Horizon Bancorp
HBNC
#6198
Rank
NZ$1.54 B
Marketcap
NZ$30.22
Share price
1.84%
Change (1 day)
30.15%
Change (1 year)

Horizon Bancorp - 10-Q quarterly report FY


Text size:
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 MARCH 31, 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 APRIL 30, 2002
--------- --------------
HORIZON BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollar Amounts in Thousands)

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2002 2001
- ----------------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
ASSETS
Cash and due from banks $ 16,197 $ 18,608
Interest-bearing demand deposits 15,036 20
Federal funds sold 30,000
--------------------------------------
Cash and cash equivalents 61,233 18,628
Interest-bearing deposits 249 247
Investment securities, available for sale 80,256 67,338
Loans held for sale 3,445 6,816
Loans, net of allowance for loan losses of $5,579 and $5,410 415,129 461,391
Premises and equipment 15,657 16,197
Federal Reserve and Federal Home Loan Bank stock 6,978 6,738
Interest receivable 2,982 3,209
Other assets 6,775 7,381
--------------------------------------

Total assets $592,704 $587,945
======================================

LIABILITIES
Deposits
Noninterest bearing $ 42,758 $ 43,353
Interest bearing 353,966 376,246
--------------------------------------
Total deposits 396,724 419,599
Short-term borrowings 17,857 22,344
Federal Home Loan Bank advances 125,093 105,293
Guaranteed preferred beneficial interests in Horizon Bancorp's subordinated
debentures 12,000
Interest payable 819 765
Other liabilities 4,521 5,001
--------------------------------------
Total liabilities 557,014 553,002
--------------------------------------

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 28,937 28,130
Accumulated other comprehensive income 370 430
Less treasury stock, at cost, 1,129,587 shares (15,463) (15,463)
--------------------------------------
Total stockholders' equity 35,690 34,943
--------------------------------------

Total liabilities and stockholders' equity $592,704 $587,945
======================================
</TABLE>


See notes to consolidated financial statements
HORIZON BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollar Amounts in Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
----------------------------------
2002 2001
- ----------------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
INTEREST INCOME
Loans receivable $ 8,262 $ 9,245
Investment securities:
Taxable 888 1,250
Tax exempt 126 6
----------------------------------
Total interest income 9,276 10,501
----------------------------------

INTEREST EXPENSE
Deposits 2,750 4,840
Federal funds purchased and short-term borrowings 16 121
Federal Home Loan Bank advances 1,244 1,051
Subordinated debentures 11
----------------------------------
Total interest expense 4,021 6,012
----------------------------------

NET INTEREST INCOME 5,255 4,489
Provision for loan losses 375 352
----------------------------------

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,880 4,137
----------------------------------

OTHER INCOME
Service charges on deposit accounts 661 511
Fiduciary activities 553 743
Commission income from insurance agency 176 254
Income from reinsurance company 20 27
Gain on sale of loans 525 498
Other income 297 266
----------------------------------
Total other income 2,232 2,299
----------------------------------

OTHER EXPENSES
Salaries and employee benefits 2,928 2,733
Net occupancy expenses 443 465
Data processing and equipment expenses 558 517
Other expenses 1,334 1,192
----------------------------------
Total other expenses 5,263 4,907
----------------------------------

INCOME BEFORE INCOME TAX AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING METHOD 1,849 1,529
Income tax expense 647 591
----------------------------------

INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING METHOD 1,202 938

CUMULATIVE EFFECT OF CHANGE IN METHOD OF ACCOUNTING FOR GOODWILL (97)
-----------------------------------

NET INCOME $ 1,105 $ 938
===================================

BASIC AND DILUTED EARNINGS PER SHARE BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
METHOD $ .61 $ .47


BASIC AND DILUTED PER SHARE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING METHOD (.05)
-----------------------------------

BASIC AND DILUTED EARNINGS PER SHARE $ .56 $ .47
===================================
</TABLE>

See notes to consolidated financial statements.
HORIZON BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Table Dollar Amounts in Thousands)

