly Report on Form 10–Q related to immaterial errors. The errors relate to sold commercial loan participation balances which do not qualify under accounting guidance as sales transactions under Accounting Standards Codification Topic 860 – Transfers and Servicing. The correction of this error resulted in an increase in loans, net of allowance for credit losses and borrowings on the Company's condensed consolidated balance sheet.

We evaluated the aggregate effects of the errors to our previously issued financial statements in accordance with SEC Staff Accounting Bulletins No. 99 and No. 108 and, based upon quantitative and qualitative factors, determined that the errors were not material to the previously issued financial statements and disclosures included in our Annual Report on Form 10–K for the year ended December 31, 2021, or for any quarterly periods included therein.

The following tables present the revisions to the line items of our previously issued financial statements to reflect the correction of the errors:


Consolidated Balance Sheet
As of December 31, 2021	As Reported		Adjustment		As Revised
Loans, net of allowance for credit losses	$	3,553,345	$	36,986	$	3,590,331
Total assets	7,374,903		36,986		7,411,889
Borrowings	675,753		36,986		712,739
Total liabilities	6,651,694		36,986		6,688,680
Total liabilities and stockholders' equity	7,374,903		36,986		7,411,889


Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2021	As Reported		Adjustment		As Revised
Net change in loans	$	412,873	$	(2,156)	$	410,717
Net cash provided by investing activities	(138,780)		(2,156)		(140,936)
Proceeds from borrowings	225,375		2,156		227,531


Net cash provided by financing activities	772,067		2,156		774,223
Net Change in Cash and Cash Equivalents	54,460		—		54,460

We have revised amounts reported in previously issued financial statements for the periods presented in this Quarterly Report on Form 10–Q related to immaterial errors. The errors relate to the classification of certain available for sale (“AFS“) and held to maturity (“HTM”) securities. The correction of this error resulted in an increase in AFS and HTM federal agency mortgage–backed pool securities and a decrease in AFS and HTM private labeled mortgage–backed pool securities in Note 3 – Securities.

The following tables present the revisions to the line items of our previously issued financial statements to reflect the correction of the errors:


Note 3 – Securities
As of December 31, 2021	Amortized Cost
	As Reported		Adjustment	As Revised
Federal agency mortgage–backed pools	$	225,329	31,856	257,185
Private labeled mortgage–backed pools	31,856		(31,856)	—
Total available for sale investment securities	$	257,185	—	257,185

Federal agency mortgage–backed pools	$	188,426	59,511	247,937
Private labeled mortgage–backed pools	99,958		(59,511)	40,447
Total held to maturity investment securities	$	288,384	—	288,384

	Gross Unrealized Gains
	As Reported		Adjustment	As Revised
Federal agency mortgage–backed pools	$	1,777	137	1,914
Private labeled mortgage–backed pools	137		(137)	—
Total available for sale investment securities	$	1,914	—	1,914

Federal agency mortgage–backed pools	$	151	58	209
Private labeled mortgage–backed pools	58		(58)	—
Total held to maturity investment securities	$	209	—	209

	Gross Unrealized Losses
	As Reported		Adjustment	As Revised
Federal agency mortgage–backed pools	$	(1,032)	(376)	(1,408)
Private labeled mortgage–backed pools	(376)		376	—
Total available for sale investment securities	$	(1,408)	—	(1,408)

Federal agency mortgage–backed pools	$	(2,612)	(1,398)	(4,010)
Private labeled mortgage–backed pools	(1,840)		1,398	(442)
Total held to maturity investment securities	$	(4,452)	—	(4,452)

	Fair Value
	As Reported		Adjustment	As Revised
Federal agency mortgage–backed pools	$	226,074	31,617	257,691
Private labeled mortgage–backed pools	31,617		(31,617)	—
Total available for sale investment securities	$	257,691	—	257,691

Federal agency mortgage–backed pools	$	185,965	58,171	244,136
Private labeled mortgage–backed pools	98,176		(58,171)	40,005
Total held to maturity investment securities	$	284,141	—	284,141

Accounting Guidance Issued But Not Yet Adopted

Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2022–02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures

The FASB has issued ASU 2022–02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, in March 2022. These amendments eliminate the TDR recognition and measurement guidance and, instead, require that an entity evaluate (consistent with the accounting for other loan modifications) whether the modification represents a new loan or a continuation of an existing loan. The amendments also enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. Additionally, these amendments require that an entity disclose current–period gross write–offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326–20. The guidance is effective for entities that have adopted ASU 2016–13 for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. These amendments should be applied prospectively. If an entity elects to early adopt ASU 2022–02 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes the interim period. An entity may elect to early adopt the amendments about TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures. The Company is assessing ASU 2022–02 and its impact on its accounting and disclosures.

FASB ASU No. 2020–04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

The FASB has issued ASU 2020–04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary, optional guidance to ease the potential burden in accounting for, or recognizing the effects of, the transition away from the LIBOR or other interbank offered rates on financial reporting. To help with the transition to new reference rates, the ASU provides optional expedients and exceptions for applying GAAP to affected contract modifications and hedge accounting relationships. The main provisions include:

•A change in a contract's reference interest rate would be accounted for as a continuation of that contract rather than as the creation of a new one for contracts, including loans, debt, leases, and other arrangements, that meet specific criteria.

•When updating its hedging strategies in response to reference rate reform, an entity would be allowed to preserve its hedge accounting.

The guidance is applicable only to contracts or hedge accounting relationships that reference LIBOR or another reference rate expected to be discontinued. Because the guidance is meant to help entities through the transition period, it will be in effect for a limited time and will not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, for which an entity has elected certain optional expedients that are retained through the end of the hedging relationship. The amendments in this ASU are effective March 12, 2020 through December 31, 2022.

ASU 2020–04 permits relief solely for reference rate reform actions and permits different elections over the effective date for legacy and new activity. Accordingly, the Company is evaluating and reassessing the elections on a quarterly basis. For current elections in effect regarding the assertion of the probability of forecasted transactions, the Company elects the expedient to assert the probability of the hedged interest payments and receipts regardless of any expected modification in terms related to reference rate reform.

The Company conducted monthly meetings to address contracts and hedge accounting relationships that reference LIBOR. All contracts referencing LIBOR as an interest rate have been identified and have been rewritten or refinanced as of March 31, 2022, except for commercial loan interest rate swaps. Hedge accounting relationships referencing LIBOR will be modified by the counter parties. The Company believes the adoption of this guidance on activities subsequent to December 31, 2020 through December 31, 2022 will not have a material impact on the consolidated financial statements.