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FORM 10-Q

HORIZON BANCORP

FORM 10-Q

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

Commission file number 0-10792

HORIZON BANCORP

(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 Square, 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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 8,695,721 shares of Common Stock, no par value, at August 8, 2013.

HORIZON BANCORP

FORM 10-Q

INDEX



PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Income (Loss)	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	37

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	51

Item 4.	Controls and Procedures	51

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	52

Item 1A.	Risk Factors	52

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52

Item 3.	Defaults Upon Senior Securities	52

Item 4.	Mine Safety Disclosures	52

Item 5.	Other Information	52

Item 6.	Exhibits	53

Signatures

Index To Exhibits

PART 1 — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HORIZON BANCORP AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Dollar Amounts in Thousands)


	June 30		December 31
	2013		2012
	(Unaudited)
Assets
Cash and due from banks	$	31,735	$	30,735
Investment securities, available for sale		482,453		482,801
Investment securities, held to maturity		9,910		—
Loans held for sale		14,710		13,744
Loans, net of allowance for loan losses of $18,880 and $18,270		1,098,786		1,172,447
Premises and equipment		43,362		42,184
Federal Reserve and Federal Home Loan Bank stock		14,184		13,333
Goodwill		19,748		19,748
Other intangible assets		3,667		4,048
Interest receivable		7,749		7,716
Cash value life insurance		35,701		35,192
Other assets		23,902		26,279

Total assets	$	1,785,907	$	1,848,227

Liabilities
Deposits
Non-interest bearing	$	213,700	$	209,200
Interest bearing		1,083,556		1,084,953

Total deposits		1,297,256		1,294,153
Borrowings		282,837		345,764
Subordinated debentures		32,409		32,331
Interest payable		931		560
Other liabilities		12,309		16,451

Total liabilities		1,625,742		1,689,259

Commitments and contingent liabilities
Stockholders’ Equity
Preferred stock, Authorized, 1,000,000 shares Series B shares $.01 par value, $1,000 liquidation value Issued 12,500 shares		12,500		12,500
Common stock, no par value Authorized, 22,500,000 shares Issued, 8,693,471 shares Outstanding, 8,617,466 shares		—		—
Additional paid-in capital		32,108		31,965
Retained earnings		114,398		105,402
Accumulated other comprehensive income		1,159		9,101

Total stockholders’ equity		160,165		158,968

Total liabilities and stockholders’ equity	$	1,785,907	$	1,848,227

See notes to condensed consolidated financial statements

HORIZON BANCORP AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(Dollar Amounts in Thousands, Except Per Share Data)


	Three Months Ended June 30						Six Months Ended June 30
	2013			2012			2013			2012
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Interest Income
Loans receivable	$	16,906		$	13,327		$	33,346		$	26,859
Investment securities
Taxable		2,047			2,246			4,069			4,560
Tax exempt		1,024			950			1,991			1,930

Total interest income		19,977			16,523			39,406			33,349

Interest Expense
Deposits		1,445			1,526			2,925			3,165
Borrowed funds		1,456			1,519			2,904			3,038
Subordinated debentures		501			472			992			942

Total interest expense		3,402			3,517			6,821			7,145

Net Interest Income		16,575			13,006			32,585			26,204
Provision for loan losses		729			209			2,813			768

Net Interest Income after Provision for Loan Losses		15,846			12,797			29,772			25,436

Non-interest Income
Service charges on deposit accounts		988			763			1,901			1,475
Wire transfer fees		203			213			393			395
Interchange fees		1,060			714			1,926			1,342
Fiduciary activities		1,047			982			2,187			1,957
Gain on sale of investment securities (includes $0 and $368 for the three and six months ended 2013 and $0 for the three and six months ended 2012, respectively, related to accumulated other comprehensive earnings reclasifications)		—			—			368			—
Gain on sale of mortgage loans		2,807			3,411			5,913			5,685
Mortgage servicing income net of impairment		302			170			465			260
Increase in cash value of bank owned life insurance		257			235			509			460
Other income		185			67			647			123

