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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, 2002
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:
1,982,700 at July 31, 2002
-------------
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HORIZON BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollar Amounts in Thousands)
JUNE 30, DECEMBER 31,
2002 2001
(UNAUDITED)
- ----------------------------------------------------------------------------------------------------------------------------
ASSETS
Cash and due from banks $ 43,513 $ 18,608
Interest-bearing demand deposits 129 20
Federal funds sold 17,000
--------------------------------------
Cash and cash equivalents 60,642 18,628
Interest-bearing deposits 251 247
Investment securities, available for sale 120,358 67,338
Loans held for sale 1,541 6,816
Loans, net of allowance for loan losses of $5,779 and $5,410 429,369 461,391
Premises and equipment 15,406 16,197
Federal Reserve and Federal Home Loan Bank stock 7,488 6,738
Interest receivable 3,278 3,209
Other assets 5,773 7,381
--------------------------------------
Total assets $644,106 $587,945
======================================
LIABILITIES
Deposits
Noninterest bearing $ 48,384 $ 43,353
Interest bearing 388,248 376,246
--------------------------------------
Total deposits 436,632 419,599
Short-term borrowings 16,696 22,344
Federal Home Loan Bank advances 135,264 105,293
Guaranteed preferred beneficial interests in Horizon Bancorp's subordinated
debentures 12,000
Interest payable 712 765
Other liabilities 4,780 5,001
--------------------------------------
Total liabilities 606,084 553,002
--------------------------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $.33 1/3 stated value
Authorized, 15,000,000 shares
Issued, 3,115,284 shares 1,038 1,038
Additional paid-in capital 20,808 20,808
Retained earnings 29,930 28,130
Accumulated other comprehensive income 1,771 430
Less treasury stock, at cost, 1,132,587 and 1,129,587 shares (15,525) (15,463)
--------------------------------------
Total stockholders' equity 38,022 34,943
--------------------------------------
Total liabilities and stockholders' equity $644,106 $587,945
======================================
See notes to consolidated financial statements
HORIZON BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Dollar Amounts in Thousands, Except Per Share Data)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------------------------------------------------
2002 2001 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------------
INTEREST INCOME
Loans receivable $ 8,221 $ 9,293 $ 16,483 $ 18,538
Investment securities:
Taxable 1,471 1,143 2,359 2,393
Tax exempt 344 7 470 13
------------------------------------------------------------
Total interest income 10,036 10,443 19,312 20,944
------------------------------------------------------------
INTEREST EXPENSE
Deposits 2,695 4,353 5,385 9,193
Federal funds purchased and short-term borrowings 74 95 170 216
Federal Home Loan Bank advances 1,657 1,097 2,881 2,148
Subordinated debentures 170 181
------------------------------------------------------------
Total interest expense 4,596 5,545 8,617 11,557
------------------------------------------------------------
NET INTEREST INCOME 5,440 4,898 10,695 9,387
Provision for loan losses 375 353 750 705
------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 5,065 4,545 9,945 8,682
------------------------------------------------------------
OTHER INCOME
Service charges on deposit accounts 722 552 1,383 1,063
Fiduciary activities 630 701 1,183 1,444
Commission income from insurance agency 159 215 335 469
Income from reinsurance company 8 16 28 43
Gain on sale of loans 453 560 978 1,058
Other income 169 310 466 576
------------------------------------------------------------
Total other income 2,141 2,354 4,373 4,653
------------------------------------------------------------
OTHER EXPENSES
Salaries and employee benefits 3,103 2,823 6,031 5,556
Net occupancy expenses 399 424 842 889
Data processing and equipment expenses 549 559 1,107 1,076
Other expenses 1,328 1,371 2,662 2,563
------------------------------------------------------------
Total other expenses 5,379 5,177 10,642 10,084
------------------------------------------------------------
INCOME BEFORE INCOME TAX AND CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE 1,827 1,722 3,676 3,251
Income tax expense 536 669 1,183 1,260
------------------------------------------------------------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 1,291 2,493
CUMULATIVE EFFECT ON YEARS PRIOR TO 2002 OF A CHANGE IN ACCOUNTING
FOR GOODWILL (97)
------------------------------------------------------------
NET INCOME $ 1,291 $ 1,053 $ 2,396 $ 1,991
============================================================
BASIC AND DILUTED EARNINGS PER SHARE BEFORE CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE $ .65 $ .53 $ 1.26 $ 1.00
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE $ .05
------------------------------------------------------------
BASIC AND DILUTED EARNINGS PER SHARE $ .65 $ .53 $ 1.21 $ 1.00
============================================================
See notes to consolidated financial statements.
