Edgar Filing: HORIZON BANCORP INC /IN/

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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

Commission file number 0-10792

HORIZON BANCORP, INC.

(Exact name of registrant as specified in its charter)


Indiana		35-1562417
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

515 Franklin Street, Michigan City, Indiana		46360
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (219) 879-0211

Former name, former address and former fiscal year, if changed since last report: N/A

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 38,367,890 shares of Common Stock, no par value, at November 8, 2018.

HORIZON BANCORP, INC.

FORM 10-Q

INDEX


PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Income	4

	Condensed Consolidated Statements of Comprehensive Income	5

	Condensed Consolidated Statement of Stockholders’ Equity	6

	Condensed Consolidated Statements of Cash Flows	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	63

Item 4.	Controls and Procedures	63

PART II. OTHER INFORMATION		64

Item 1.	Legal Proceedings	64

Item 1A.	Risk Factors	64

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64

Item 3.	Defaults Upon Senior Securities	64

Item 4.	Mine Safety Disclosures	64

Item 5.	Other Information	64

Item 6.	Exhibits	65

Index to Exhibits		65

Signatures		66

PART 1 — FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

HORIZON BANCORP, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Dollar Amounts in Thousands)


	September 30 2018			December 31 2017
	(Unaudited)
Assets
Cash and due from banks	$	69,697		$	76,441
Investment securities, available for sale		542,305			509,665
Investment securities, held to maturity (fair value of $219,158 and $201,085)		223,848			200,448
Loans held for sale		1,980			3,094
Loans, net of allowance for loan losses of $17,798 and $16,394		2,939,588			2,815,601
Premises and equipment, net		75,348			75,529
Federal Home Loan Bank stock		18,073			18,105
Goodwill		119,880			119,880
Other intangible assets		10,875			12,402
Interest receivable		13,999			16,244
Cash value of life insurance		87,530			75,931
Other assets		47,438			40,963

Total assets	$	4,150,561		$	3,964,303

Liabilities
Deposits
Non-interest bearing	$	621,475		$	601,805
Interest bearing		2,507,079			2,279,198

Total deposits		3,128,554			2,881,003
Borrowings		477,719			564,157
Subordinated debentures		37,791			37,653
Interest payable		1,688			886
Other liabilities		27,215			23,526

Total liabilities		3,672,967			3,507,225

Commitments and contingent liabilities
Stockholders’ Equity
Preferred stock, Authorized, 1,000,000 shares, Issued 0 shares		—			—
Common stock, no par value, Authorized 99,000,000 shares (Restated—See Note 1)
Issued 38,392,959 and 38,323,604 shares (Restated—See Note 1), Outstanding 38,367,890 and 38,294,729 shares (Restated—See Note 1)		—			—
Additional paid-in capital		275,804			275,059
Retained earnings		214,753			185,570
Accumulated other comprehensive loss		(12,963	)		(3,551	)

Total stockholders’ equity		477,594			457,078

Total liabilities and stockholders’ equity	$	4,150,561		$	3,964,303

See notes to condensed consolidated financial statements

HORIZON BANCORP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(Unaudited)

(Dollar Amounts in Thousands, Except Per Share Data)


	Three Months Ended					Nine Months Ended
	September 30					September 30
	2018			2017		2018			2017
Interest Income
Loans receivable	$	37,522		$	28,113	$	108,961		$	79,699
Investment securities
Taxable		2,739			2,167		7,732			6,817
Tax exempt		2,010			1,790		5,745			5,193

Total interest income		42,271			32,070		122,438			91,709

Interest Expense
Deposits		5,023			1,841		11,814			5,315
Borrowed funds		2,876			1,753		8,127			4,028
Subordinated debentures		600			597		1,764			1,721

Total interest expense		8,499			4,191		21,705			11,064

Net Interest Income		33,772			27,879		100,733			80,645
Provision for loan losses		1,176			710		2,378			1,370

Net Interest Income after Provision for Loan Losses		32,596			27,169		98,355			79,275

Non-interest Income
Service charges on deposit accounts		2,009			1,672		5,804			4,638
Wire transfer fees		160			175		490			503
Interchange fees		1,410			1,251		4,293			3,809
Fiduciary activities		1,855			1,887		5,598			5,752
Gains on sale of investment securities (includes $(122) and $6 for the three months ended September 30, 2018 and 2017, respectively, and $(111) and $38 for the nine months ended September 30, 2018 and 2017, respectively, related to accumulated other comprehensive earnings reclassifications)		(122	)		6		(111	)		38
Gain on sale of mortgage loans		1,839			1,950		5,158			5,918
Mortgage servicing income net of impairment		563			369		1,423			1,175
Increase in cash value of bank owned life insurance		503			474		1,380			1,346
Death benefit on bank owned life insurance		—			—		154			—
Other income		469			237		1,747			613

Total non-interest income		8,686			8,021		25,936			23,792

Non-interest Expense
Salaries and employee benefits		14,343			12,911		42,525			37,086
Net occupancy expenses		2,495			2,400		7,981			7,048
Data processing		1,759			1,502		5,062			4,311
Professional fees		437			649		1,314			1,797
Outside services and consultants		1,204			2,504		3,735			4,991
Loan expense		1,722			1,215		4,504			3,572
FDIC insurance expense		396			270		1,051			776
Other losses		161			58		576			186
Other expense		3,103			3,004		9,651			8,755

Total non-interest expense		25,620			24,513		76,399			68,522

Income Before Income Taxes		15,662			10,677		47,892			34,545
Income tax expense (includes $(25) and $2 for the three months ended September 30, 2018 and 2017, respectively, and $(23) and $13 for the nine months ended September 30, 2018 and 2017, respectively, related to income tax expense from reclassification items)		2,597			2,506		7,908			9,078

Net Income	$	13,065		$	8,171	$	39,984		$	25,467

Basic Earnings Per Share (Restated - See Note 1)	$	0.34		$	0.24	$	1.04		$	0.76
Diluted Earnings Per Share (Restated - See Note 1)		0.34			0.24		1.04			0.75

See notes to condensed consolidated financial statements

HORIZON BANCORP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Dollar Amounts in Thousands)


	Three Months Ended						Nine Months Ended
	September 30						September 30
	2018			2017			2018			2017
Net Income	$	13,065		$	8,171		$	39,984		$	25,467

Other Comprehensive Income (Loss)
Change in fair value of derivative instruments:
Change in fair value of derivative instruments for the period		639			297			1,752			743
Income tax effect		(134	)		(104	)		(368	)		(260	)

Changes from derivative instruments		505			193			1,384			483

Change in securities:
Unrealized appreciation (depreciation) for the period on AFS securities		(3,712	)		(791	)		(12,655	)		5,444
Amortization from transfer of securities from available for sale to held to maturity securities		(55	)		(54	)		(153	)		(200	)
Reclassification adjustment for securities (gains) losses realized in income		122			(6	)		111			(38	)
Income tax effect		764			297			2,667			(1,822	)

Unrealized gains (losses) on securities		(2,881	)		(554	)		(10,030	)		3,384

Other Comprehensive Income (Loss), Net of Tax		(2,376	)		(361	)		(8,646	)		3,867

Comprehensive Income	$	10,689		$	7,810		$	31,338		$	29,334

See notes to condensed consolidated financial statements

HORIZON BANCORP, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

(Dollar Amounts in Thousands, Except Per Share Data)


	Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balances, January 1, 2018	$	—	$	—	$	275,059	$	185,570		$	(3,551	)	$	457,078
Net income		—		—		—		39,984			—			39,984
Other comprehensive loss, net of tax		—		—		—		—			(8,646	)		(8,646	)
Amortization of unearned compensation		—		—		45		—			—			45
Exercise of stock options		—		—		493		—			—			493
Stock option expense		—		—		207		—			—			207
Reclassification of tax adjustment on accumulated other comprehensive loss		—		—		—		766			(766	)		—
Cash dividends on common stock ($0.30 per share)		—		—		—		(11,567	)		—			(11,567	)

Balances, September 30, 2018	$	—	$	—	$	275,804	$	214,753		$	(12,963	)	$	477,594

See notes to condensed consolidated financial statements

HORIZON BANCORP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Dollar Amounts in Thousands)


	Nine Months Ended
	September 30
	2018			2017
Operating Activities
Net income	$	39,984		$	25,467
Items not requiring (providing) cash
Provision for loan losses		2,378			1,370
Depreciation and amortization		5,045			4,303
Share based compensation		207			238
Mortgage servicing rights, net impairment		26			75
Premium amortization on securities, net		4,436			4,476
Gain on sale of investment securities		111			(38	)
Gain on sale of mortgage loans		(5,158	)		(5,918	)
Proceeds from sales of loans		157,353			174,271
Loans originated for sale		(146,088	)		(163,882	)
Change in cash value life insurance		(1,380	)		(1,346	)
Death benefit on bank owned life insurance		154			—
(Gain)/loss on sale of other real estate owned		(167	)		12
Net change in:
Interest receivable		2,245			(1,811	)
Interest payable		802			180
Other assets		(4,858	)		2,215
Other liabilities		9,549			(2,335	)

Net cash provided by operating activities		64,639			37,277

Investing Activities
Purchases of securities available for sale		(130,207	)		(127,752	)
Proceeds from sales, maturities, calls and principal repayments of securities available for sale		79,188			67,416
Purchases of securities held to maturity		(28,374	)		(20,152	)
Proceeds from maturities of securities held to maturity		6,109			4,883
Change in Federal Reserve and FHLB stock		32			8,987
Net change in loans		(137,864	)		(154,038	)
Proceeds on the sale of OREO and repossessed assets		3,298			2,125
Change in premises and equipment, net		(3,292	)		(2,667	)
Purchases of bank owned life insurance		(10,450	)		—
Net cash received in acquisition of branch		—			11,000
Net cash received in acquisition, Lafayette		—			20,425