<TABLE>
<CAPTION>
ACCUMULATED
ADDITIONAL OTHER
COMMON PAID-IN COMPREHENSIVE RETAINED COMPREHENSIVE TREASURY
STOCK CAPITAL INCOME EARNINGS INCOME STOCK TOTAL
- -------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C>
BALANCES, DECEMBER 31, 2001 $1,038 $20,808 $ 28,130 $ 430 $(15,463) $34,943

Net income $1,105 1,105 1,105
Other comprehensive
income, net of tax,
unrealized gains on
securities (60) (60) (60)
--------------------

Comprehensive income $ 1,045
====================
Cash dividends ($.15 per
share) (298) (298)
------------------------- -------------------------------------------------------

BALANCES, MARCH 31, 2002 $ 1,038 $20,808 $ 28,937 $ 370 $(15,463) $35,690
========================= =======================================================
</TABLE>


See notes to consolidated financial statements.
HORIZON BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar Amounts in Thousands)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31
----------------------------------
2002 2001
- ----------------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,105 $ 938
Adjustments to reconcile net income to net cash provided by operating activities
Provision for loan losses 375 352
Depreciation and amortization 377 369
Goodwill impairment 160
Deferred income tax 576 (566)
Investment securities amortization, net 35 1
Gain on sale of loans (526) (498)
Proceeds from sales of loans 34,880 26,829
Loans originated for sale (31,434) (25,829)
Loss on sale of other real estate owned 3
Deferred loan fees 4 (21)
Unearned income (74) (35)
Net change in
Interest receivable 227 476
Interest payable 54 271
Other assets (44) 442
Other liabilities (480) 58
--------------------------
Net cash provided by operating activities 5,238 2,787
--------------------------

INVESTING ACTIVITIES
Net change in interest-bearing deposits (2) (4)
Purchases of securities available for sale (17,932)
Proceeds from maturities, calls, and principal repayments
of securities available for sale 4,830 7,814
Net change in loans 46,297 (5,564)
Recoveries on loans previously charged-off 186 46
Purchases of premises and equipment 88 (127)
Purchase of Federal Reserve and Federal Home Loan Bank stock (240)
--------------------------
Net cash provided by investing activities 33,227 2,165
--------------------------

FINANCING ACTIVITIES
Net change in
Deposits (22,875) 16,049
Short-term borrowings (4,487) (18,055)
Federal Home Loan Bank advance 49,800 60,000
Repayment of Federal Home Loan Bank advance (30,000) (75,000)
Proceeds from issuance of trust preferred securities 12,000
Dividends paid (298) (286)
Purchase of treasury stock (47)
--------------------------
Net cash provided (used) by financing activities 4,140 (17,339)
--------------------------

NET CHANGE IN CASH AND CASH EQUIVALENT 42,605 (12,387)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 18,628 35,051
--------------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 61,233 $ 22,664
==========================

ADDITIONAL CASH FLOWS INFORMATION
Interest paid $ 3,967 $ 5,741
Income tax paid 90
</TABLE>


See notes to consolidated financial statements.
HORIZON BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)


NOTE 1 -- ACCOUNTING POLICIES

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 Horizon Statutory
Trust 1 (Trust). All intercompany balances and transactions have been
eliminated. The results of operations for the period ended March 31, 2002 and
March 31, 2001 are not necessarily indicative of the operating results for the
full year of 2002 or 2001. 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 March 31, 2002 and its
results of operations and cash flows for the periods presented.

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.

The accompanying consolidated financial statements do not purport to contain all
the necessary financial disclosure required by generally accepted accounting
principles that might otherwise be necessary in the circumstances and should be
read in conjunction with the 2001 Horizon Bancorp consolidated financial
statements and related notes thereto included in its Annual Report for the year
ended December 31, 2001.