HORIZON BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(Table Dollar Amounts in Thousands)
ADDITIONAL ACCUMULATED OTHER
COMMON PAID-IN COMPREHENSIVE RETAINED COMPREHENSIVE TREASURY
STOCK CAPITAL INCOME EARNINGS INCOME STOCK TOTAL
- ------------------------------------------------------------------------------------------------------------------------------
BALANCES, DECEMBER 31, 2001 $1,038 $20,808 $28,130 $ 430 $(15,463) $34,943
Net income 2,396 2,396 2,396
Other comprehensive
income, net of tax
Unrealized gains on
securities 1,341 1,341 1,341
--------------------
Comprehensive income $ 3,737
====================
Cash dividends ($.30 per
share) (596) (596)
Purchase of 3,000 shares
of treasury stock
(62) (62)
------------------------- ------------------------------------------------------
BALANCES, JUNE 30, 2002 $1,038 $20,808 $29,930 $1,771 $(15,525) $38,022
========================= ======================================================
See notes to consolidated financial statements.
HORIZON BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollar Amounts in Thousands)
SIX MONTHS
ENDED JUNE 30
----------------------------------
2002 2001
- ----------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net income $ 2,396 $ 1,991
Adjustments to reconcile net income to net cash provided by operating activities
Provision for loan losses 750 705
Depreciation and amortization 734 741
Goodwill impairment 160
Deferred income tax (103) (476)
Investment securities amortization (accretion), net (5)
Gain on sale of loans (978) (1,058)
Proceeds from sales of loans 65,777 58,969
Loans originated for sale (59,524) (62,397)
Gain on sale of other real estate owned 100
Deferred loan fees (1) (23)
Unearned income (66) (23)
Net change in
Interest receivable (69) 212
Interest payable (53) 17
Other assets 853 (371)
Other liabilities (221) 227
----------------------------------
Net cash provided (used)by operating activities 9,755 (1,491)
----------------------------------
INVESTING ACTIVITIES
Net change in interest-bearing deposits (4) (7)
Purchases of securities available for sale (63,261)
Proceeds from maturities, calls, and principal repayments
of securities available for sale 12,255 10,750
Proceeds from sales of securities available for sale 315
Purchase of Federal Home Loan Bank or Federal Reserve Bank Stock (750) (1)
Net change in loans 31,080 (18,882)
Recoveries on loans previously charged-off 259 215
Purchases of premises and equipment (182) (168)
----------------------------------
Net cash used by investing activities (20,603) (7,778)
----------------------------------
FINANCING ACTIVITIES
Net change in
Deposits 17,033 24,727
Short-term borrowings (5,648) (9,184)
Federal Home Loan Bank advance 80,164 120,000
Repayment of Federal Home Loan Bank advance (50,029) (115,027)
Proceeds from issuance of trust preferred securities 12,000
Dividends paid (596) (584)
Purchase of treasury stock (62) (47)
----------------------------------
Net cash provided by financing activities 52,862 19,885
----------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENT 42,014 10,616
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 18,628 35,051
----------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 60,642 $45,667
==================================
ADDITIONAL CASH FLOWS INFORMATION
Interest paid $ 8,670 $ 11,540
Income tax paid 1,505 1,780
See notes to consolidated financial statements.
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) and HBC Insurance Group, Inc. (Insurance Company) and Horizon Statutory
Trust I (Trust). All inter-company balances and transactions have been
eliminated. The results of operations for the period ended June 30, 2002 and
June 30, 2001 are not necessarily indicative of the operating results for the
full year of 2002 or 2001. The accompanying unaudited consolidated financial
statements reflect all adjustment 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 have been condensed or omitted. These
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in Horizon's Form
10-K annual report for 2001 filed with the Securities and Exchange Commission.
The consolidated balance sheet of Horizon as of December 31, 2001 has been
derived from the audited balance sheet of the Horizon as of that date.
Basic earnings per share is computed by dividing net income by the
weighted-average number of shares outstanding. All share and per share amounts
have been adjusted to give effect for a three for one stock split declared on
October 16, 2001.