Net cash used in investing activities		(221,560	)		(189,773	)

Financing Activities
Net change in:
Deposits		247,551			(28,860	)
Borrowings		(86,300	)		190,814
Proceeds from issuance of stock		493			616
Dividends paid on common stock		(11,567	)		(8,244	)

Net cash provided by financing activities		150,177			154,326

Net Change in Cash and Cash Equivalents		(6,744	)		1,830
Cash and Cash Equivalents, Beginning of Period		76,441			70,832

Cash and Cash Equivalents, End of Period	$	69,697		$	72,662

Additional Supplemental Information
Interest paid	$	20,903		$	10,836
Income taxes paid		6,661			10,350
Transfer of loans to other real estate		2,398			1,717
Acquisition of LaPorte, measurement period adjustments		—			704

See notes to condensed consolidated financial statements

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

Note 1 – Accounting Policies

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”). Horizon Bank (formerly known as “Horizon Bank, N.A.”) was a national association until its conversion to an Indiana commercial bank effective June 23, 2017. All inter-company balances and transactions have been eliminated. The results of operations for the periods ended September 30, 2018 and September 30, 2017 are not necessarily indicative of the operating results for the full year of 2018 or 2017. 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 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 2017 filed with the Securities and Exchange Commission on February 28, 2018. The condensed consolidated balance sheet of Horizon as of December 31, 2017 has been derived from the audited balance sheet as of that date.

On May 15, 2018, the Board of Directors of the Company approved a three-for-two stock split of the Company’s authorized common stock, no par value. All share and per share amounts in the condensed consolidated financial statements and notes thereto have been retroactively adjusted, where necessary, to reflect this three-for-two stock split. The effect of the three-for-two stock split on the outstanding common shares is that shareholders of record as of the close of business on May 31, 2018, the record date, received an additional half share for each share of common stock held, with shareholders receiving cash in lieu of any fractional shares. The additional shares issued in the stock split were payable and issued on June 15, 2018, and the common shares began trading on a split-adjusted basis on June 19, 2018.

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
	2018		2017		2018		2017
Basic earnings per share
Net income	$	13,065	$	8,171	$	39,984	$	25,467
Weighted average common shares outstanding⁽¹⁾		38,365,379		33,870,240		38,340,012		33,489,681
Basic earnings per share	$	0.34	$	0.24	$	1.04	$	0.76

Diluted earnings per share
Net income available to common shareholders	$	13,065	$	8,171	$	39,984	$	25,467
Weighted average common shares outstanding⁽¹⁾		38,365,379		33,870,240		38,340,012		33,489,681
Effect of dilutive securities:
Restricted stock		47,603		55,123		43,926		50,686
Stock options		121,988		147,546		119,465		143,329

Weighted average common shares outstanding		38,534,970		34,072,909		38,503,403		33,683,696
	$	0.34	$	0.24	$	1.04	$	0.75

⁽¹⁾	Adjusted for 3:2 stock split on June 15, 2018

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

There were no shares for the three and nine months ended September 30, 2018 and 2017, respectively, which were 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, 2017 Annual Report on Form 10-K.

Adoption of New Accounting Standards

Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

The FASB has issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this ASU allow a reclassification from accumulated other comprehensive income (AOCI) to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The amendments in this ASU also require certain disclosures about stranded tax effects. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this ASU is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this ASU should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company early adopted ASU 2018-02 on January 1, 2018 through a $766,000 cumulative-effect adjustment from AOCI to increase retained earnings related to unrealized gains and losses on available for sale securities and derivative instruments.

FASB ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities

The FASB has issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance is intended to improve the recognition and measurement of financial instruments. The ASU affects public and private companies, not-for-profit organizations, and employee benefit plans that hold financial assets or owe financial liabilities.

The new guidance makes targeted improvements to existing U.S. GAAP by:

•

Requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income;

•

Requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes;

•

Requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements;

•

Eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities;

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

•

Eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and

•

Requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.

The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The new guidance permits early adoption of the own credit provision. In addition, the new guidance permits early adoption of the provision that exempts private companies and not-for-profit organizations from having to disclose fair value information about financial instruments measured at amortized cost. The Company adopted ASU 2016-01 on January 1, 2018, and it did not have a material effect on its accounting for equity investments, fair value disclosures and other disclosure requirements.

FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606)

The FASB has issued ASU No. 2014-09 creating, Revenue from Contracts with Customers (Topic 606). The guidance in this update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides steps to follow to achieve the core principle. An entity should disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. The Company adopted ASU 2014-09 on January 1, 2018 and did not identify any significant changes in the timing of revenue recognition when considering the amended accounting guidance. Additional disclosures related to revenue recognition appear in “Note 1 – Accounting Policies.”

In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The amendments do not change the core revenue recognition principle in Topic 606. The amendments provide clarifying guidance in certain narrow areas and some practical expedients.

In December 2016, the FASB issued ASU No. 2016-20, Revenue from Contracts with Customers (Topic 606): Technical Corrections and Improvements. The FASB board decided to issue a separate update for technical corrections and improvements to Topic 606 and other Topics amended by ASU No. 2014-09 to increase awareness of the proposals and to expedite improvements to ASU No. 2014-09. The amendment affects narrow aspects of the guidance issued in ASU No. 2014-09.

Revenue Recognition

Accounting Standards Codification 606, “Revenue from Contracts with Customers” (ASC 606) provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance enumerates five steps that entities should follow in achieving this core principle. Revenue generated from financial instruments, including loans and investment securities, are not included in the scope of ASC 606. The adoption of ASC 606 did not result in a change to the accounting for any of the Company’s revenue streams that are within the scope of the amendments. Revenue-generating activities that are within the scope of ASC 606 and that are presented as non-interest income in the Company’s consolidated statements of income include:

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

•

Service charges and fees on deposit accounts – these include general service fees charged for deposit account maintenance and activity and transaction-based fees charged for certain services, such as debit card, wire transfer or overdraft activities. Revenue is recognized when the performance obligation is completed, which is generally after a transaction is completed or monthly for account maintenance services.

•

Fiduciary activities – this includes periodic fees due from trust and wealth management customers for managing the customers’ financial assets. Fees are charged based on a standard agreement and are recognized as they are earned.

Reclassifications

Certain reclassifications have been made to the 2017 condensed consolidated financial statements to be comparable to 2018. These reclassifications had no effect on net income.

Note 2 – Acquisitions

Wolverine Bancorp, Inc.

On October 17, 2017, Horizon completed the acquisition of Wolverine Bancorp, Inc., a Maryland corporation (“Wolverine”) and Horizon Bank’s acquisition of Wolverine Bank, a federally chartered savings bank and wholly-owned subsidiary of Wolverine, through mergers effective October 17, 2017. Under the terms of the Merger Agreement, shareholders of Wolverine received 1.5228 shares of Horizon common stock and $14.00 in cash for each outstanding share of Wolverine common stock. Wolverine shares outstanding at the closing to be exchanged were 2,129,331, and the shares of Horizon common stock issued to Wolverine shareholders totaled 3,241,045. Based upon the October 16, 2017 closing price of $19.37 per share of Horizon common stock immediately prior to the effectiveness of the merger, less the consideration used to pay off Wolverine Bancorp’s ESOP loan receivable, the transaction has an implied valuation of approximately $93.8 million. The Company incurred approximately $1.9 million in costs related to the acquisition. These expenses are classified in the non-interest expense section of the income statement and are primarily located in the salaries and employee benefits, professional services and other expense line items. As a result of the acquisition, the Company was able to increase its deposit base and reduce transaction costs. The Company also expects to reduce costs through economies of scale.

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition. Based on preliminary valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on estimates and assumptions that are subject to change, the final purchase price for the Wolverine acquisition is allocated as follows:


Assets			Liabilities
Cash and due from banks	$	44,450	Deposits
			Non-interest bearing	$	25,221
Loans			NOW accounts		8,026
Commercial		276,167	Savings and money market		129,044
Residential mortgage		30,603	Certificates of deposit		94,688

Consumer		3,897	Total deposits		256,979

Total loans		310,667
Premises and equipment, net		2,941	Borrowings		36,970
FRB and FHLB stock		2,700	Interest payable		214
Goodwill		26,827	Other liabilities		6,154
Core deposit intangible		2,024
Interest receivable		584
Other assets		3,897

Total assets purchased	$	394,090	Total liabilities assumed	$	300,317

Common shares issued	$	62,111
Cash paid		31,662

Total estimated purchase price	$	93,773

Of the total purchase price of $93.8 million, $2.0 million has been allocated to core deposit intangible. Additionally, $26.8 million has been allocated to goodwill and none of the purchase price is deductible. The core deposit intangible is being amortized over 10 years on a straight line basis.

The Company acquired various loans in the acquisition that had evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected.

Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as past-due and non-accrual status, borrower credit scores and recent loan-to-value percentages. Purchased credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality (ASC 310-30) and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans is not carried over and recorded at the acquisition date. Management estimated the cash flows expected to be collected at acquisition using our internal risk models, which incorporate the estimate of current assumptions, such as default rates, severity and prepayment speeds.

