-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ROhTVM7j/zRKRHxWsdYWSK0WPfovGN2NhnKZQGS5edte7vwWBWvo/rfLyjRwNqFl l6WuIGF5dwGWI4YltDEXhw== /in/edgar/work/20000808/0000950152-00-005717/0000950152-00-005717.txt : 20000921 0000950152-00-005717.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950152-00-005717 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORIZON BANCORP /IN/ CENTRAL INDEX KEY: 0000706129 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 351562417 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-10792 FILM NUMBER: 688507 BUSINESS ADDRESS: STREET 1: 515 FRANKLIN SQ CITY: MICHIGAN CITY STATE: IN ZIP: 46360 BUSINESS PHONE: 2198790211 MAIL ADDRESS: STREET 1: 515 FRANKLIN SQ CITY: MICHIGAN CITY STATE: IN ZIP: 46360 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS MICHIANA FINANCIAL CORP DATE OF NAME CHANGE: 19861021 10-Q 1 e10-q.txt HORIZON BANCORP FORM 10-Q 1 HORIZON BANCORP FORM 10-Q SECURITIES AND EXCHANGE COMMISSION 450 5th Street N.W. Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended JUNE 30, 2000 commission file number 0-10792 ------------- ------- HORIZON BANCORP --------------- (Exact name of registrant as specified in its charter) INDIANA 35-1562417 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 515 FRANKLIN SQUARE, MICHIGAN CITY, INDIANA 46360 - ------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (219) 879-0211 -------------- Securities registered pursuant to Section 12(b) of the Act: NONE ---- Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE -------------------------- (Title of class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 685,824 at JULY 31, 2000 ------- ------------- 2 HORIZON BANCORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Dollar Amounts in Thousands)
JUNE 30, DECEMBER 31, 2000 1999 -------------------- ---------------------- ASSETS Cash and due from banks $ 34,232 $ 34,670 Interest-bearing demand deposits 174 -------------------- ---------------------- Cash and cash equivalents 34,232 34,844 Interest-bearing deposits 237 232 Investment securities, available for sale 67,790 67,880 Loans, net of allowance for loan losses of $4,088 and $3,273 399,193 391,084 Premises and equipment 17,468 18,134 Federal Reserve and Federal Home Loan Bank stock 6,238 5,897 Interest receivable 2,852 2,780 Other assets 5,663 5,145 -------------------- ---------------------- Total assets $533,673 $525,996 ==================== ====================== LIABILITIES Deposits Noninterest bearing $ 41,669 $ 44,890 Interest bearing 332,868 318,778 -------------------- ---------------------- Total deposits 374,537 363,668 Short-term borrowings 14,700 24,500 Federal Home Loan Bank advances 110,320 105,000 Interest payable 1,002 920 Other liabilities 3,005 2,909 -------------------- ---------------------- Total liabilities 503,564 496,997 -------------------- ---------------------- COMMITMENTS AND CONTINGENCIES EQUITY RECEIVED FROM CONTRIBUTIONS AND DIVIDENDS TO THE ESOP 7,113 7,808 STOCKHOLDERS' EQUITY Common stock, $1 stated value Authorized -- 5,000,000 shares Issued-- 1,038,428 shares, less ESOP shares of 147,952 and 165,309 890 873 Additional paid-in capital 13,843 13,153 Retained earnings 23,848 22,629 Accumulated other comprehensive loss (1,203) (1,201) Less treasury stock, at cost, 352,451 and 350,293 shares (14,382) (14,263) -------------------- ---------------------- Total stockholders' equity 22,996 21,191 -------------------- ---------------------- Total liabilities and stockholders' equity $533,673 $525,996 ==================== ====================== See notes to consolidated financial statements.