Horizon formed a wholly owned subsidiary in 2002, Horizon Statutory Trust I, for
the purpose of participating in a Pooled Trust Preferred Program. See Note 8 for
further discussion regarding this program.
In 2001, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible
Assets". SFAS 142 no longer permits amortization of goodwill and establishes a
new method of testing goodwill for impairment by using a fair-value based
approach. Under this statement goodwill is to be evaluated for possible
impairment as of January 1, 2002, and periodically thereafter. Horizon adopted
SFAS 142 on January 1, 2002. As required by this standard, an initial test for
goodwill impairment was performed which compared the fair value of our Insurance
Agency (a subsidiary of the Bank) to its net book value. Market values for
comparable agencies, as well as other factors, were used as the basis for
determining the fair value of the Insurance Agency. As a result of this testing,
Horizon recorded an impairment loss on goodwill of $160 thousand ($97 thousand
after-tax) as a cumulative effect of change in accounting principle in the first
quarter of 2002.
HORIZON BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
NOTE 2 -- INVESTMENT SECURITIES
2002
------------------------------------------------------------------
GROSS GROSS
AMORTIZED COST UNREALIZED UNREALIZED FAIR
JUNE 30 GAINS LOSSES VALUE
- ----------------------------------------------------------------------------------------------------------------------------
Available for sale
U. S. Treasury and federal agencies $ 12,810 $ 98 $ 12,908
State and municipal 35,519 811 $(176) 36,154
Federal agency collateralized mortgage obligations 25,398 876 26,274
Federal agency mortgage backed pools 43,906 1,117 (1) 45,022
------------------------------------------------------------------
Total investment securities $117,633 $ 2,902 $(177) $120,358
==================================================================
2001
-------------------------------------------------------------------
GROSS GROSS
AMORTIZED GAINS UNREALIZED FAIR
DECEMBER 31 COST UNREALIZED LOSSES VALUE
- ----------------------------------------------------------------------------------------------------------------------------
Available for sale
U. S. Treasury and federal agencies $20,255 $ 123 $ (59) $20,319
State and Municipal 15,411 277 (378) 15,310
Federal agency collateralized mortgage obligations
17,150 468 (26) 17,592
Federal agency mortgage backed pools 13,812 310 14,117
-------------------------------------------------------------------
Total investment securities $66,628 $1,178 $(468) $67,338
===================================================================
HORIZON BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
The amortized cost and fair value of securities available for sale at June 30,
2002, 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 $ 19 $ 19
One to five years 9,386 9,594
Five to ten years 6,825 7,097
After ten years 32,099 32,352
-----------------------------------
48,329 49,062
Federal agency collateral mortgage 25,398 26,274
Federal agency mortgage backed pools 43,906 45,022
-----------------------------------
$117,633 $120,358
===================================
There were no sales of securities available for sale during the three and six
months ending June 30, 2002. Proceeds from sales of securities available for
sale during the three and six months ended June 30, 2001 were $315 thousand.
There were no gross gains or losses realized on the sales.
NOTE 3 -- LOANS
JUNE 30, December 31,
2002 2001
- --------------------------------------------------------------------------------
Commercial loans $102,949 $100,912
Mortgage warehouse loans 161,745 205,511
Real estate loans 86,802 80,571
Installment loans 83,652 79,807
------------------------------------
Total loans $435,148 $466,801
====================================
NOTE 4 -- ALLOWANCE FOR LOAN LOSSES
JUNE 30, December 31,
2002 2001
- --------------------------------------------------------------------------------
Allowance for loan losses
Balances, beginning of period $5,410 $4,803
Provision for losses 750 1,505
Recoveries on loans 259 683
Loans charged off (640) (1,581)
------------------------------------
Balances, end of period $5,779 $5,410
====================================
HORIZON BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
NOTE 5 -- NONPERFORMING ASSETS
JUNE 30, December 31
2002 2001
- --------------------------------------------------------------------------------
Nonperforming loans $1,529 $1,900
Other real estate owned 169 538
------------------------------------
Total nonperforming assets $1,698 $2,438
====================================
NOTE 6 -- GOODWILL
The changes in the carrying amount of goodwill for the six months ended June 30,
2002, were:
2002
--------------------
Balance as of January 1 $1,032
Impairment loss (160)
--------------------
Balance as of June 30, 2002 $ 872
====================
Goodwill impairment testing was performed which compared the fair value of the
Insurance Agency reporting unit to its carrying value. Market value multiples
for comparable agencies, as well as other factors, were used as the basis for
determining the fair value of the Insurance Agency. As a result of this testing,
Horizon recorded an impairment loss on goodwill of $160 thousand ($97 thousand
after-tax) as a cumulative effect of change in accounting method in the first
quarter of 2002.