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

The following table details the acquired loans that are accounted for in accordance with ASC 310-30 as of October 17, 2017.


Contractually required principal and interest at acquisition	$	21,912
Contractual cash flows not expected to be collected (nonaccretable differences)		1,832

Expected cash flows at acquisition		20,080
Interest component of expected cash flows (accretable discount)		2,267

Fair value of acquired loans accounted for under ASC 310-30	$	17,813

Final estimates of certain loans, those for which specific credit-related deterioration, since origination, are recorded at fair value, reflecting the present value of the amounts expected to be collected. Income recognition of these loans is based on reasonable expectation about the timing and amount of cash flows to be collected.

Lafayette Community Bancorp

On September 1, 2017, Horizon completed the acquisition of Lafayette Community Bancorp, an Indiana corporation (“Lafayette”) and Horizon Bank’s acquisition of Lafayette Community Bank, a state-chartered bank and wholly-owned subsidiary of Lafayette, through mergers effective September 1, 2017. Under the terms of the Merger Agreement, shareholders of Lafayette received 0.8817 shares of Horizon common stock and $1.73 in cash for each outstanding share of Lafayette common stock. Lafayette shareholders owning fewer than 100 shares of common stock received $17.25 in cash for each common share. Lafayette shares outstanding at the closing to be exchanged were 1,856,679, and the shares of Horizon common stock issued to Lafayette shareholders totaled 1,636,888. Based upon the August 31, 2017 closing price of $17.45 per share of Horizon common stock immediately prior to the effectiveness of the merger, the transaction has an implied valuation of approximately $34.5 million. The Company incurred approximately $1.7 million in costs related to the acquisition. These expenses are classified in the non-interest expense section of the income statement and are primarily located in the salaries and employee benefits, professional services and other expense line items. As a result of the acquisition, the Company was able to increase its deposit base and reduce transaction costs. The Company also expects to reduce costs through economies of scale.

Horizon held 5% ownership in Lafayette immediately preceding the merger date. In accordance with ASC 805-10 – Business Combinations, Horizon was required to remeasure the equity interest in Lafayette’s common stock and recognize the resulting gain or loss, if any, in earnings. Since Lafayette was traded in the OTC market, the remeasurement was based on the closing price of Lafayette’s common stock immediately prior to the acquisition announcement and immediately prior to Horizon taking control of Lafayette. This remeasurement resulted in a gain of $530,000 which was recorded during the fourth quarter of 2017.

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition. Based on preliminary valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on assumptions that are subject to change, the purchase price for the Lafayette acquisition is detailed in the following table.


Assets				Liabilities
Cash and due from banks	$	24,846		Deposits
Investment securities, available for sale		6		Non-interest bearing	$	34,990
				NOW accounts	30,174
Loans				Savings and money market		53,663
Commercial		116,258		Certificates of deposit		32,520

Residential mortgage		12,761		Total deposits		151,347
Consumer		5,280

Total loans		134,299
Premises and equipment, net		7,818		Interest payable		42
FHLB stock		395		Other liabilities		990
Goodwill		15,408
Core deposit intangible		2,085
Interest receivable		338
Other assets		1,649

Total assets purchased	$	186,844		Total liabilities assumed	$	152,379

Common shares issued	$	30,044	⁽¹⁾
Cash paid		4,421

Total estimated purchase price	$	34,465

⁽¹⁾	This includes $955,000 of common shares previously held by Horizon.

Of the total estimated purchase price of $34.5 million, $2.1 million has been allocated to core deposit intangible. Additionally, $15.4 million has been allocated to goodwill and none of the purchase price is deductible. The core deposit intangible will be amortized over 10 years on a straight-line basis.

Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as past-due and non-accrual status, borrower credit scores and recent loan-to-value percentages. Purchased credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality (ASC 310-30) and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans is not carried over and recorded at the acquisition date. Management estimated the cash flows expected to be collected at acquisition using our internal risk models, which incorporate the estimate of current key assumptions, such as default rates, severity and prepayment speeds.

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

The following table details an estimate of the acquired loans that are accounted for in accordance with ASC 310-30 as of September 1, 2017.


Contractually required principal and interest at acquisition	$	6,128
Contractual cash flows not expected to be collected (nonaccretable differences)		1,326

Expected cash flows at acquisition		4,802
Interest component of expected cash flows (accretable discount)		933

Fair value of acquired loans accounted for under ASC 310-30	$	3,869

Bargersville Branch Purchase

On February 3, 2017, Horizon completed the purchase and assumption of certain assets and liabilities of a single branch of First Farmers Bank & Trust Company, in Bargersville, Indiana. Net cash of $11.0 million was received in the transaction, representing the deposit balances assumed at closing, net of amounts paid for loans acquired in the transaction of $3.4 million and a 3.0% premium on deposits. Customer deposit balances were recorded at $14.8 million and a core deposit intangible of $452,000 was recorded in the transaction, which will be amortized over 10 years on a straight line basis. There was no goodwill generated in the transaction.

The results of operations of Wolverine and Lafayette have been included in the Company’s consolidated financial statements since the acquisition dates. The following schedule includes pro-forma results for the three and nine months ended September 30, 2017 as if the Wolverine and Lafayette acquisitions had occurred as of the beginning of the comparable prior reporting period, which was January 1, 2016.


	Three Months Ended			Nine Months Ended
	September 30			September 30
	2017			2017
Summary of Operations:
Net Interest Income	$	32,038		$	62,164
Provision for Loan Losses		(1,090	)		(1,337	)

Net Interest Income after Provision for Loan Losses		33,128			63,501
Non-interest Income		8,662			16,565
Non-interest Expense		26,714			51,398

Income before Income Taxes		15,076			28,668
Income Tax Expense		4,549			8,412

Net Income		10,527			20,256

Net Income Available to Common Shareholders	$	10,527		$	20,256

Basic Earnings per Share	$	0.32		$	0.61
Diluted Earnings per Share	$	0.31		$	0.60

The pro-forma information includes adjustments for interest income on loans, amortization of intangibles arising from the transaction, interest expense on deposits acquired, premises expense for the banking centers acquired and the related income tax effects.

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

The pro-forma financial information is presented for information purposes only and is not indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future results.

Note 3 – Securities

The fair value of securities is as follows:


	September 30, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale
U.S. Treasury and federal agencies	$	17,036	$	—	$	(464	)	$	16,572
State and municipal		159,812		57		(3,194	)		156,675
Federal agency collateralized mortgage obligations		178,069		—		(5,398	)		172,671
Federal agency mortgage-backed pools		193,461		16		(7,502	)		185,975
Corporate notes		10,408		103		(99	)		10,412

Total available for sale investment securities	$	558,786	$	176	$	(16,657	)	$	542,305

Held to maturity
State and municipal	$	204,619	$	1,062	$	(5,257	)	$	200,424
Federal agency collateralized mortgage obligations		5,262		3		(182	)		5,083
Federal agency mortgage-backed pools		13,967		27		(343	)		13,651

Total held to maturity investment securities	$	223,848	$	1,092	$	(5,782	)	$	219,158


	December 31, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale
U.S. Treasury and federal agencies	$	19,277	$	—	$	(225	)	$	19,052
State and municipal		148,045		2,189		(670	)		149,564
Federal agency collateralized mortgage obligations		132,871		45		(2,551	)		130,365
Federal agency mortgage-backed pools		211,487		155		(2,985	)		208,657
Private labeled mortgage-backed pools		1,650		—		(8	)		1,642
Corporate notes		272		113		—			385

Total available for sale investment securities	$	513,602	$	2,502	$	(6,439)		$	509,665

Held to maturity
State and municipal	$	179,836	$	3,493	$	(2,932	)	$	180,397
Federal agency collateralized mortgage obligations		5,734		17		(69	)		5,682
Federal agency mortgage-backed pools		14,878		216		(88	)		15,006

Total held to maturity investment securities	$	200,448	$	3,726	$	(3,089	)	$	201,085

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information, and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary. While these securities are held in the available for sale portfolio and held-to-maturity, Horizon intends, and has the ability, to hold them until the earlier of a recovery in fair value or maturity.

Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified. At September 30, 2018, no individual investment security had an unrealized loss that was determined to be other-than-temporary.

The unrealized losses on the Company’s investments in securities of state and municipal governmental agencies, U.S. Treasury and federal agencies, federal agency collateralized mortgage obligations, and federal agency mortgage-backed pools were caused by interest rate volatility and not a decline in credit quality. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. The Company expects to recover the amortized cost basis over the term of the securities. Because the Company does not intend to sell the investments and it is not likely that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be at maturity, the Company did not consider those investments to be other-than-temporarily impaired at September 30, 2018.

The amortized cost and fair value of securities available for sale and held to maturity at September 30, 2018 and December 31, 2017, 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.


	September 30, 2018				December 31, 2017
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Available for sale
Within one year	$	19,958	$	19,861	$	13,347	$	13,326
One to five years		34,822		34,019		40,468		40,193
Five to ten years		96,035		94,103		50,473		51,156
After ten years		36,441		35,676		63,306		64,326

		187,256		183,659		167,594		169,001
Federal agency collateralized mortgage obligations		178,069		172,671		132,871		130,365
Federal agency mortgage-backed pools		193,461		185,975		211,487		208,657
Private labeled mortgage-backed pools		—		—		1,650		1,642

Total available for sale investment securities	$	558,786	$	542,305	$	513,602	$	509,665

Held to maturity
Within one year	$	5,646	$	5,628	$	1,948	$	1,934
One to five years		48,383		48,788		40,603		41,531
Five to ten years		102,816		101,199		89,801		91,249
After ten years		47,774		44,809		47,484		45,683

		204,619		200,424		179,836		180,397
Federal agency collateralized mortgage obligations		5,262		5,083		5,734		5,682
Federal agency mortgage-backed pools		13,967		13,651		14,878		15,006

Total held to maturity investment securities	$	223,848	$	219,158	$	200,448	$	201,085

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

The following table shows the gross unrealized losses and the fair value of the Company’s investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.