3 HORIZON BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (Dollar Amounts in Thousands, Except Per Share Data)
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30 ------------------------------- ------------------------------- 2000 1999 2000 1999 ---------------- -------------- --------------- --------------- INTEREST INCOME Loans receivable $ 9,066 $ 6,156 $ 17,751 $ 12,117 Investment securities: Taxable 1,219 1,357 2,427 2,576 Tax exempt 2 60 5 161 ---------------- -------------- --------------- --------------- Total interest income 10,287 7,573 20,183 14,854 ---------------- -------------- --------------- --------------- INTEREST EXPENSE Deposits 3,766 3,149 7,961 6,124 Federal funds purchased and short-term borrowings 222 329 3 Federal Home Loan Bank advances 1,465 730 2,605 1,451 ---------------- -------------- --------------- --------------- Total interest expense 5,453 3,879 10,895 7,578 ---------------- -------------- --------------- --------------- NET INTEREST INCOME 4,834 3,694 9,288 7,276 Provision for loan losses 502 179 1,005 344 ---------------- -------------- --------------- --------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,332 3,515 8,283 6,932 ---------------- -------------- --------------- --------------- OTHER INCOME Service charges on deposit accounts 521 525 983 1,014 Fiduciary activities 710 537 1,377 1,018 Commission income from insurance agency 174 180 403 415 Income from reinsurance company 22 27 60 81 Gain on sale of securities 176 176 Other income 401 92 626 204 --------------- --------------- ---------------- -------------- Total other income 1,828 1,537 3,449 2,908 ---------------- -------------- --------------- --------------- OTHER EXPENSES Salaries and employee benefits 2,138 2,232 4,393 4,385 Net occupancy expenses 443 388 889 794 Data processing and equipment expenses 545 509 1,059 1,028 Other expenses 1,308 1,026 2,379 2,014 --------------- --------------- ---------------- -------------- Total other expenses 4,434 4,155 8,720 8,221 ---------------- -------------- --------------- --------------- Income Before Income Tax 1,726 897 3,012 1,619 Income tax expense 677 267 1,183 502 ---------------- -------------- --------------- --------------- NET INCOME FROM CONTINUING OPERATIONS 1,049 630 1,829 1,117 ---------------- -------------- --------------- ---------------
4 HORIZON BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME - CONTINUED (Dollar Amounts in Thousands, Except Per Share Data)
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30 -------------------------------- -------------------------------- 2000 1999 2000 1999 ---------------- --------------- ---------------- --------------- DISCONTINUED OPERATIONS Income (loss) from operation of discontinued subsidiary (less tax benefit of $6 in 2000 and $56 in 1999) $ 8 $ (39) $ 10 $ (82) Loss on disposal of subsidiary, including provision for operating losses during phase-out period (less tax benefit of $32 in 1999) (50) (49) ---------------- --------------- ---------------- --------------- Total income (loss) from discontinued operations 8 (89) 10 (131) ---------------- --------------- ---------------- --------------- NET INCOME $ 1,057 $ 541 $ 1,839 $ 986 ================ =============== ================ =============== Basic and Diluted Earnings per Share from continuing operations $ 1.52 $ 0.96 $ 2.65 $ 1.68 Basic and Diluted Earnings per Share from income (loss) on discontinued operations 0.01 (0.14) 0.01 (0.20) ---------------- --------------- ---------------- --------------- BASIC AND DILUTED EARNINGS PER SHARE $ 1.53 $ 0.82 $ 2.66 $ 1.48 ================ =============== ================ =============== See notes to consolidated financial statements.