Financial Accounting Standards Board Statement No. 142, Goodwill and Other
Intangibles, requires transitional disclosures regarding the change in
amortization and other treatment of goodwill and intangible assets for the three
and six months ended June 30, 2001, as follows:
THREE MONTHS ENDED JUNE 30 2001
- ------------------------------------------------------------------------
Reported net income $1,053
Add back: Goodwill amortization, net of tax 14
--------------------
Adjusted net income $1,067
====================
SIX MONTHS ENDED JUNE 30 2001
- ------------------------------------------------------------------------
Reported net income $1,991
Add back: Goodwill amortization, net of tax 27
--------------------
Adjusted net income $2,018
====================
HORIZON BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
NOTE 7 -- OTHER COMPREHENSIVE INCOME
SIX MONTHS ENDED JUNE 30 2002
- ----------------------------------------------------------------------------------------------------------
Unrealized gains on securities:
Unrealized holding gains arising during the period $2,015
Less: reclassification adjustment for gains realized in net income (0)
--------------------
Net unrealized gains 2,015
Tax expense 674
--------------------
Other comprehensive income $1,341
====================
NOTE 8 -- GUARANTEED PREFERRED BENEFICIAL INTERESTS IN HORIZON BANCORP'S
SUBORDINATED DEBENTURES
In March of 2002, Horizon formed Horizon Statutory Trust I (Trust). The Trust is
a statutory business trust and is wholly owned by Horizon. The Trust issued $12
million of Trust Preferred Capital Securities as a participant in a pooled trust
preferred securities offering. Horizon issued junior subordinated debentures
aggregating $12 million to the Trust. The junior subordinated debentures are the
sole assets of the Trust. The junior subordinated debentures and the trust
preferred securities pay interest and dividends, respectively, on a quarterly
basis. The junior subordinated debentures and the securities bear interest at a
rate of 90 day LIBOR plus 3.60% and mature on March 26, 2032 and are
non-callable for five years. After that period, the securities may be called at
any quarterly interest payment date at par. The Trust Preferred Capital
Securities, subject to certain limitations, are included in Tier 1 Capital for
regulatory purposes. Dividends on the Trust Preferred Capital Securities are
recorded as interest expense. Costs associated with the issuance of the
securities totaling $362 thousand were capitalized and are being amortized over
the estimated life of the securities.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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, 2002, cash and cash equivalents increased by approximately
$25 million; primarily the result of several large deposits from municipal
entities on the last business day of June. Another source of funds was the
proceeds from the issuance of junior subordinated debentures, which closed on
the 26th of March. In addition to liquidity provided from the normal operating,
funding, and investing activities of Horizon, at June 30, 2002, the Bank has
available approximately $62 million in unused credit lines with various money
center banks and the FHLB.
There have been no other material changes in the liquidity of Horizon from
December 31, 2001 to June 30, 2002.
Capital Resources
- -----------------
The capital resources of Horizon and Bank exceed regulatory capital ratios for
"well capitalized" banks at June 30, 2002. Stockholders' equity totaled $38.022
million as of June 30, 2002 compared to $34.943 million as of December 31, 2001.
The change in stockholders' equity during the six months ended June 30, 2002 is
the result of an increase in the market value of investment securities available
for sale accounted for as an increase to stockholders' equity, net of tax, and
net income, net of dividends declared. At June 30, 2002, the ratio of
stockholders' equity to assets was 5.90% compared to 5.94% at December 31, 2000.
In April of 2002, Horizon registered 200,000 shares of stock for a newly adopted
dividend reinvestment and stock purchase plan that became available to Horizon's
shareholders in May, 2002. The purpose of the dividend reinvestment plan is to
provide participating shareholders with a simple and convenient method of
investing cash dividends paid by Horizon on its shares of common stock in
additional shares of common stock.
There have been no other material changes in Horizon's capital resources from
December 31, 2001 to June 30, 2002.