Total non-interest income		6,849			6,555			14,309			11,697

Non-interest Expense
Salaries and employee benefits		7,721			6,539			15,225			12,502
Net occupancy expenses		1,295			976			2,606			2,030
Data processing		818			603			1,418			1,129
Professional fees		454			583			953			1,117
Outside services and consultants		486			526			1,198			997
Loan expense		1,402			866			2,516			1,568
FDIC insurance expense		268			250			551			507
Other losses		163			162			91			192
Other expense		2,188			1,675			4,216			3,298

Total non-interest expense		14,795			12,180			28,774			23,340

Income Before Income Tax		7,900			7,172			15,307			13,793
Income tax expense (includes $0 and $129 for the three and six months ended 2013 and $0 for the three and six months ended 2012, respectively, related to income tax expense from reclassification items)		2,235			2,262			4,331			4,270

Net Income		5,665			4,910			10,976			9,523
Preferred stock dividend and discount accretion		(96	)		(106	)		(242	)		(263	)

Net Income Available to Common Shareholders	$	5,569		$	4,804		$	10,734		$	9,260

Basic Earnings Per Share	$	0.65		$	0.65		$	1.25		$	1.25
Diluted Earnings Per Share		0.62			0.62			1.20			1.21

See notes to condensed consolidated financial statements

HORIZON BANCORP AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Dollar Amounts in Thousands)


	Three Months Ended June 30						Six Months Ended June 30
	2013			2012			2013			2012
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net Income	$	5,665		$	4,910		$	10,976		$	9,523

Other Comprehensive Income (Loss)
Change in fair value of derivative instruments:
Change in fair value of derivative instruments for the period		1,582			(1,208	)		2,020			(645	)
Income tax effect		(554	)		423			(707	)		226

Changes from derivative instruments		1,028			(785	)		1,313			(419	)
Change in securities available-for-sale:
Unrealized appreciation (depreciation) for the period		(12,168	)		1,211			(14,607	)		2,080
Reclassification adjustment for securities gains realized in income		—			—			368			—
Income tax effect		4,259			(424	)		4,984			(728	)

Unrealized gains (losses) on available-for-sale securities		(7,909	)		787			(9,255	)		1,352
Other Comprehensive Income (Loss), Net of Tax		(6,881	)		2			(7,942	)		933

Comprehensive Income (Loss)	$	(1,216	)	$	4,912		$	3,034		$	10,456

See notes to condensed consolidated financial statements

HORIZON BANCORP AND SUBSIDIARIES

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

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


	Preferred Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income			Total
Balances, January 1, 2013	$	12,500	$	31,965	$	105,402		$	9,101		$	158,968
Net income						10,976						10,976
Other comprehensive income (loss), net of tax									(7,942	)		(7,942	)

Amortization of unearned compensation				127								127
Stock option expense				16								16
Cash dividends on preferred stock (3.87%)						(242	)					(242	)
Cash dividends on common stock ($.20 per share)						(1,738	)					(1,738	)

Balances, June 30, 2013	$	12,500	$	32,108	$	114,398		$	1,159		$	160,165

See notes to condensed consolidated financial statements

HORIZON BANCORP AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Dollar Amounts in Thousands)


	Six Months Ended June 30
	2013 (Unaudited)			2012 (Unaudited)
Operating Activities
Net income	$	10,976		$	9,523
Items not requiring (providing) cash
Provision for loan losses		2,813			768
Depreciation and amortization		1,686			1,298
Share based compensation		16			17
Mortgage servicing rights impairment (recovery)		(135	)		(64	)
Premium amortization on securities available for sale, net		1,540			1,410
Gain on sale of investment securities		(368	)		—
Gain on sale of mortgage loans		(5,913	)		(5,685	)
Proceeds from sales of loans		202,947			184,317
Loans originated for sale		(198,000	)		(178,632	)
Change in cash value of life insurance		(509	)		(459	)
(Gain) loss on sale of other real estate owned		(277	)		26
Net change in
Interest receivable		(33	)		(14	)
Interest payable		371			315
Other assets		7,101			(464	)
Other liabilities		(983	)		260

Net cash provided by operating activities		21,232			12,616

Investing Activities
Purchases of securities available for sale		(97,983	)		(54,618	)
Proceeds from sales, maturities, calls, and principal repayments of securities available for sale		82,920			50,718
Purchase of securities held to maturity		(9,910	)		—
Proceeds from maturities of securities held to maturity		—			1,000
Purchase of Federal Reserve Bank stock		(851	)		—
Net change in loans		67,621			(11,431	)
Proceeds on the sale of OREO and repossessed assets		2,053			2,991
Purchases of premises and equipment		(2,356	)		(2,324	)