5 HORIZON BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Table Dollar Amounts in Thousands)
Accumulated Additional Other Paid-in Comprehensive Retained Comprehensive Treasury Common Stock Capital Income Earnings Loss Stock Total ------------- ------------ --------------- ---------- --------------- ------------ ------------ BALANCES, DECEMBER 31, 1999 $873 $13,153 $22,629 $(1,201) $(14,263) $21,191 Net income $1,839 1,839 1,839 Other comprehensive income, net of tax Unrealized losses on securities (2) (2) (2) --------------- Comprehensive income $1,837 =============== Cash dividends ($.90 per share) (620) (620) Re-issuance of 1,476 shares of treasury stock 12 48 60 Purchase of 3,788 shares of treasury stock (167) (167) Net purchases and distributions with ESOP 17 678 695 ------------- ------------ ---------- --------------- ------------ ------------ BALANCES, JUNE 30, 2000 $890 $13,843 $23,848 $(1,203) $(14,382) $22,996 ============= ============ ========== =============== ============ ============
See notes to consolidated financial statements. 6 HORIZON BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Dollar Amounts in Thousands)
Six Months Ended June 30 ------------------------------------- 2000 1999 ----------------- ------------------- OPERATING ACTIVITIES Net income $ 1,839 $ 986 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 1,005 540 Additional paid-in capital from release of ESOP shares 98 Depreciation and amortization 730 655 Deferred income tax (167) (23) Investment securities amortization, net 48 109 Gain on sale of investment securities (176) Loss on disposal of fixed assets 21 Gain on sale of loans (170) Proceeds from sales of loans 13,340 Deferred loan fees ( 30) (44) Unearned income (140) 292 Net change in: Interest receivable (72) (331) Interest payable 82 (31) Other assets (350) 1,581 Other liabilities 96 4,763 ----------------- ------------------- Net cash provided by operating activities 16,211 8,440 ----------------- ------------------- INVESTING ACTIVITIES~ Net change in interest-bearing deposits (5) (3) Purchases of securities available for sale (7,908) (30,644) Proceeds from maturities, calls, and principal repayments of securities available for sale 7,947 13,533 Proceeds from sales of securities available for sale 8,257 Proceeds from maturities, calls, and principal repayments of securities held to maturity 2,000 Purchase of Federal Home Loan Bank stock (341) Net change in loans (22,336) (15,398) Recoveries on loans previously charged-off 222 171 Purchases of premises and equipment (64) (1,161) ----------------- ------------------- Net cash used by investing activities (22,485) (23,245) ----------------- ------------------- FINANCING ACTIVITIES Net change in Deposits 10,869 20,213 Short-term borrowings (9,800) (600) Federal Home Loan Bank advance 65,320 Repayment of Federal Home Loan Bank advance (60,000) Re-issuance of Treasury Stock 60 Dividends paid (620) (576) Purchase of treasury stock (167) (2,313) ----------------- ------------------- Net cash provided by financing activities 5,662 16,724 ----------------- ------------------- NET CHANGE IN CASH AND CASH EQUIVALENT (612) 1,919 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 34,844 31,869 ----------------- ------------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $34,232 $33,788 ================= =================== ADDITIONAL CASH FLOWS INFORMATION Interest paid $ 10,977 $ 7,767 Income tax paid 1,230 150
See notes to consolidated financial statements. 7 HORIZON BANCORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Table Dollar Amounts in Thousands) NOTE 1 - BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of Horizon Bancorp (Horizon) and its wholly-owned subsidiaries, Horizon Bank, N.A. (Bank), HBC Insurance Group, Inc. (Insurance Company) and The Loan Store, Inc. All intercompany balances and transactions have been eliminated. The results of operations for the periods ended June 30, 2000 and June 30, 1999 are not necessarily indicative of the operating results for the full year of 2000 or 1999. These interim financial statements are prepared without audit and reflect all adjustments (consisting of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the consolidated position of Horizon Bancorp at June 30, 2000 and its results of operations and cash flows for the periods presented. The accompanying consolidated financial statements do not purport to contain all the necessary financial disclosure required by generally accepted accounting principals that might otherwise be necessary in the circumstances and should be read in conjunction with the 1999 Horizon Bancorp consolidated financial statements and related notes thereto included in its Annual Report for the year ended December 31, 1999. NOTE 2 - INVESTMENT SECURITIES