	September 30, 2018
	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Investment Securities
U.S. Treasury and federal agencies	$	7,763	$	(137	)	$	8,809	$	(327	)	$	16,572	$	(464	)
State and municipal		215,439		(3,691	)		56,725		(4,760	)		272,164		(8,451	)
Federal agency collateralized mortgage obligations		72,495		(830	)		102,498		(4,750	)		174,993		(5,580	)
Federal agency mortgage-backed pools		48,696		(1,270	)		145,787		(6,575	)		194,483		(7,845	)
Corporate notes		8,124		(99)			—		—			8,124		(99	)

Total temporarily impaired securities	$	352,517	$	(6,027	)	$	313,819	$	(16,412	)	$	666,336	$	(22,439	)


	December 31, 2017
	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Investment Securities
U.S. Treasury and federal agencies	$	15,882	$	(180	)	$	2,870	$	(45	)	$	18,752	$	(225	)
State and municipal		54,312		(2,758	)		30,691		(844	)		85,003		(3,602	)
Federal agency collateralized mortgage obligations		54,006		(589	)		73,462		(2,031	)		127,468		(2,620	)
Federal agency mortgage-backed pools		103,926		(1,019	)		86,846		(2,054	)		190,772		(3,073	)
Private labeled mortgage-backed pools		1,642		(8	)		—		—			1,642		(8	)

Total temporarily impaired securities	$	229,768	$	(4,554	)	$	193,869	$	(4,974	)	$	423,637	$	(9,528	)

Information regarding security proceeds, gross gains and gross losses are presented below.


	Three Months Ended					Nine Months Ended
	September 30					September 30
	2018			2017		2018			2017
Sales of securities available for sale
Proceeds	$	7,485		$	387	$	17,321		$	5,490
Gross gains		—			6		37			151
Gross losses		(122	)		—		(148	)		(113	)

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

Note 4 – Loans


	September 30			December 31
	2018			2017
Commercial
Working capital and equipment	$	764,422		$	720,477
Real estate, including agriculture		850,364			880,861
Tax exempt		46,171			36,324
Other		37,625			32,066

Total		1,698,582			1,669,728
Real estate 1-4 family		643,396			599,217
Other		7,854			7,543

Total		651,250			606,760
Consumer
Auto		316,925			244,003
Recreation		13,339			8,728
Real estate/home improvement		39,104			37,052
Home equity		161,398			165,240
Unsecured		4,017			3,479
Other		1,349			2,497

Total		536,132			460,999
Mortgage warehouse		71,422			94,508

Total loans		2,957,386			2,831,995
Allowance for loan losses		(17,798	)		(16,394	)

Loans, net	$	2,939,588		$	2,815,601

Commercial

Commercial loans are primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected, and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves larger loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets, the general economy or fluctuations in interest rates. The properties securing the Company’s commercial real estate portfolio are diverse in terms of property type, and are monitored for concentrations of credit. Management monitors and evaluates commercial real estate loans based on collateral, cash flow and risk grade criteria. As a general rule, the Company avoids financing single purpose projects unless other underwriting factors are present to help mitigate risk. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans.

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

Real Estate and Consumer

With respect to residential loans that are secured by 1-4 family residences and are generally owner occupied, the Company generally establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded. Home equity loans are typically secured by a subordinate interest in 1-4 family residences, and consumer loans are secured by consumer assets such as automobiles or recreational vehicles. Some consumer loans are unsecured such as small installment loans and certain lines of credit. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Repayment can also be impacted by changes in property values on residential properties. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

Mortgage Warehousing

Horizon’s mortgage warehouse lending has specific mortgage companies as customers of Horizon Bank. Individual mortgage loans originated by these mortgage companies are funded as a secured borrowing with a pledge of collateral under Horizon’s agreement with the mortgage company. Each mortgage loan funded by Horizon undergoes an underwriting review by Horizon to the end investor guidelines and is assigned to Horizon until the loan is sold to the secondary market by the mortgage company. In addition, Horizon takes possession of each original note and forwards such note to the end investor once the mortgage company has sold the loan. At the time a loan is transferred to the secondary market, the mortgage company reacquires the loan under its option within the agreement. Due to the reacquire feature contained in the agreement, the transaction does not qualify as a sale and therefore is accounted for as a secured borrowing with a pledge of collateral pursuant to the agreement with the mortgage company. When the individual loan is sold to the end investor by the mortgage company, the proceeds from the sale of the loan are received by Horizon and used to pay off the loan balance with Horizon along with any accrued interest and any related fees. The remaining balance from the sale is forwarded to the mortgage company. These individual loans typically are sold by the mortgage company within 30 days and are seldom held more than 90 days. Interest income is accrued during this period and collected at the time each loan is sold. Fee income for each loan sold is collected when the loan is sold, and no costs are deferred due to the term between each loan funding and related payoff, which is typically less than 30 days.

Based on the agreements with each mortgage company, at any time a mortgage company can reacquire from Horizon its outstanding loan balance on an individual mortgage and regain possession of the original note. Horizon also has the option to request that the mortgage company reacquire an individual mortgage. Should this occur, Horizon would return the original note and reassign the assignment of the mortgage to the mortgage company. Also, in the event that the end investor would not be able to honor the purchase commitment and the mortgage company would not be able to reacquire its loan on an individual mortgage, Horizon would be able to exercise its rights under the agreement.

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

The following table shows the recorded investment of individual loan categories.


	September 30, 2018
	Loan Balance			Interest Due		Deferred Costs/(Fees)			Recorded Investment
Owner occupied real estate	$	583,261		$	1,690	$	(1,693	)	$	583,258
Non-owner occupied real estate		704,284			1,091		(2,128	)		703,247
Residential spec homes		7,254			16		(2	)		7,268
Development & spec land		43,889			127		(27	)		43,989
Commercial and industrial		364,151			2,919		(407	)		366,663

Total commercial		1,702,839			5,843		(4,257	)		1,704,425
Residential mortgage		630,955			1,995		(2,099	)		630,851
Residential construction		22,394			41		—			22,435
Mortgage warehouse		71,422			480		—			71,902

Total real estate		724,771			2,516		(2,099	)		725,188
Direct installment		37,895			107		586			38,588
Indirect installment		303,579			696		—			304,275
Home equity		192,397			931		1,675			195,003

Total consumer		533,871			1,734		2,261			537,866

Total loans		2,961,481			10,093		(4,095	)		2,967,479
Allowance for loan losses		(17,798	)		—		—			(17,798	)

Net loans	$	2,943,683		$	10,093	$	(4,095	)	$	2,949,681


	December 31, 2017
	Loan Balance			Interest Due		Deferred Costs/(Fees)			Recorded Investment
Owner occupied real estate	$	575,816		$	1,511	$	(1,917	)	$	575,410
Non-owner occupied real estate		683,901			1,138		(2,478	)		682,561
Residential spec homes		16,591			63		(80	)		16,574
Development & spec land		49,996			117		(579	)		49,534
Commercial and industrial		349,085			2,572		(607	)		351,050

Total commercial		1,675,389			5,401		(5,661	)		1,675,129
Residential mortgage		593,108			1,776		(2,375	)		592,509
Residential construction		16,027			39		—			16,066
Mortgage warehouse		94,508			480		—			94,988

Total real estate		703,643			2,295		(2,375	)		703,563
Direct installment		36,737			113		552			37,402
Indirect installment		227,659			528		(168	)		228,019
Home equity		194,860			889		1,359			197,108

Total consumer		459,256			1,530		1,743			462,529

Total loans		2,838,288			9,226		(6,293	)		2,841,221
Allowance for loan losses		(16,394	)		—		—			(16,394	)

Net loans	$	2,821,894		$	9,226	$	(6,293	)	$	2,824,827

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

Note 5 – Accounting for Certain Loans Acquired in a Transfer

The Company acquired loans in acquisitions and the transferred loans had evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected.

Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as past-due and non-accrual status, borrower credit scores and recent loan-to-value percentages. Purchased credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality (ASC 310-30) and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans is not carried over and recorded at the acquisition date. Management estimated the cash flows expected to be collected at acquisition using our internal risk models, which incorporate the estimate of current key assumptions, such as default rates, severity and prepayment speeds.