The Company formed a wholly owned subsidiary in 2002, Horizon Statutory Trust I,
for the purpose of participating in a Pooled Trust Preferred Program. See Note 7
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 method in the first
quarter of 2002.
HORIZON BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)


NOTE 2 -- INVESTMENT SECURITIES

<TABLE>
<CAPTION>
2002
----------------------------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
MARCH 31 COST GAINS LOSSES VALUE
- ----------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Available for sale
U. S. Treasury and federal agencies $ 17,564 $ 51 $ (16) $ 17,599
State and municipal 15,029 256 (437) 14,848
Federal agency collateralized mortgage
obligations 17,802 418 (42) 18,178
Federal agency mortgage backed pools
29,299 371 (39) 29,631
----------------------------------------------------------------------

Total investment securities $ 79,694 $ 1,096 $(534) $ 80,256
========================================================================
</TABLE>


<TABLE>
<CAPTION>
2001
------------------------------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
DECEMBER 31 COST GAINS LOSSES VALUE
- ----------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
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 17,150 468 (26) 17,592
obligations
Federal agency mortgage backed pools 13,812 310 (5) 14,117
------------------------------------------------------------------------

Total investment securities $66,628 $1,178 $(468) $67,338
========================================================================
</TABLE>
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 March 31,
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.

<TABLE>
<CAPTION>
AVAILABLE FOR SALE
-----------------------------------
AMORTIZED FAIR
VALUE
COST
- ----------------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
Within one year $ 2,038 $ 2,050
One to five years 8,606 8,754
Five to ten years 9,959 10,091
After ten years 11,990 11,553
-----------------------------------
32,593 32,448

Federal agency collateral mortgage obligations 17,802 18,177
Federal agency mortgage backed pools 29,299 29,631
-----------------------------------

$ 79,694 $80,256
===================================
</TABLE>

There were no sales of securities available for sale during the three months
ending March 31, 2002.



NOTE 3 -- LOANS

<TABLE>
<CAPTION>
MARCH 31, December 31,
2002 2001
- ----------------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
Commercial loans $102,465 $100,912
Mortgage warehouse loans 156,353 205,511
Real estate loans 82,639 80,571
Installment loans 79,251 79,807
------------------------------------

Total loans $420,708 $466,801
====================================
</TABLE>

NOTE 4 -- ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>
MARCH 31, December 31,
2002 2001
- ----------------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
Allowance for loan losses
Balances, beginning of period $5,410 $4,803
Provision for losses, operations 375 1,505
Recoveries on loans 186 683
Loans charged off (392) (1,581)
------------------------------------

Balances, end of period $5,579 $5,410
====================================
</TABLE>
HORIZON BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)


NOTE 5 -- NONPERFORMING ASSETS

<TABLE>
<CAPTION>
MARCH 31, December 31,
2002 2001
- ----------------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
Nonperforming loans $1,898 $1,900
Other real estate owned 840 538
------------------------------------

Total nonperforming assets $2,738 $2,438
====================================
</TABLE>

NOTE 6 -- GOODWILL

The changes in the carrying amount of goodwill for the three months ended March
31, 2002, were:

<TABLE>
<CAPTION>
2002
--------------------

<S> <C>
Balance as of January 1 $1,032
Impairment loss (160)
--------------------

Balance as of March 31, 2002 $ 872
====================
</TABLE>


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
months ended March 31, 2001, as follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31 2001
- ----------------------------------------------------------------------------------------------------------

<S> <C>
Reported net income $938
Add back: Goodwill amortization, net of tax 13
--------------------

Adjusted net income $951
====================
</TABLE>


NOTE 7 -- OTHER COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31 2002
- ----------------------------------------------------------------------------------------------------------

<S> <C>
Unrealized gains on securities:
Unrealized holding losses arising during the period $(149)
Less: reclassification adjustment for gains realized in net income 0
--------------------
Net unrealized gains (149)
Tax benefit 89
--------------------

Other comprehensive income $ (60)
====================
</TABLE>
HORIZON BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(TABLE DOLLAR AMOUNTS IN THOUSANDS


NOTE 8 -- TRUST PREFERRED CAPITAL SECURITIES

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 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 and, 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.
HORIZON BANCORP AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002


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
three months ended March 31, 2002, cash and cash equivalents increased by
approximately $43 million. The source of these funds was a result of a decrease
in loans outstanding and additional borrowings from the FHLB. Another source of
funds was the proceeds from the issuance of subordinated debentures, which
closed on the 26th of March. Approximately $36 million of the increase in cash
equivalents are committed to purchase additional investment securities which
will settle in April. In addition to liquidity provided from the normal
operating, funding, and investing activities of Horizon, at March 31, 2002, Bank
has available approximately $54 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, 2001 to March 31, 2002.