2000 ----------------------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Fair June 30 Cost Gains Losses Value - ------------------------------------------------------ ----------------- ----------------- ---------------- ------------------ Available for sale U.S. Treasury and federal agencies $ 24,918 $ 23 $ (782) $ 24,159 State and municipal 5,250 13 (152) 5,111 FHLMC mortgage-backed securities 6,195 8 (108) 6,095 FNMA mortgage-backed securities 15,174 22 (310) 14,886 GNMA collateralized mortgage obligation 8,039 (570) 7,469 FHLMC collateralized mortgage obligation 5,844 (20) 5,824 FNMA collateralized mortgage obligation 4,039 37 (41) 4,035 Marketable equity securities 315 (104) 211 ----------------- ----------------- ---------------- ------------------ Total available for sale $ 69,774 $ 103 $ (2,087) $ 67,790 ================= ================= ================ ==================
8 HORIZON BANCORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Table Dollar Amounts in Thousands) NOTE 2 - INVESTMENT SECURITIES
1999 ------------------------------------------------------------------------ Gross Gross Amortized Unrealized Unrealized Fair December 31 Cost Gains Losses Value - ---------------------------------------------------------- ----------------- ----------------- ------------------ ----------------- Available for sale U.S. Treasury and federal agencies $30,428 $18 $ (866) $29,580 State and Municipal 4,230 (130) 4,100 FHLMC mortgage-backed securities 6,722 14 (127) 6,609 FNMA mortgage-backed securities 16,843 40 (267) 16,616 GNMA collateralized mortgage obligations 8,051 (582) 7,469 FHLMC collateralized mortgage obligation 964 (19) 945 FNMA collateralized mortgage obligations 2,307 (32) 2,275 Marketable equity securities 315 (29) 286 ----------------- ----------------- ------------------ ------------------ Total investment securities $69,860 $72 $(2,052) $67,880 ================= ================= ================== ==================
The amortized cost and fair value of securities available for sale at June 30, 2000, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
Available for Sale ----------------------------------- Amortized Fair Cost Value ----------------- ----------------- Within one year $ 1,031 $ 1,035 One to five years 15,588 15,265 Five to ten years 10,249 9,934 After ten years 3,300 3,036 ----------------- ----------------- 30,168 29,270 Mortgage-backed securities 21,369 20,981 Collateralized mortgage obligations 17,922 17,328 Marketable equity securities 315 211 ----------------- ----------------- $ 69,774 $ 67,790 ================= =================
There were no sales of securities available for sale during the six months ended June 30, 2000. During 1999, debt securities with an amortized cost of $10.050 million were transferred from held to maturity to available for sale so the Bank could minimize the tax consequences of holding tax-exempt securities. The securities had an unrealized gain of approximately $350 thousand. There were no transfers between classifications in the six months ended June 30, 2000. 9 HORIZON BANCORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Table Dollar Amounts in Thousands) NOTE 3 - LOANS
JUNE 30, December 31, 2000 1999 --------------------- ------------------- Commercial loans $ 89,255 $ 89,361 Mortgage warehouse loans 100,142 85,542 Real estate loans 141,351 154,717 Installment loans 72,533 64,737 --------------------- ------------------- Total loans $403,281 $394,357 ===================== ===================
NOTE 4 - ALLOWANCE FOR LOAN LOSSES
JUNE 30, December 31, 2000 1999 --------------------- ------------------- Allowance for loan losses Balances, beginning of period $ 3,273 $ 2,787 Provision for losses, operations 1,005 1,100 Provision for losses, discontinued operations 250 Recoveries on loans 222 363 Loans charged off (412) (1,227) --------------------- ------------------- Balances, end of period $ 4,088 $ 3,273 ===================== ===================
NOTE 5 - NONPERFORMING ASSETS
JUNE 30, December 31 2000 1999 --------------------- ------------------- Nonperforming loans $ 1,770 $ 1,574 Other real estate owned --------------------- ------------------- Total nonperforming assets $ 1,770 $ 1,574 ===================== ===================
10 HORIZON BANCORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Table Dollar Amounts in Thousands) NOTE 6 - OTHER COMPREHENSIVE INCOME
Six Months Ended June 30 2000 ------------------ Unrealized losses on securities: Unrealized holding losses arising during the period $ (3) Less: reclassification adjustment for gains (losses) realized in net income ------------------ Net unrealized losses (3) Tax benefit 1 ------------------ Other comprehensive loss $ (2) ==================