The carrying amounts of those loans included in the balance sheet amounts of loans receivable are as follows:


	September 30, 2018
	Commercial		Real Estate		Consumer		Outstanding Balance		Allowance for Loan Losses		Carrying Amount
Heartland	$	242	$	185	$	—	$	427	$	—	$	427
Summit		1,463		575		—		2,038		—		2,038
Peoples		280		103		—		383		—		383
Kosciusko		769		199		—		968		—		968
LaPorte		811		962		29		1,802		106		1,696
Lafayette		3,245		—		—		3,245		15		3,230
Wolverine		9,488		—		—		9,488		—		9,488

Total	$	16,298	$	2,024	$	29	$	18,351	$	121	$	18,230


	December 31, 2017
	Commercial		Real Estate		Consumer		Outstanding Balance		Allowance for Loan Losses		Carrying Amount
Heartland	$	390	$	229	$	—	$	619	$	—	$	619
Summit		3,653		870		—		4,523		—		4,523
Peoples		315		126		—		441		—		441
Kosciusko		838		403		—		1,241		—		1,241
LaPorte		1,034		1,004		33		2,071		—		2,071
Lafayette		4,271		—		—		4,271		—		4,271
Wolverine		16,697		—		—		16,697		—		16,697

Total	$	27,198	$	2,632	$	33	$	29,863	$	—	$	29,863

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

Accretable yield, or income expected to be collected for the nine months ended September 30, is as follows:


	Nine Months Ended September 30, 2018
	Beginning balance		Additions		Accretion			Reclassification from nonaccretable difference		Disposals			Ending balance
Heartland	$	452	$	—	$	(77	)	$	—	$	(193	)	$	182
Summit		147		—		(48	)		—		(9	)		90
Kosciusko		386		—		(60	)		—		—			326
LaPorte		980		—		(110	)		—		(7	)		863
Lafayette		933		—		(229	)		—		(16	)		688
Wolverine		2,267		—		(686	)		—		(681	)		900

Total	$	5,165	$	—	$	(1,210	)	$	—	$	(906	)	$	3,049


	Nine Months Ended September 30, 2017
	Beginning balance		Additions		Accretion			Reclassification from nonaccretable difference		Disposals			Ending balance
Heartland	$	557	$	—	$	(99	)	$	—	$	(6	)	$	452
Summit		502		—		(268	)		—		(2	)		232
Peoples		389		—		(388	)		—		(1	)		—
Kosciusko		530		—		(80	)		—		(42	)		408
LaPorte		1,479		—		(194	)		—		(264	)		1,021

Total	$	3,457	$	—	$	(1,029	)	$	—	$	(315	)	$	2,113

During the nine months ended September 30, 2018 and 2017 the Company increased the allowance for loan losses on purchased loans by a charge to the income statement of $121,000 and $71,000, respectively.

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

Note 6 – Allowance for Loan Losses

The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the prior one to five years. Management believes using the highest of the one, two or five-year historical loss experience is an appropriate methodology in the current economic environment, as it captures loss rates that are comparable to the current period being analyzed. The actual allowance for loan loss activity is provided below.


	Three Months Ended						Nine Months Ended
	September 30						September 30
	2018			2017			2018			2017
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Balance at beginning of the period	$	17,071		$	15,027		$	16,394		$	14,837
Loans charged-off:
Commercial
Owner occupied real estate		97			12			110			12
Non-owner occupied real estate		—			20			—			20
Residential spec homes		—			—			—			—
Development & spec land		—			—			—			1
Commercial and industrial		109			232			109			491

Total commercial		206			264			219			524
Real estate
Residential mortgage		2			37			17			89
Residential construction		—			—			—			—
Mortgage warehouse		—			—			—			—

Total real estate		2			37			17			89
Consumer
Direct installment		20			84			124			113
Indirect installment		432			254			1,302			862
Home equity		11			24			142			95

Total consumer		463			362			1,568			1,070

Total loans charged-off		671			663			1,804			1,683
Recoveries of loans previously charged-off:
Commercial
Owner occupied real estate		7			7			19			8
Non-owner occupied real estate		5			4			22			29
Residential spec homes		2			2			6			6
Development & spec land		—			—			—			—
Commercial and industrial		13			93			71			234

Total commercial		27			106			118			277
Real estate
Residential mortgage		4			13			15			35
Residential construction		—			—			—			—
Mortgage warehouse		—			—			—			—

Total real estate		4			13			15			35
Consumer
Direct installment		10			249			42			281
Indirect installment		107			119			378			384
Home equity		74			25			277			85

Total consumer		191			393			697			750

Total loan recoveries		222			512			830			1,062

Net loans charged-off		449			151			974			621

Provision charged to operating expense
Commercial		1,895			429			1,589			1,357
Real estate		(243	)		361			(612	)		(113	)
Consumer		(476	)		(80	)		1,401			126

Total provision charged to operating expense		1,176			710			2,378			1,370

Balance at the end of the period	$	17,798		$	15,586		$	17,798		$	15,586

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

Certain loans are individually evaluated for impairment, and the Company’s general practice is to proactively charge down impaired loans to the fair value of the underlying collateral, which is the appraised value less estimated selling costs.

Consistent with regulatory guidance, charge-offs on all loan segments are taken when specific loans, or portions thereof, are considered uncollectible. The Company’s policy is to promptly charge these loans off in the period the uncollectible loss is reasonably determined.

For all loan portfolio segments except 1-4 family residential properties and consumer, the Company promptly charges-off loans, or portions thereof, when available information confirms that specific loans are uncollectible based on information that includes, but is not limited to, (1) the deteriorating financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs the borrower’s ability to adequately meet its obligations. For impaired loans that are considered to be solely collateral dependent, a partial charge-off is recorded when a loss has been confirmed by an updated appraisal or other appropriate valuation of the collateral.

The Company charges-off 1-4 family residential and consumer loans, or portions thereof, when the Company reasonably determines the amount of the loss. The Company adheres to timeframes established by applicable regulatory guidance which provides for the charge-down or specific allocation of 1-4 family first and junior lien mortgages to the net realizable value less costs to sell when the value is known but no later than when a loan is 180 days past due. Pursuant to such guidelines, the Company also charges-off unsecured open-end loans when the loan is contractually 90 days past due, and charges down to the net realizable value other secured loans when they are contractually 90 days past due. Loans at these respective delinquency thresholds for which the Company can clearly document that the loan is both well-secured and in the process of collection, such that collection in full will occur regardless of delinquency status, are not charged off.

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment analysis:


	September 30, 2018
	Commercial		Real Estate		Mortgage Warehousing		Consumer		Total
Allowance For Loan Losses
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	924	$	—	$	—	$	—	$	924
Collectively evaluated for impairment		9,657		1,574		1,030		4,613		16,874
Loans acquired with deteriorated credit quality		—		—		—		—		—

Total ending allowance balance	$	10,581	$	1,574	$	1,030	$	4,613	$	17,798

Loans:
Individually evaluated for impairment	$	8,358	$	—	$	—	$	—	$	8,358
Collectively evaluated for impairment		1,696,067		653,286		71,902		537,866		2,959,121
Loans acquired with deteriorated credit quality		—		—		—		—		—

Total ending loans balance	$	1,704,425	$	653,286	$	71,902	$	537,866	$	2,967,479

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)


	December 31, 2017
	Commercial		Real Estate		Mortgage Warehousing		Consumer		Total
Allowance For Loan Losses
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	184	$	—	$	—	$	—	$	184
Collectively evaluated for impairment		8,909		2,188		1,030		4,083		16,210
Loans acquired with deteriorated credit quality		—		—		—		—		—

Total ending allowance balance	$	9,093	$	2,188	$	1,030	$	4,083	$	16,394

Loans:
Individually evaluated for impairment	$	7,187	$	—	$	—	$	—	$	7,187
Collectively evaluated for impairment		1,667,942		608,575		94,988		462,529		2,834,034
Loans acquired with deteriorated credit quality		—		—		—		—		—

Total ending loans balance	$	1,675,129	$	608,575	$	94,988	$	462,529	$	2,841,221

Note 7 – Non-performing Loans and Impaired Loans

The following table presents the non-accrual, loans past due over 90 days still on accrual, and troubled debt restructured (“TDRs”) by class of loans:


	September 30, 2018
	Non-accrual		Loans Past Due Over 90 Days Still Accruing		Non-peforming TDRs		Performing TDRs		Total Non-performing Loans
Commercial
Owner occupied real estate	$	5,341	$	—	$	—	$	—	$	5,341
Non-owner occupied real estate		527		—		501		—		1,028
Residential spec homes		—		—		—		—		—
Development & spec land		71		—		—		—		71
Commercial and industrial		1,915		—		—		—		1,915

Total commercial		7,854		—		501		—		8,355
Real estate
Residential mortgage		1,702		142		429		1,481		3,754
Residential construction		—		—		—		—		—
Mortgage warehouse		—		—		—		—		—

Total real estate		1,702		142		429		1,481		3,754
Consumer
Direct installment		62		—		—		—		62
Indirect installment		608		60		—		—		668
Home equity		1,191		—		147		349		1,687

Total consumer		1,861		60		147		349		2,417

Total	$	11,417	$	202	$	1,077	$	1,830	$	14,526

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)


	December 31, 2017
	Non-accrual		Loans Past Due Over 90 Days Still Accruing		Non-peforming TDRs		Performing TDRs		Total Non-performing Loans
Commercial
Owner occupied real estate	$	4,877	$	—	$	11	$	1	$	4,889
Non-owner occupied real estate		115		—		440		—		555
Residential spec homes		—		—		—		—		—
Development & spec land		176		—		—		—		176
Commercial and industrial		1,734		—		—		—		1,734

Total commercial		6,902		—		451		1		7,354
Real estate
Residential mortgage		3,693		—		351		1,450		5,494
Residential construction		—		—		—		222		222
Mortgage warehouse		—		—		—		—		—

Total real estate		3,693		—		351		1,672		5,716
Consumer
Direct installment		160		—		—		—		160
Direct installment purchased		—		—		—		—		—
Indirect installment		1,041		167		—		—		1,208
Home equity		1,480		—		211		285		1,976

Total consumer		2,681		167		211		285		3,344

Total	$	13,276	$	167	$	1,013	$	1,958	$	16,414

Included in the $11.4 million of non-accrual loans and the $1.1 million of non-performing TDRs at September 30, 2018 were $2.2 million and $0, respectively, of loans acquired for which accretable yield was recognized.