Net cash provided by (used in) by investing activities		41,494			(13,664	)

Financing Activities
Net change in
Deposits		3,103			35,924
Borrowings		(62,849	)		(30,185	)
Proceeds from issuance of stock		—			166
Dividends paid on common shares		(1,738	)		(1,298	)
Dividends paid on preferred shares		(242	)		(263	)

Net cash provided by (used in) financing activities		(61,726	)		4,344

Net Change in Cash and Cash Equivalent		1,000			3,296
Cash and Cash Equivalents, Beginning of Period		30,735			20,447

Cash and Cash Equivalents, End of Period	$	31,735		$	23,743

Additional Cash Flows Information
Interest paid	$	6,450		$	6,829
Income taxes paid		3,100			3,925
Transfer of loans to other real estate owned		1,381			1,224

See notes to condensed consolidated financial statements

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

Note 1 - Accounting Policies

The accompanying condensed consolidated financial statements include the accounts of Horizon Bancorp (“Horizon” or the “Company”) and its wholly-owned subsidiaries, including Horizon Bank, N.A. (“Bank”). All inter-company balances and transactions have been eliminated. The results of operations for the periods ended June 30, 2013 and June 30, 2012 are not necessarily indicative of the operating results for the full year of 2013 or 2012. 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 2012 filed with the Securities and Exchange Commission on March 12, 2013. The consolidated condensed balance sheet of Horizon as of December 31, 2012 has been derived from the audited balance sheet as of that date.

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				Six months ended
	June 30				June 30
	2013		2012		2013		2012
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Basic earnings per share
Net income	$	5,665	$	4,910	$	10,976	$	9,523
Less: Preferred stock dividends and accretion of discount		96		106		242		263

Net income available to common shareholders	$	5,569	$	4,804	$	10,734	$	9,260

Weighted average common shares outstanding⁽¹⁾⁽²⁾		8,617,466		7,434,537		8,617,466		7,428,699

Basic earnings per share	$	0.65	$	0.65	$	1.25	$	1.25

Diluted earnings per share
Net income available to common shareholders	$	5,569	$	4,804	$	10,734	$	9,260

Weighted average common shares outstanding⁽¹⁾⁽²⁾		8,617,466		7,434,537		8,617,466		7,428,699
Effect of dilutive securities:
Warrants		287,815		238,512		290,550		204,770
Restricted stock		35,263		26,373		35,411		18,561
Stock options		33,559		29,097		33,981		22,244

Weighted average shares outstanding		8,974,103		7,728,519		8,977,408		7,674,273

Diluted earnings per share	$	0.62	$	0.62	$	1.20	$	1.21

⁽¹⁾	Adjusted for 3:2 stock split on November 9, 2012

⁽²⁾	Includes average shares issued for the Heartland acquisition for the three and six months ending June 30, 2013

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

At June 30, 2013 and 2012, there were 46,760 shares and 12,750 shares, respectively, which were not included in the computation of diluted earnings per share because they were non-dilutive.

Horizon has share-based employee compensation plans, which are described in the notes to the financial statements included in the December 31, 2012 Annual Report on Form 10-K.

Reclassifications

Certain reclassifications have been made to the 2012 consolidated financial statements to be comparable to 2013. These reclassifications had no effect on net income.

Note 2 – Acquisition

On July 17, 2012, Horizon closed its acquisition of Heartland Bancshares, Inc. and Horizon Bank N.A.’s acquisition of Heartland Community Bank, through mergers effective as of that date. Under the final terms of the acquisition, the exchange ratio was 0.81 shares of Horizon’s common stock for each share of Heartland common stock outstanding. Heartland shares outstanding at the closing were 1,442,449, and the shares of Horizon common stock issued to Heartland shareholders totaled 1,168,383. Horizon’s stock price was $16.83 per share at the close of business on July 17, 2012. Based upon these numbers, the total value of the consideration, including the retirement of TARP, for the acquisition was $26.9 million. For the year ended December 31, 2012, the Company had approximately $1.5 million in costs related to the acquisition. These expenses are classified in the non-interest expense section of the income statement primarily located in the salaries and employee benefits, professional services and other expense line items. As a result of the acquisition, the Company has the opportunity to increase its deposit base and reduce transaction costs. The Company also expects to continue reducing costs through economies of scale.