NOTE 7 - DISCONTINUED OPERATIONS At its April 1999 meeting, the Board of Directors of Horizon Bancorp approved discontinuing the operations of The Loan Store, Inc., a wholly owned subsidiary of Horizon Bancorp. On August 13, 1999 substantially all of the assets of The Loan Store, Inc. were sold. On March 31, 2000, loans totaling approximately $250 thousand were repurchased from the purchaser as outlined in the purchase agreement. No further recourse exists as a result of this transaction. As of June 30, 2000, the remaining loans of The Loan Store, Inc. were $242 thousand. NOTE 8 - ESOP On July 20, 1999, the Board of Directors of Horizon Bancorp authorized the termination of the Horizon Bancorp Employee Stock Ownership Plan ("ESOP") as of December 31, 1999. The debt owed by the ESOP was repaid with the proceeds from the sale of a portion of the unallocated shares to Horizon Bancorp. All remaining shares were allocated to participants. The expense related to the termination of the ESOP was recorded in the third quarter of 1999 and resulted in an expense of $2.073 million for the year ended December 31, 1999. The expense recorded was based upon the price of Horizon Bancorp stock. An independent valuation firm performed a valuation of Horizon Stock and determined the market price of the stock was $44.00 per share as of December 31, 1999. The retirement plans of Horizon Bancorp own approximately 22% of the outstanding shares. 11 HORIZON BANCORP AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 Item 2 - Introduction The purpose of this discussion is to focus on Horizon's financial condition, changes in financial condition and the results of operations in order to provide a better understanding of the consolidated financial statements included elsewhere herein. This discussion should be read in conjunction with the consolidated financial statements and the related notes. Financial Condition - ------------------- Liquidity - --------- The Bank maintains a stable base of core deposits provided by long standing relationships with consumers and local businesses. These deposits are the principal source of liquidity for Horizon. Other sources of liquidity for Horizon include earnings, loan repayment, investment security sales and maturities, sale of real estate loans and borrowing relationships with correspondent banks, including the Federal Home Loan Bank (FHLB). During the six months ended June 30, 2000, cash and cash equivalents decreased by $612 thousand. In addition to liquidity provided from the normal operating, funding, and investing activities of Horizon, at June 30, 2000, the Bank has available approximately $72 million in unused credit lines with various money center banks including the FHLB. There have been no other material changes in the liquidity of Horizon from December 31, 1999 to June 30, 2000. Capital Resources - ----------------- The capital resources of Horizon and the Bank exceed regulatory capital ratios for "well capitalized" banks at June 30, 2000. Stockholders' equity totaled $30.109 million ($7.113 million from ESOP) as of June 30, 2000 compared to $28.999 million ($7.808 million from ESOP) as of December 31, 1999. The change in stockholders' equity during the six months ended June 30, 2000 is the result of repurchases of treasury stock and net income, net of dividends paid. At June 30, 2000, the ratio of stockholders' equity to assets was 5.64% compared to 5.51% at December 31, 1999. Horizon did not issue trust preferred stock as anticipated and disclosed in the 1999 annual report. There have been no other material changes in Horizon's capital resources from December 31, 1999 to June 30, 2000. 12 HORIZON BANCORP AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 Material Changes in Financial Condition - June 30, 2000 compared to December 31, - -------------------------------------------------------------------------------- 1999 - ---- Because of the nature of its activities, Horizon is subject to pending and threatened legal actions that arise in the normal course of business. In management's opinion, after consultation with counsel, none of the litigation to which Horizon or any of its subsidiaries is a party will have a material effect on the consolidated financial position or results of operations of Horizon. During the first six months of 2000, deposits increased nearly $11 million and the Bank sold over $13 million in residential mortgage loans. These moneys were used to fund growth in consumer loans and warehouse loans. Horizon continues to monitor funding sources to reduce the cost of funds and maintain adequate liquidity. There have been no other material changes in the financial condition of Horizon from December 31, 1999 to June 30, 2000. Results of Operations - --------------------- Material changes in results of operations - June 30, 2000 compared to June 30, - ------------------------------------------------------------------------------ 1999 - ---- During the six months ended June 30, 2000, net income totaled $1.839 million or $2.66 per share compared to $986 thousand or $1.48 per