From time to time, the Bank obtains information that may lead management to believe that the collection of payments may be doubtful on a particular loan. In recognition of this, it is management’s policy to convert the loan from an “earning asset” to a non-accruing loan. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date. Further, it is management’s policy to generally place a loan on a non-accrual status when the payment is delinquent in excess of 90 days or the loan has had the accrual of interest discontinued by management. The officer responsible for the loan and the Chief Commercial Banking Officer and/or the Chief Operations Officer must review all loans placed on non-accrual status. Subsequent payments on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Non-accrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal in accordance with the loan terms. The Company requires a period of satisfactory performance of not less than six months before returning a non-accrual loan to accrual status.

A loan becomes impaired when, based on current information, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. When a loan is classified as impaired, the degree of impairment must be recognized by estimating future cash flows from the debtor. The present value of these cash flows is computed at a discount rate based on the interest rate contained in the loan agreement. However, if a particular loan has a determinable market value for its collateral, the creditor may use that value. Also, if the loan is secured and considered collateral dependent, the creditor may use the fair value of the collateral. Interest income on loans individually classified as impaired is recognized on a cash basis after all past due and current principal payments have been made.

Smaller-balance, homogeneous loans are evaluated for impairment in total. Such loans include residential first mortgage loans secured by 1–4 family residences, residential construction loans, automobile, home equity, second mortgage loans and mortgage warehouse loans. Commercial loans and mortgage loans secured by other properties are evaluated individually for impairment. When analysis of borrower operating results and financial condition indicate that underlying cash flows of a borrower’s business are not adequate to meet its debt service requirements, the loan is evaluated for impairment. Often this is associated with a delay or shortfall in payments of 30 days or more. Loans are generally moved to non-accrual status when they are 90 days or more past due. These loans are often considered impaired. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms, including TDRs, are measured for impairment. Allowable methods for determining the amount of impairment include the three methods described above.

The Company’s TDRs are considered impaired loans and included in the allowance methodology using the guidance for impaired loans. At September 30, 2018, the type of concessions the Company has made on restructured loans has been temporary rate reductions and/or reductions in monthly payments and there have been no restructured loans with modified recorded balances. Any modification to a loan that is a concession and is not in the normal course of lending is considered a restructured loan. A restructured loan is returned to accruing status after six consecutive payments but is still reported as TDR unless the loan bears interest at a market rate. As of September 30, 2018, the Company had $2.9 million in TDRs and $1.8 million were performing according to the restructured terms and $32,000 in TDRs were returned to accrual status during the first nine months of 2018. There were $70,000 specific reserves allocated to TDRs at September 30, 2018 based on the discounted cash flows or when appropriate the fair value of the collateral.

The following table presents commercial loans individually evaluated for impairment by class of loan:


	September 30, 2018
							Three Months Ended					Nine Months Ended
	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Loss Allocated		Average Balance in Impaired Loans		Cash/Accrual Interest Income Recognized			Average Balance in Impaired Loans		Cash/Accrual Interest Income Recognized
With no recorded allowance
Commercial
Owner occupied real estate	$	4,496	$	4,490	$	—	$	5,014	$	(25	)	$	5,077	$	71
Non-owner occupied real estate		841		857		—		936		(5	)		1,119		5
Residential spec homes		—		—		—		—		—			—		—
Development & spec land		71		69		—		69		—			72		—
Commercial and industrial		1,165		1,160		—		1,418		5			1,241		12

Total commercial		6,573		6,576		—		7,437		(25	)		7,509		88
With an allowance recorded
Commercial
Owner occupied real estate		845		845		145		852		—			874		—
Non-owner occupied real estate		187		187		30		189		4			178		4
Residential spec homes		—		—		—		—		—			—		—
Development & spec land		—		—		—		—		—			—		—
Commercial and industrial		750		750		749		750		4			750		4

Total commercial		1,782		1,782		924		1,791		8			1,802		8

Total	$	8,355	$	8,358	$	924	$	9,228	$	(17	)	$	9,311	$	96


	September 30, 2017
							Three Months Ended					Nine Months Ended
	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Loss Allocated		Average Balance in Impaired Loans		Cash/Accrual Interest Income Recognized			Average Balance in Impaired Loans		Cash/Accrual Interest Income Recognized
With no recorded allowance
Commercial
Owner occupied real estate	$	923	$	934	$	—	$	1,167	$	4		$	1,033	$	4
Non-owner occupied real estate		701		701		—		468		—			308		2
Residential spec homes		—		—		—		—		—			—		—
Development & spec land		102		102		—		222		—			230		—
Commercial and industrial		1,707		1,714		—		2,066		3			1,071		19

Total commercial		3,433		3,451		—		3,923		7			2,642		25
With an allowance recorded
Commercial
Owner occupied real estate		—		—		—		—		—			—		—
Non-owner occupied real estate		—		—		—		—		—			—		—
Residential spec homes		—		—		—		—		—			—		—
Development & spec land		—		—		—		—		—			—		—
Commercial and industrial		—		—		—		—		—			—		—

Total commercial		—		—		—		—		—			—		—

Total	$	3,433	$	3,451	$	—	$	3,923	$	7		$	2,642	$	25

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

The following table presents the payment status by class of loan:


	September 30, 2018
	30-59 Days Past Due			60-89 Days Past Due			90 Days or Greater Past Due			Total Past Due			Loans Not Past Due			Total
Commercial
Owner occupied real estate	$	448		$	58		$	—		$	506		$	582,755		$	583,261
Non-owner occupied real estate		370			34			—			404			703,880			704,284
Residential spec homes		—			—			—			—			7,254			7,254
Development & spec land		—			—			—			—			43,889			43,889
Commercial and industrial		1,388			343			—			1,731			362,420			364,151

Total commercial		2,206			435			—			2,641			1,700,198			1,702,839
Real estate
Residential mortgage		2,642			156			142			2,940			628,015			630,955
Residential construction		123			—			—			123			22,271			22,394
Mortgage warehouse		—			—			—			—			71,422			71,422

Total real estate		2,765			156			142			3,063			721,708			724,771
Consumer
Direct installment		67			20			—			87			37,808			37,895
Indirect installment		1,025			313			60			1,398			302,181			303,579
Home equity		815			112			—			927			191,470			192,397

Total consumer		1,907			445			60			2,412			531,459			533,871

Total	$	6,878		$	1,036		$	202		$	8,116		$	2,953,365		$	2,961,481

Percentage of total loans		0.23	%		0.03	%		0.01	%		0.27	%		99.73	%

	December 31, 2017
	30-59 Days Past Due			60-89 Days Past Due			90 Days or Greater Past Due			Total Past Due			Loans Not Past Due			Total
Commercial
Owner occupied real estate	$	1,613		$	1,950		$	—		$	3,563		$	572,253		$	575,816
Non-owner occupied real estate		512			122			—			634			683,267			683,901
Residential spec homes		—			—			—			—			16,591			16,591
Development & spec land		31			—			—			31			49,965			49,996
Commercial and industrial		520			1			—			521			348,564			349,085

Total commercial		2,676			2,073			—			4,749			1,670,640			1,675,389
Real estate
Residential mortgage		1,248			49			—			1,297			591,811			593,108
Residential construction		63			—			—			63			15,964			16,027
Mortgage warehouse		—			—			—			—			94,508			94,508

Total real estate		1,311			49			—			1,360			702,283			703,643
Consumer
Direct installment		78			10			—			88			36,649			36,737
Indirect installment		1,859			244			167			2,270			225,389			227,659
Home equity		502			527			—			1,029			193,831			194,860

Total consumer		2,439			781			167			3,387			455,869			459,256

Total	$	6,426		$	2,903		$	167		$	9,496		$	2,828,792		$	2,838,288

Percentage of total loans		0.23	%		0.10	%		0.01	%		0.33	%		99.67	%

The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date.

Horizon Bank’s processes for determining credit quality differ slightly depending on whether a new loan or a renewed loan is being underwritten, or whether an existing loan is being re-evaluated for credit quality. The latter usually occurs upon receipt of current financial information or other pertinent data that would trigger a change in the loan grade.

•

For new and renewed commercial loans, the Bank’s Credit Department, which acts independently of the loan officer, assigns the credit quality grade to the loan. Loan grades for loans with an aggregate credit exposure that exceeds the authorities in the respective markets (ranging from $1,000,000 to $3,500,000) are validated by the Loan Committee, which is chaired by the Chief Commercial Banking Officer (CCBO).

•

Commercial loan officers are responsible for reviewing their loan portfolios and reporting any adverse material change to the CCBO or Loan Committee. When circumstances warrant a change in the credit quality grade, loan officers are required to notify the CCBO and the Credit Department of the change in the loan grade. Downgrades are accepted immediately by the CCBO, however, lenders must present their factual information to either the Loan Committee or the CCBO when recommending an upgrade.

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

•

The CCBO, or his designee, meets weekly with loan officers to discuss the status of past-due loans and classified loans. These meetings are also designed to give the loan officers an opportunity to identify an existing loan that should be downgraded to a classified grade.