Under the purchase method of accounting, the total estimated purchase price is allocated to Heartland’s net tangible and intangible assets based on their current estimated fair values on the date of the acquisition. Based on management’s preliminary valuation 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 preliminary purchase price for the Heartland acquisition is allocated as follows (in thousands):


ASSETS
Cash and due from banks	$	33,531
Investment securities, available for sale		63,707

Commercial		70,343
Residential mortgage		20,838
Consumer		23,423

Total loans		114,604

Premises and equipment		2,647
FRB and FHLB stock		943
Goodwill		13,838
Core deposit intangible		2,332
Interest receivable		820
Cash value life insurance		4,012
Other assets		9,210

Total assets purchased	$	245,644

Common shares issued	$	19,668
Retirement of TARP preferred shares		7,248

Total estimated purchase price	$	26,916


LIABILITIES
Deposits
Non-interest bearing	$	59,350
NOW accounts		42,681
Savings and money market		61,465
Certificates of deposits		47,749

Total deposits		211,245

Borrowings		1,186
Subordinated debentures		1,537
Interest payable		90
Other liabilities		4,670

Total liabilities assumed	$	218,728

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

Of the total estimated purchase price of $26.9 million, $2.3 million has been allocated to core deposit intangible. Additionally, $13.8 million has been allocated to goodwill and $10.8 million of the purchase price is deductible and was assigned to the business assets. The core deposit intangible will be amortized over seven years on a straight line basis.

The Company acquired loans in the acquisition 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 nonaccrual 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 Company acquired the $131.1 million loan portfolio at a fair value discount of $16.5 million. The performing portion of the portfolio, $95.4 million, had an estimated fair value of $91.6 million. The excess of expected cash flows above the fair value of the performing portion of loans will be accreted to interest income over the remaining lives of the loans in accordance with ASC 310-20.

Preliminary estimates of certain loans, those for which specific credit-related deterioration, since origination, was identified 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.

The following table details the acquired loans that are accounted for in accordance with ASC 310-30 (formerly Statement of Position “SOP” 03-3) as of July 17, 2012.


Contractually required principal and interest at acquisition	$	35,574
Contractual cash flows not expected to be collected (nonaccretable differences)		5,264

Expected cash flows at acquisition		30,310
Interest component of expected cash flows (accretable discount)		7,494

Fair value of acquired loans accounted for under ASC 310-30	$	22,816

Pro-forma statements were determined to be impracticable due to the materiality of the transaction.

The carrying amount of those loans is included in the balance sheet amounts of loans receivable at June 30, 2013. The amounts of loans at June 30, 2013, are as follows:


Commercial	$	52,469
Real estate		13,848
Consumer		13,494

Outstanding balance	$	79,811

Carrying amount, net of allowance of $404	$	79,407

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

Accretable yield, or income expected to be collected, is as follows:


Balance at December 31, 2012	$	6,111
Additions		—
Accretion		(752	)
Reclassification from nonaccreatable difference		—
Disposals		(1,296	)

Balance at June 30, 2013	$	4,063

During the six months ended June 30, 2013, the Company increased the allowance for loan losses by a charge to the income statement of $1.5 million. No allowances for loan losses were reversed for the six months ended 2013.

Note 3 – Securities

The fair value of securities is as follows:


			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
June 30, 2013	Cost		Gains		Losses			Value
Available for sale
U.S. Treasury and federal agencies	$	39,071	$	150	$	(614	)	$	38,607
State and municipal		176,838		5,949		(2,420	)		180,367
Federal agency collateralized mortgage obligations		108,607		1,366		(1,170	)		108,803
Federal agency mortgage-backed pools		151,146		3,583		(1,652	)		153,077
Private labeled mortgage-backed pools		1,502		52		—			1,554
Corporate notes		32		13		—			45

Total available for sale investment securities	$	477,196	$	11,113	$	(5,856	)	$	482,453