share for the same period in 1999. Net interest income was $9.288 million for the six months ended June 30, 2000 compared to $7.276 million for the same period 1999. The increase attributable to the addition of the mortgage warehousing program which began in October 1999. The provision for loan losses totaled $1.005 million for the six months ended June 30, 2000 compared to $344 thousand for the same period in 1999. The increase in the provision is available for losses inherent in the entire loan portfolio. The allowance for loan losses to total loans is 1.01% at June 30, 2000 compared to .83% at December 31, 1999. Total non-interest income for the six months ended June 30, 2000 increased $541 thousand or 18.60% from the same period in 1999. The two primary components of the change were an increase in fiduciary fees of $359 thousand and the addition of transaction fees related to the mortgage warehousing program that began in October 1999. Non-interest expense increased $499 thousand or 6.07% for the six months ended June 30, 2000 compared to the same period in 1999. 13 HORIZON BANCORP AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 Results of Operations (continued) - --------------------------------- At its April, 1999 meeting, the Board of Directors of Horizon Bancorp approved discontinuing the operations of The Loan Store, Inc., a wholly owned subsidiary of Horizon Bancorp. On August 13, 1999 substantially all of the assets of The Loan Store, Inc. were sold. On March 31, 2000, loans totaling approximately $250 thousand were repurchased from the purchaser as outlined in the purchase agreement. No further recourse exists as a result of this transaction. As of June 30, 2000, the remaining loans of The Loan Store, Inc. were $242 thousand. On July 20, 1999, the Board of Directors of Horizon Bancorp authorized the termination of the Horizon Bancorp Employee Stock Ownership Plan ("ESOP") as of December 31, 1999. The debt owed by the ESOP was repaid with the proceeds from the sale of a portion of the unallocated shares to Horizon Bancorp. All remaining shares were allocated to participants. The expense related to the termination of the ESOP was recorded in the 3rd quarter of 1999 and resulted in an expense of $2.073 million for the year ended December 31, 1999. The expense recorded was based upon the price of Horizon Bancorp stock. An independent valuation firm performed a valuation of Horizon Stock and determined the market price of the stock was $44.00 per share as of December 31, 1999. The retirement plans of Horizon Bancorp own approximately 22% of the outstanding shares. There have been no other material changes in the results of operations of Horizon for six months ending June 30, 2000 and 1999. Quantitative and Qualitative Disclosures About Market Risk - ---------------------------------------------------------- The Company currently does not engage in any derivative or hedging activity. Refer to the Company's 1999 10-K for analysis of the interest rate sensitivity. The Company believes there have been no significant changes in the interest rate sensitivity since it was reported in Form 10-K. Forward-Looking Statements - -------------------------- Certain statements in this section constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements of the Company to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. 14 HORIZON BANCORP AND SUBSIDIARIES PART II - OTHER INFORMATION FOR THE SIX MONTHS ENDED JUNE 30, 2000 ITEM 1. LEGAL PROCEEDINGS - ---------------------------- See Management's Discussion and Analysis ITEM 2. CHANGES IN SECURITIES - ------------------------------- Not Applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES - ----------------------------------------- Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------- Not Applicable ITEM 5. OTHER INFORMATION - --------------------------- Not Applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ------------------------------------------ a. Financial Data Schedule b. No reports on Form 8-K were filed during the six months ended June 30, 2000. 15 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HORIZON BANCORP 8/04/2000 /s/ Robert C. Dabagia - ---------------- ------------------------------------------------------ Date: BY: Robert C. Dabagia Chairman and Chief Executive Officer 8/04/2000 /s/ Diana E. Taylor - ---------------- ------------------------------------------------------ Date: BY: Diana E. Taylor Senior Vice President and Chief Financial Officer EX-27 2 ex27.txt EXHIBIT 27
9 1,000 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 34,232 237 0 0 67,790 0 0 403,281 4,088 533,673 374,537 14,700 3,005 110,320 0 0 890 22,106 533,673 17,751 2,432 0 20,183 7,961 10,895 9,288 1,005 0 8,720 3,012 1,839 0 0 1,839 2.66 2.66 4.14 1,424 346 0 0 3,273 412 222 4,088 4,088 0 494
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