•

Monthly, senior management meets with the Watch Committee, which reviews all of the past due, classified, and impaired loans and the relative trends of these assets. This committee also reviews the actions taken by management regarding foreclosure mitigation, loan extensions, troubled debt restructures, other real estate owned and personal property repossessions. The information reviewed in this meeting acts as a precursor for developing management’s analysis of the adequacy of the Allowance for Loan and Lease Losses.

For residential real estate and consumer loans, Horizon uses a grading system based on delinquency. Loans that are 90 days or more past due, on non-accrual, or are classified as a TDR are graded “Substandard.” After being 90 to 120 days delinquent a loan is charged off unless it is well secured and in the process of collection. If the latter case exists, the loan is placed on non-accrual. Occasionally a mortgage loan may be graded as “Special Mention.” When this situation arises, it is because the characteristics of the loan and the borrower fit the definition of a Risk Grade 5 described below, which is normally used for grading commercial loans. Loans not graded Substandard are considered Pass.

Horizon Bank employs a nine-grade rating system to determine the credit quality of commercial loans. The first five grades represent acceptable quality, and the last four grades mirror the criticized and classified grades used by the bank regulatory agencies (special mention, substandard, doubtful, and loss). The loan grade definitions are detailed below.

Risk Grade 1: Excellent (Pass)

Loans secured by liquid collateral, such as certificates of deposit, reputable bank letters of credit, or other cash equivalents; loans that are guaranteed or otherwise backed by the full faith and credit of the United States government or an agency thereof, such as the Small Business Administration; or loans to any publicly held company with a current long-term debt rating of A or better.

Risk Grade 2: Good (Pass)

Loans to businesses that have strong financial statements containing an unqualified opinion from a CPA firm and at least three consecutive years of profits; loans supported by unaudited financial statements containing strong balance sheets, five consecutive years of profits, a five-year satisfactory relationship with the Bank, and key balance sheet and income statement trends that are either stable or positive; loans secured by publicly traded marketable securities where there is no impediment to liquidation; loans to individuals backed by liquid personal assets and unblemished credit history; or loans to publicly held companies with current long-term debt ratings of Baa or better.

Risk Grade 3: Satisfactory (Pass)

Loans supported by financial statements (audited or unaudited) that indicate average or slightly below average risk and having some deficiency or vulnerability to changing economic conditions; loans with some weakness but offsetting features of other support are readily available; loans that are meeting the terms of repayment, but which may be susceptible to deterioration if adverse factors are encountered. Loans may be graded Satisfactory when there is no recent information on which to base a current risk evaluation and the following conditions apply:

•

At inception, the loan was properly underwritten, did not possess an unwarranted level of credit risk, and the loan met the above criteria for a risk grade of Excellent, Good, or Satisfactory;

•

At inception, the loan was secured with collateral possessing a loan value adequate to protect the Bank from loss.

•

The loan has exhibited two or more years of satisfactory repayment with a reasonable reduction of the principal balance.

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

•

During the period that the loan has been outstanding, there has been no evidence of any credit weakness. Some examples of weakness include slow payment, lack of cooperation by the borrower, breach of loan covenants, or the borrower is in an industry known to be experiencing problems. If any of these credit weaknesses is observed, a lower risk grade may be warranted.

Risk Grade 4 Satisfactory/Monitored:

Loans in this category are considered to be of acceptable credit quality, but contain greater credit risk than Satisfactory loans. Borrower displays acceptable liquidity, leverage, and earnings performance within the Bank’s minimum underwriting guidelines. The level of risk is acceptable but conditioned on the proper level of loan officer supervision. Loans that normally fall into this grade include acquisition, construction and development loans and income producing properties that have not reached stabilization.

Risk Grade 4W Management Watch:

Loans in this category are considered to be of acceptable quality, but with above normal risk. Borrower displays potential indicators of weakness in the primary source of repayment resulting in a higher reliance on secondary sources of repayment. Balance sheet may exhibit weak liquidity and/or high leverage. There is inconsistent earnings performance without the ability to sustain adverse economic conditions. Borrower may be operating in a declining industry or the property type, as for a commercial real estate loan, may be unstablized, high risk or in decline. These loans require an increased level of loan officer supervision and monitoring to assure that any deterioration is addressed in a timely fashion.

Risk Grade 5: Special Mention

Loans which possess some credit deficiency or potential weakness which deserves close attention. Such loans pose an unwarranted financial risk that, if not corrected, could weaken the loan by adversely impacting the future repayment ability of the borrower. The key distinctions of a Special Mention classification are that (1) it is indicative of an unwarranted level of risk and (2) weaknesses are considered “potential,” not “defined,” impairments to the primary source of repayment. These loans may be to borrowers with adverse trends in financial performance, collateral value and/or marketability, or balance sheet strength.

Risk Grade 6: Substandard

One or more of the following characteristics may be exhibited in loans classified Substandard:

•

Loans which possess a defined credit weakness. The likelihood that a loan will be paid from the primary source of repayment is uncertain. Financial deterioration is under way and very close attention is warranted to ensure that the loan is collected without loss.

•

Loans are inadequately protected by the current net worth and paying capacity of the obligor.

•

The primary source of repayment is gone, and the Bank is forced to rely on a secondary source of repayment, such as collateral liquidation or guarantees.

•

Loans have a distinct possibility that the Bank will sustain some loss if deficiencies are not corrected.

•

Unusual courses of action are needed to maintain a high probability of repayment.

•

The borrower is not generating enough cash flow to repay loan principal; however, it continues to make interest payments.

•

The lender is forced into a subordinated or unsecured position due to flaws in documentation.

•

Loans have been restructured so that payment schedules, terms, and collateral represent concessions to the borrower when compared to the normal loan terms.

•

The lender is seriously contemplating foreclosure or legal action due to the apparent deterioration in the loan.

•

There is a significant deterioration in market conditions to which the borrower is highly vulnerable.

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

Risk Grade 7: Doubtful

One or more of the following characteristics may be present in loans classified Doubtful:

•

Loans have all of the weaknesses of those classified as Substandard. However, based on existing conditions, these weaknesses make full collection of principal highly improbable.

•

The primary source of repayment is gone, and there is considerable doubt as to the quality of the secondary source of repayment.

•

The possibility of loss is high but because of certain important pending factors which may strengthen the loan, loss classification is deferred until the exact status of repayment is known.

Risk Grade 8: Loss

Loans are considered uncollectible and of such little value that continuing to carry them as assets is not feasible. Loans will be classified Loss when it is neither practical nor desirable to defer writing off or reserving all or a portion of a basically worthless asset, even though partial recovery may be possible at some time in the future.

The following table presents loans by credit grades.


	September 30, 2018
	Pass			Special Mention			Substandard			Doubtful			Total
Commercial
Owner occupied real estate	$	563,429		$	5,176		$	14,656		$	—		$	583,261
Non-owner occupied real estate		692,995			5,903			5,386			—			704,284
Residential spec homes		7,254			—			—			—			7,254
Development & spec land		41,084			2,734			71			—			43,889
Commercial and industrial		350,617			5,021			8,513			—			364,151

Total commercial		1,655,379			18,834			28,626			—			1,702,839
Real estate
Residential mortgage		627,343			—			3,612			—			630,955
Residential construction		22,394			—			—			—			22,394
Mortgage warehouse		71,422			—			—			—			71,422

Total real estate		721,159			—			3,612			—			724,771
Consumer
Direct installment		37,833			—			62			—			37,895
Indirect installment		302,911			—			668			—			303,579
Home equity		190,710			—			1,687			—			192,397

Total consumer		531,454			—			2,417			—			533,871

Total	$	2,907,992		$	18,834		$	34,655		$	—		$	2,961,481

Percentage of total loans		98.19	%		0.64	%		1.17	%		0.00	%

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)


	December 31, 2017
	Pass			Special Mention			Substandard			Doubtful			Total
Commercial
Owner occupied real estate	$	548,992		$	8,622		$	18,202		$	—		$	575,816
Non-owner occupied real estate		675,030			3,864			5,007			—			683,901
Residential spec homes		16,591			—			—			—			16,591
Development & spec land		48,884			886			226			—			49,996
Commercial and industrial		327,970			7,448			13,667			—			349,085

Total commercial		1,617,467			20,820			37,102			—			1,675,389
Real estate
Residential mortgage		587,614			—			5,494			—			593,108
Residential construction		15,805			—			222			—			16,027
Mortgage warehouse		94,508			—			—			—			94,508

Total real estate		697,927			—			5,716			—			703,643
Consumer
Direct installment		36,577			—			160			—			36,737
Indirect installment		226,451			—			1,208			—			227,659
Home equity		192,884			—			1,976			—			194,860

Total consumer		455,912			—			3,344			—			459,256

Total	$	2,771,306		$	20,820		$	46,162		$	—		$	2,838,288

Percentage of total loans		97.64	%		0.73	%		1.63	%		0.00	%

Note 8 – Repurchase Agreements

The Company transfers various securities to customers in exchange for cash at the end of each business day and agrees to acquire the securities at the end of the next business day for the cash exchanged plus interest. The process is repeated at the end of each business day until the agreement is terminated. The securities underlying the agreement remained under the Bank’s control.