Held to maturity, State and Municipal	$	9,910	$	—	$	—		$	9,910


			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
December 31, 2012	Cost		Gains		Losses			Value
Available for sale
U.S. Treasury and federal agencies	$	51,458	$	351	$	(30	)	$	51,779
State and municipal		162,147		10,842		(84	)		172,905
Federal agency collateralized mortgage obligations		95,337		1,533		(39	)		96,831
Federal agency mortgage-backed pools		152,372		6,847		(15	)		159,204
Private labeled mortgage-backed pools		1,960		71		—			2,031
Corporate notes		32		19		—			51

Total available for sale investment securities	$	463,306	$	19,663	$	(168	)	$	482,801

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, 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 June 30, 2013, no individual investment security had an unrealized loss that was determined to be other-than-temporary.

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

The unrealized losses on the Company’s investments in securities of state and municipal governmental agencies, 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 June 30, 2013.

The amortized cost and fair value of securities available for sale and held to maturity at June 30, 2013 and December 31, 2012, 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.


	June 30, 2013				December 31, 2012
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Available for sale
Within one year	$	4,163	$	4,184	$	4,358	$	4,368
One to five years		43,560		44,113		49,415		50,673
Five to ten years		98,188		100,398		98,551		104,258
After ten years		70,030		70,324		61,313		65,436

		215,941		219,019		213,637		224,735
Federal agency collateralized mortgage obligations		108,607		108,803		95,337		96,831
Federal agency mortgage-backed pools		151,146		153,077		152,372		159,204
Private labeled mortgage-backed pools		1,502		1,554		1,960		2,031

Total available for sale investment securities	$	477,196	$	482,453	$	463,306	$	482,801

Held to maturity
Within one year	$	9,910	$	9,910	$	—	$	—
One to five years		—		—		—		—

Total held to maturity investment securities	$	9,910	$	9,910	$	—	$	—

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.


	Less than 12 Months					12 Months or More					Total
June 30, 2013	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
U.S. Treasury and federal agencies	$	27,871	$	(614	)	$	—	$	—		$	27,871	$	(614	)
State and municipal		55,862		(2,403	)		1,141		(17	)		57,003		(2,420	)
Federal agency collateralized mortgage obligations		51,644		(1,170	)		—		—			51,644		(1,170	)
Federal agency mortgage-backed pools		48,313		(1,652	)		—		—			48,313		(1,652	)

Total temporarily impaired securities	$	183,690	$	(5,839	)	$	1,141	$	(17	)	$	184,831	$	(5,856	)


	Less than 12 Months					12 Months or More					Total
December 31, 2012	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
U.S. Treasury and federal agencies	$	13,064	$	(30	)	$	—	$	—		$	13,064	$	(30	)
State and municipal		11,928		(84	)		—		—			11,928		(84	)
Federal agency collateralized mortgage obligations		12,719		(39	)		—		—			12,719		(39	)
Federal agency mortgage-backed pools		4,126		(15	)		—		—			4,126		(15	)

Total temporarily impaired securities	$	41,837	$	(168	)	$	—	$	—		$	41,837	$	(168	)

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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


	Three months ended June 30				Six months ended June 30
	2013		2012		2013			2012
Sales of securities available for sale (Unaudited)
Proceeds	$	—	$	—	$	23,485		$	—
Gross gains		—		—		376			—
Gross losses		—		—		(8	)		—

Note 4 – Loans


	June 30 2013			December 31 2012
Commercial
Working capital and equipment	$	235,315		$	198,805
Real estate, including agriculture		249,220			247,108
Tax exempt		4,275			4,579
Other		13,420			9,979

Total		502,230			460,471

Real estate
1–4 family		179,007			185,940
Other		3,603			3,774

Total		182,610			189,714

Consumer
Auto		137,161			142,149
Recreation		5,185			5,163
Real estate/home improvement		29,415			29,989
Home equity		99,839			104,974
Unsecured		3,793			4,194
Other		2,471			2,615

Total		277,864			289,084

Mortgage warehouse		154,962			251,448

Total loans		1,117,666			1,190,717
Allowance for loan losses		(18,880	)		(18,270	)

Loans, net	$	1,098,786		$	1,172,447

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

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

affected by conditions in the real estate markets or in the general economy. 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.