Capital Resources
- -----------------

The capital resources of Horizon and Bank exceed regulatory capital ratios for
"well capitalized" banks at March 31, 2002. Stockholders' equity totaled $35.690
million as of March 31, 2002 compared to $34.943 million as of December 31,
2001. The change in stockholders' equity during the three months ended March 31,
2002 is the result of net income, net of dividends declared, and a decrease in
the market value of investment securities available for sale. At March 31, 2002,
the ratio of stockholders' equity to assets was 6.02% compared to 5.94% at
December 31, 2001.

In April of 2002, Horizon registered 200,000 shares of stock for a newly adopted
dividend reinvestment and stock purchase plan that will become available to the
Company'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 the Company on its shares of common
stock into additional shares of common stock.

There have been no other material changes in Horizon's capital resources from
December 31, 2001 to March 31, 2002.
HORIZON BANCORP AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002


Material Changes in Financial Condition - March 31, 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 the first quarter of 2002, loans outstanding declined approximately $46
million. This decline occurred almost entirely in the mortgage warehouse area
and is primarily related to a general slow down in residential mortgage
refinance activity. Deposits declined approximately $23 million during the
quarter. This decline occurred primarily in public fund deposits, which were
abnormally high at December 31, 2001. Horizon, through a newly formed statutory
business trust, participated in a pooled offering of trust preferred securities,
raising an additional $12 million of long term debt. This debt will be
considered tier 1 equity by the regulatory agencies of the Bank. To cover the
cost of this long term debt, the Bank borrowed an additional $40 million, $10
million of which did not settle until April 2, 2002, and invested the entire
amount in additional investment securities, the majority of which do not settle
until April 2002. The entire transaction will generate an initial net interest
spread of approximately 1.35%. 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 March 31, 2002.


RESULTS OF OPERATIONS

Material Changes in Results of Operations - March 31, 2002 Compared to March 31,
- --------------------------------------------------------------------------------
2002
- ----

During the three months ended March 31, 2002, net income totaled $1.105 million
or $.56 per share compared to $938 thousand or $.47 per share for the same
period in 2001. Net income before the change in accounting method for goodwill
was $1.202 million or $.61 per share for the three months ended March 31, 2002.

Net interest income was $5.255 million for the three months ended March 31,
2002, compared to $4.489 million for the same period 2001.

The provision for loan losses totaled $375 thousand for the three months ended
March 31, 2002 compared to $352 thousand for the same period in 2001. The
allowance for loan losses to total loans is 1.33% at March 31, 2002 compared to
1.15% at December 31, 2001.

Total noninterest income was $2.232 million for the three months ended March 31,
2002 compared to $2.299 million for the same period in 2001. Income from
fiduciary activities declined due to a decline in market value of assets under
administration. Service charge income increased due to a new overdraft
protection product, offered to certain qualified deposit customers

Noninterest expense increased $356 thousand or 7.25% for the three months ended
March 31, 2002 compared to the same period in 2001. The increase relates to
commissions paid to mortgage loan originators and the accounting change related
to goodwill.

There have been no other material changes in the results of operations of
Horizon for three months ending March 31, 2002 and 2001.
HORIZON BANCORP AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002


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.
HORIZON BANCORP AND SUBSIDIARIES

PART II - OTHER INFORMATION
FOR THE THREE MONTHS ENDED MARCH 31, 2002


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. No reports on Form 8-K were filed during the three months ended March
31, 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




5/9/02 /s/ Craig M. Dwight
- ---------------------- -------------------------------------------
Date: BY: Craig M. Dwight
President and Chief Executive Officer


5/9/02 /s/ James H. Foglesong
- ---------------------- -------------------------------------------
Date: BY: James H. Foglesong
Chief Financial Officer