The following table shows repurchase agreements accounted for as secured borrowings:


	September 30, 2018
	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous		Up to one year		One to three years		Three to five years		Five to ten years		Beyond ten years		Total
Repurchase Agreements and repurchase-to-maturity transactions
Repurchase Agreements	$	56,629	$	—	$	—	$	—	$	—	$	—	$	56,629
Securities pledged for Repurchase Agreements
Federal agency collateralized mortgage obligations	$	32,535	$	—	$	—	$	—	$	—	$	—	$	32,535
Federal agency mortgage-backed pools		29,467		—		—		—		—		—		29,467

Total	$	62,002	$	—	$	—	$	—	$	—	$	—	$	62,002

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

Note 9 – Derivative Financial Instruments

Cash Flow Hedges –As a strategy to maintain acceptable levels of exposure to the risk of changes in future cash flow due to interest rate fluctuations, the Company entered into interest rate swap agreements for a portion of its floating rate debt. The agreements provide for the Company to receive interest from the counterparty at three month LIBOR and to pay interest to the counterparty at a weighted average fixed rate of 5.81% on a notional amount of $30.5 million at September 30, 2018 and December 31, 2017. Under the agreements, the Company pays or receives the net interest amount monthly, with the monthly settlements included in interest expense.

The Company assumed additional interest rate swap agreements as the result of the LaPorte acquisition in July 2016. The agreements provide for the Company to receive interest from the counterparty at one month LIBOR and to pay interest to the counterparty at a weighted average fixed rate of 2.31% on a notional amount of $30.0 million at September 30, 2018 and December 31, 2017. Under the agreements, the Company pays or receives the net interest amount monthly, with the monthly settlements included in interest expense.

On July 20, 2018, the Company entered into an interest rate swap agreement for an additional portion of its floating rate debt. The agreement provides for the Company to receive interest from the counterparty at one month LIBOR and to pay interest to the counterparty at a rate of 2.81% on a notional amount of $50.0 million at September 30, 2018. Under the agreement, the Company pays or receives the net interest amount monthly, with the monthly settlements included in interest expense.

Management has designated the interest rate swap agreement as a cash flow hedging instrument. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. At September 30, 2018, the Company’s cash flow hedge was effective and is not expected to have a significant impact on the Company’s net income over the next 12 months.

Fair Value Hedges

Fair value hedges are intended to reduce the interest rate risk associated with the underlying hedged item. The Company enters into fixed rate loan agreements as part of its lending policy. To mitigate the risk of changes in fair value based on fluctuations in interest rates, the Company has entered into interest rate swap agreements on individual loans, converting the fixed rate loans to a variable rate. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings. At September 30, 2018, the Company’s fair value hedges were effective and are not expected to have a significant impact on the Company’s net income over the next 12 months.

The change in fair value of both the hedge instruments and the underlying loan agreements are recorded as gains or losses in interest income. The fair value hedges are considered to be highly effective and any hedge ineffectiveness was deemed not material. The notional amounts of the loan agreements being hedged were $205.8 million at September 30, 2018 and $154.6 million at December 31, 2017.

Other Derivative Instruments

The Company enters into non-hedging derivatives in the form of mortgage loan forward sale commitments with investors and commitments to originate mortgage loans as part of its mortgage banking business. At September 30, 2018, the Company’s fair value of these derivatives were recorded and over the next 12 months are not expected to have a significant impact on the Company’s net income.

The change in fair value of both the forward sale commitments and commitments to originate mortgage loans were recorded and the net gains or losses included in the Company’s gain on sale of loans.

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

The following tables summarize the fair value of derivative financial instruments utilized by Horizon:


	Asset Derivatives				Liability Derivatives
	September 30, 2018				September 30, 2018
	Balance Sheet Location		Fair Value		Balance Sheet Location		Fair Value
Derivatives designated as hedging instruments
Interest rate contracts		Other Assets	$	4,918		Loans	$	4,918
Interest rate contracts		Other Assets		24		Other liabilities		—

Total derivatives desginated as hedging instruments				4,942				4,918

Derivatives not designated as hedging instruments
Mortgage loan contracts		Other assets		231		Other liabilities		92

Total derivatives not designated as hedging instruments				231				92

Total derivatives			$	5,173			$	5,010


	Asset Derivatives				Liability Derivatives
	December 31, 2017				December 31, 2017
	Balance Sheet Location		Fair Value		Balance Sheet Location		Fair Value
Derivatives designated as hedging instruments
Interest rate contracts		Loans	$	—		Loans	$	811
Interest rate contracts		Other Assets		811		Other liabilities		1,728

Total derivatives desginated as hedging instruments				811				2,539

Derivatives not designated as hedging instruments
Mortgage loan contracts		Other assets		143		Other liabilities		3

Total derivatives not designated as hedging instruments				143				3

Total derivatives			$	954			$	2,542

The effect of the derivative instruments on the condensed consolidated statements of income for the three and nine-month periods ending September 30 is as follows:


	Amount of Loss Recognized in Other Comprehensive Income on Derivative (Effective Portion)
	Three Months Ended				Nine Months Ended
	September 30, 2018		September 30, 2017		September 30, 2018		September 30, 2017
Derivatives in cash flow hedging relationship
Interest rate contracts	$	505	$	193	$	1,384	$	483

FASB Accounting Standards Codification (“ASC”) Topic 820-10-20 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820-10-55 establishes a fair value hierarchy that emphasizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)


	Location of gain (loss) recognized on derivative		Amount of Gain (Loss) Recognized on Derivative
			Three Months Ended						Nine Months Ended
			September 30, 2018			September 30, 2017			September 30, 2018			September 30, 2017
Derivative in fair value hedging relationship
Interest rate contracts		Interest income - loans	$	2,768		$	(4	)	$	574		$	423
Interest rate contracts		Interest income - loans		(2,768	)		4			(574	)		(423	)

Total			$	—		$	—		$	—		$	—


	Location of gain (loss) recognized on derivative		Amount of Gain (Loss) Recognized on Derivative
			Three Months Ended						Nine Months Ended
			September 30, 2018			September 30, 2017			September 30, 2018			September 30, 2017
Derivative not designated as hedging relationship
Mortgage contracts		Other income - gain on sale of loans	$	112		$	(112	)	$	195		$	(324	)

Note 10 – Disclosures about Fair Value of Assets and Liabilities

The Fair Value Measurements topic of the FASB ASC defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. There are three levels of inputs that may be used to measure fair value:

Level 1

Quoted prices in active markets for identical assets or liabilities

Level 2

Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying condensed consolidated financial statements, as well as the general classification of such instruments pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended September 30, 2018. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

Available for sale securities

When quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include U.S. Treasury and federal agency securities, state and municipal securities, federal agency collateralized mortgage obligations and mortgage-backed pools and corporate notes. Level 2 securities are valued by a third party pricing service commonly used in the banking industry utilizing observable inputs. Observable inputs include dealer quotes, market spreads, cash flow analysis, the U.S. Treasury yield curve, trade execution data, market consensus prepayment spreads and available credit information and the bond’s terms and conditions. The pricing provider utilizes evaluated pricing models that vary based on asset class. These models incorporate available market information including quoted prices of securities with similar characteristics and, because many fixed-income securities do not trade on a daily basis, apply available information through processes such as benchmark curves, benchmarking of like securities, sector grouping, and matrix pricing. In addition, model processes, such as an option adjusted spread model, is used to develop prepayment and interest rate scenarios for securities with prepayment features.

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

Hedged loans

Certain fixed rate loans have been converted to variable rate loans by entering into interest rate swap agreements. The fair value of those fixed rate loans is based on discounting the estimated cash flows using interest rates determined by the respective interest rate swap agreement. Loans are classified within Level 2 of the valuation hierarchy based on the unobservable inputs used.

Interest rate swap agreements

The fair value of the Company’s interest rate swap agreements is estimated by a third party using inputs that are primarily unobservable including a yield curve, adjusted for liquidity and credit risk, contracted terms and discounted cash flow analysis, and therefore, are classified within Level 2 of the valuation hierarchy.

The following table presents the fair value measurements of assets and liabilities recognized in the accompanying condensed consolidated financial statements measured at fair value on a recurring basis and the level within the FASB ASC fair value hierarchy in which the fair value measurements fall at the following:


	September 30, 2018
	Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Available for sale securities
U.S. Treasury and federal agencies	$	16,572		$	—	$	16,572		$	—
State and municipal		156,675			—		156,675			—
Federal agency collateralized mortgage obligations		172,671			—		172,671			—
Federal agency mortgage-backed pools		185,975			—		185,975			—
Corporate notes		10,412			—		10,412			—

Total available for sale securities		542,305			—		542,305			—
Hedged loans		205,778			—		205,778			—
Forward sale commitments		231			—		231			—
Interest rate swap agreements		4,942			—		4,942			—
Commitments to originate loans		(92	)		—		(92	)		—

	December 31, 2017
	Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Available for sale securities
U.S. Treasury and federal agencies	$	19,052		$	—	$	19,052		$	—
State and municipal		149,564			—		149,564			—
Federal agency collateralized mortgage obligations		130,365			—		130,365			—
Federal agency mortgage-backed pools		208,657			—		208,657			—
Private labeled mortgage-backed pools		1,642			—		1,642			—
Corporate notes		385			—		385			—

Total available for sale securities		509,665			—		509,665			—
Hedged loans		154,575			—		154,575			—
Forward sale commitments		143			—		143			—
Interest rate swap agreements		(917	)		—		(917	)		—
Commitments to originate loans		(3	)		—		(3	)		—

HORIZON BANCORP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Table Dollar Amounts in Thousands, Except Per Share Data)

Realized gains and losses included in net income for the periods are reported in the condensed consolidated statements of income as follows:

Three Months Ended

Nine Months Ended

September 30, 2018

September 30, 2017

September 30, 2018

September 30, 2017

Non-interest Income

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

Emerging growth company