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 individual mortgage 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 repurchases the loan under its option within the agreement. Due to the repurchase 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 repurchase from Horizon their 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 repurchase 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 repurchase its loan on an individual mortgage, Horizon would be able to exercise its rights under the agreement.

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

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


	Loan					Deferred			Recorded
June 30, 2013	Balance			Interest Due		Fees / (Costs)			Investment
Owner occupied real estate	$	159,379		$	316	$	210		$	159,905
Non owner occupied real estate		233,203			178		446			233,827
Residential spec homes		245			—		—			245
Development & spec land loans		12,988			36		21			13,045
Commercial and industrial		95,649			804		89			96,542

Total commercial		501,464			1,334		766			503,564

Residential mortgage		174,032			631		445			175,108
Residential construction		8,133			9		—			8,142
Mortgage warehouse		154,962			480		—			155,442

Total real estate		337,127			1,120		445			338,692

Direct installment		28,099			102		(252	)		27,949
Direct installment purchased		358			—		—			358
Indirect installment		128,647			343		—			128,990
Home equity		120,547			558		465			121,570

Total consumer		277,651			1,003		213			278,867

Total loans		1,116,242			3,457		1,424			1,121,123
Allowance for loan losses		(18,880	)		—		—			(18,880	)

Net loans	$	1,097,362		$	3,457	$	1,424		$	1,102,243


	Loan					Deferred			Recorded
December 31, 2012	Balance			Interest Due		Fees / (Costs)			Investment
Owner occupied real estate	$	162,694		$	503	$	485		$	163,682
Non owner occupied real estate		201,763			467		276			202,506
Residential spec homes		1,056			8		—			1,064
Development & spec land loans		6,963			11		—			6,974
Commercial and industrial		87,082			380		152			87,614

Total commercial		459,558			1,369		913			461,840

Residential mortgage		181,450			565		583			182,598
Residential construction		7,681			13		—			7,694
Mortgage warehouse		251,448			480		—			251,928

Total real estate		440,579			1,058		583			442,220

Direct installment		27,831			115		(204	)		27,742
Direct installment purchased		429			—		—			429
Indirect installment		133,481			370		—			133,851
Home equity		126,588			605		959			128,152

Total consumer		288,329			1,090		755			290,174

Total loans		1,188,466			3,517		2,251			1,194,234
Allowance for loan losses		(18,270	)		—		—			(18,270	)

Net loans	$	1,170,196		$	3,517	$	2,251		$	1,175,964

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

Note 5 – 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 the five-year historical loss experience methodology is appropriate 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						Six Months Ended
	June 30						June 30
	2013			2012			2013		2012
	(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)
Balance at beginning of the period	$	19,565		$	19,412		$	18,270	$	18,882
Loans charged-off:
Commercial
Owner occupied real estate		6			3			138		3
Non owner occupied real estate		45			28			191		28
Residential development		—			—			—		—
Development & Spec Land Loans		—			—			—		—
Commercial and industrial		774			327			913		327

Total commercial		825			358			1,242		358
Real estate
Residential mortgage		416			115			559		204
Residential construction		—			—			—		—
Mortgage warehouse		—			—			—		—

Total real estate		416			115			559		204
Consumer
Direct Installment		88			58			195		171
Direct Installment Purchased		—			—			—		—
Indirect Installment		271			271			624		609
Home Equity		201			754			639		887

Total consumer		560			1,083			1,458		1,667

Total loans charged-off		1,801			1,556			3,259		2,229

Recoveries of loans previously charged-off:
Commercial
Owner occupied real estate		14			52			46		352
Non owner occupied real estate		1			—			3		7
Residential development		—			—			—		—
Development & Spec Land Loans		—			—			—		—
Commercial and industrial		111			28			147		53

Total commercial		126			80			196		412
Real estate
Residential mortgage		5			2			8		32
Residential construction		—			—			—		—
Mortgage warehouse		—			—			—		—

Total real estate		5			2			8		32
Consumer
Direct Installment		54			20			448		35
Direct Installment Purchased		—			—			—		—
Indirect Installment		202			189			372		390
Home Equity		—			18			32		84

Total consumer		256			227			852		509

Total loan recoveries		387			309			1,056		953

Net loans charged-off		1,414			1,247			2,203		1,276

Provision charged to operating expense
Commercial		(940	)		(391	)		802		(305	)
Real estate		675			35			986		646
Consumer		994			565			1,025		427

Total provision charged to operating expense		729			209			2,813		768

Balance at the end of the period	$	18,880		$	18,374		$	18,880	$	18,374

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(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.