Material Changes in Financial Condition - June 30, 2002 compared to December 31,
- --------------------------------------------------------------------------------
2001
- ----
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 first six months of 2002, investment securities increased approximately
$53 million. This growth relates directly to the additional regulatory Tier 1
capital raised through the issuance of $12 million of Trust Preferred
Securities. To cover the cost of this long-term debt, the Bank borrowed an
additional $40 million and invested the proceeds in additional investment
securities. The transactions will generate an initial net interest spread of
approximately 1.35%.
Loans declined by approximately $32 million for the six months ended June, 30,
2002, with a larger decline in mortgage warehouse lending partially offset by
growth in other loan categories. The decline in mortgage warehouse loans relates
to a general slow down in residential mortgage refinance activity.
Deposits grew by approximately $17 million during the first six months of 2002.
This growth came primarily at the end of the period and can be attributed to
cyclical public fund deposit activity. 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, 2001 to June 30, 2002.
RESULTS OF OPERATIONS
Material Changes in Results of Operations - June 30, 2002 Compared to June 30,
- ------------------------------------------------------------------------------
2001
- ----
During the six months ended June 30, 2002, net income totaled $2.396 million or
$1.21 per share compared to $1.991 million or $1.00 per share for the same
period in 2001.
Net interest income was $10.695 million for the six months ended June 30, 2002
compared to $9.387 million for the same period 2001.
The provision for loan losses totaled $750 thousand for the six months ended
June 30, 2002 compared to $705 thousand for the same period in 2001. The
allowance for loan losses to total loans is 1.35% at June 30, 2002 compared to
1.15% at December 31, 2001.
Total noninterest income for the six months ended June 30, 2002 was $4.373
million compared to $4.653 million for the same period in 2001. Service charge
income increased due to a new overdraft privilege product, offered to certain
qualified deposit customers. Income from fiduciary activities declined due to a
decline in market value of assets under administration.
Noninterest expense increased $558 thousand or 5.5% for the six months ended
June 30, 2002 compared to the same period in 2001. The increase was caused
primarily by increased expense related to Stock Appreciation Rights.
There have been no other material changes in the results of operations of
Horizon for the six months ending June 30, 2002 and 2001.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Horizon currently does not engage in any derivative or hedging activity. Refer
to Horizon's 2001 Form 10-K for analysis of its interest rate sensitivity.
Horizon believes there have been no significant changes in its interest rate
sensitivity since it was reported in its 2001 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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- --------------------------
Not Applicable
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
- ------------------------------------------------------------
(a) The Company held its Annual Shareholders' Meeting on May 9,
2002.
(b) The names of the Directors elected at the Annual Meeting were
as follows:
NAME VOTES FOR VOTES WITHHELD
---- --------- --------------
Charley Gillispie 1,541,976 11,314
Peter L. Pairitz 1,531,701 21,589
Dale W. Alspaugh 1,531,335 21,955
Craig M. Dwight 1,517,837 35,453
Robert E. Mc Bride 1,518,651 34,639
Gene L. Rice 1,537,574 15,716
The names of the Directors whose term of office continued
after the Annual Meeting are as follows:
Susan D. Aaron
Larry N. Middleton, Jr.
Robert E. Swinehart
Robert E. Dabagia
Bruce E. Rampage
Spero W. Valavanis
ITEM 5. OTHER INFORMATION
- --------------------------
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ----------------------------------------
(a) EXHIBITS
Exhibit 3. Amended and Restated Bylaws of the Registrant as
amended March 19, 2002.
Exhibit 11. Statement Regarding Computation of Per Share
Earnings
Exhibit 99.1 Certification of Chief Executive and Chief
financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) REPORTS ON FORM 8-K - No reports on Form 8-K were
filed during the three months ended June 30, 2002
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
August 6, 2002 /s/ Craig M. Dwight
- ---------------------------- --------------------------------------------
Date: BY: Craig M. Dwight
President and Chief Executive Officer
Auguts 6, 2002 /s/ James H. Foglesong
- ---------------------------- --------------------------------------------
Date: BY: James H. Foglesong
Chief Financial Officer
INDEX TO EXHIBITS
The following documents are filed as Exhibits to this Report.
Exhibit
- -------
3 Amended and Restated Bylaws of the Registrant as amended March 19, 2002.
11 Statement Regarding Computation of Per Share Earnings
99.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.