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 90 days past due, and charges down to the net realizable value other secured loans when they are 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:


June 30, 2013	Commercial		Real Estate		Mortgage Warehousing		Consumer		Total
Allowance For Loan Losses
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	2,398	$	—	$	—	$	—	$	2,398
Collectively evaluated for impairment		5,128		3,734		1,610		6,010		16,482

Total ending allowance balance	$	7,526	$	3,734	$	1,610	$	6,010	$	18,880

Loans:
Individually evaluated for impairment	$	9,390	$	—	$	—	$	—	$	9,390
Collectively evaluated for impairment		494,174		183,250		155,442		278,867		1,111,733

Total ending loans balance	$	503,564	$	183,250	$	155,442	$	278,867	$	1,121,123


December 31, 2012	Commercial		Real Estate		Mortgage Warehousing		Consumer		Total
Allowance For Loan Losses
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	1,945	$	—	$	—	$	—	$	1,945
Collectively evaluated for impairment		5,826		3,204		1,705		5,590		16,325

Total ending allowance balance	$	7,771	$	3,204	$	1,705	$	5,590	$	18,270

Loans:
Individually evaluated for impairment	$	10,597	$	—	$	—	$	—	$	10,597
Collectively evaluated for impairment		451,243		190,292		251,928		290,174		1,183,637

Total ending loans balance	$	461,840	$	190,292	$	251,928	$	290,174	$	1,194,234

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

Note 6 – Non-performing Loans and Impaired Loans

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


June 30, 2013	Nonaccrual		Loans Past Due Over 90 Days Still Accruing		Non Performing TDR’s		Performing TDR’s		Total Non- Performing Loans
Commercial
Owner occupied real estate	$	451	$	—	$	79	$	784	$	1,314
Non owner occupied real estate		2,504		76		1,424		446		4,450
Residential development		—		—		—		—		—
Development & Spec Land Loans		733		—		—		—		733
Commercial and industrial		2,183		—		786		—		2,969

Total commercial		5,871		76		2,289		1,230		9,466

Real estate
Residential mortgage		3,795		3		2,866		2,415		9,079
Residential construction		—		—		287		—		287
Mortgage warehouse		—		—		—		—		—

Total real estate		3,795		3		3,153		2,415		9,366

Consumer
Direct Installment		410		31		—		—		441
Direct Installment Purchased		—		—		—		—		—
Indirect Installment		717		—		—		—		717
Home Equity		3,062		12		1,144		1,441		5,659

Total Consumer		4,189		43		1,144		1,441		6,817

Total	$	13,855	$	122	$	6,586	$	5,086	$	25,649


December 31, 2012	Nonaccrual		Loans Past Due Over 90 Days Still Accruing		Non Performing TDR’s		Performing TDR’s		Total Non- Performing Loans
Commercial
Owner occupied real estate	$	2,800	$	—	$	1,272	$	819	$	4,891
Non owner occupied real estate		1,705		—		1,605		446		3,756
Residential development		—		—		—		—		—
Development & Spec Land Loans		705		—		—		—		705
Commercial and industrial		544		—		797		—		1,341

Total commercial		5,754		—		3,674		1,265		10,693

Real estate
Residential mortgage		4,565		2		2,536		1,761		8,864
Residential construction		—		—		291		—		291
Mortgage warehouse		—		—		—		—		—

Total real estate		4,565		2		2,827		1,761		9,155

Consumer
Direct Installment		138		26		—		—		164
Direct Installment Purchased		—		—		—		—		—
Indirect Installment		866		26		—		—		892
Home Equity		2,051		—		148		676		2,875

Total Consumer		3,055		52		148		676		3,931

Total	$	13,374	$	54	$	6,649	$	3,702	$	23,779

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

Included in the $13.9 million of non-accrual loans and the $6.6 million of non-performing TDR’s at June 30, 2013 were $1.7 million and $841,000, 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 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 Operating Officer or the Senior Vice President of Operations 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. Nonaccrual 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 nonaccrual 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.

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 estimating fair value using the fair value of the collateral for collateral-dependent loans.

The Company’s TDRs are considered impaired loans and included in the allowance methodology using the guidance for impaired loans. At June 30, 2013, 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 June 30, 2013, the Company had $11.7 million in TDRs and $5.1 million were performing according to the restructured terms and no TDR’s were returned to accrual status in the first three months of 2013. There was $2.2 million of specific reserves allocated to TDRs at June 30, 2013 based on the collateral deficiencies.

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

Loans transferred and classified as troubled debt restructuring during the six months ended June 30, 2013 and 2012, segregated by class, are shown in the table below.


	June 30, 2013				June 30, 2012
	Number of Defaults		Unpaid Principal Balance		Number of Defaults		Unpaid Principal Balance
Commercial
Owner occupied real estate		—	$	—		—	$	—
Non owner occupied real estate		—		—		—		—
Residential development		—		—		—		—
Development & Spec Land Loans		—		—		—		—
Commercial and industrial		—		—		—		—

Total commercial		—		—		—		—

Real estate
Residential mortgage		5		758		1		332
Residential construction		—		—		—		—
Mortgage warehouse		—		—		—		—

Total real estate		5		758		1		332

Consumer
Direct Installment		—		—		—		—
Direct Installment Purchased		—		—		—		—
Indirect Installment		—		—		—		—
Home Equity		1		997		—		—

Total Consumer		1		997		—		—

Total		6	$	1,755		1	$	332

Troubled debt restructured loans which had payment defaults during the six months ended June 30, 2013 and 2012, segregated by class, are shown in the table below. Default occurs when a loan is 90 days or more past due or has been transferred to nonaccrual.


	June 30, 2013				June 30, 2012
	Number of Defaults		Unpaid Principal Balance		Number of Defaults		Unpaid Principal Balance
Commercial
Owner occupied real estate		—	$	—		—	$	—
Non owner occupied real estate		—		—		—		—
Residential development		—		—		—		—
Development & Spec Land Loans		—		—		—		—
Commercial and industrial		—		—		—		—

Total commercial		—		—		—		—

Real estate
Residential mortgage		3		239		2		410
Residential construction		—		—		—		—
Mortgage warehouse		—		—		—		—

Total real estate		3		239		2		410

Consumer
Direct Installment		—		—		—		—
Direct Installment Purchased		—		—		—		—
Indirect Installment		—		—		—		—
Home Equity		1		997		—		—

Total Consumer		1		997		—		—

Total		4	$	1,236		2	$	410

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

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


							Three Months Ending				Six Months Ending
June 30, 2013	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	$	1,142	$	1,146	$	—	$	1,750		13	$	1,785	$	27
Non owner occupied real estate		2,579		2,584		—		2,710		12		2,439		23
Residential development		—		—		—		—		—		—		—
Development & Spec Land Loans		60		60		—		64		—		45		—
Commercial and industrial		906		922		—		1,595		3		1,478		3

Total commercial		4,687		4,712		—		6,119		28		5,747		53

With an allowance recorded
Commercial
Owner occupied real estate		172		172		30		216		—		222		—
Non owner occupied real estate		1,795		1,795		1,097		1,799		—		1,809		—
Residential development		—		—		—		—		—		—		—
Development & Spec Land Loans		673		673		425		702		—		706		—
Commercial and industrial		2,063		2,075		846		2,072		20		1,433		20

Total commercial		4,703		4,715		2,398		4,789		20		4,170		20

Total	$	9,390	$	9,427	$	2,398	$	10,908	$	48	$	9,917	$	73


							Three Months Ending				Six Months Ending
June 30, 2012	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		Interest Income Recognized
With no recorded allowance
Commercial
Owner occupied real estate	$	1,350	$	1,350	$	—	$	1,403	$	—	$	1,343	$	2
Non owner occupied real estate		422		422		—		389		2		392		3
Residential development		—		—		—		—		—		—		—
Development & Spec Land Loans		14		14		—		5		1		2		1
Commercial and industrial		257		257		—		365		—		312		5

Total commercial		2,043		2,043		—		2,162		3		2,049		11

With an allowance recorded
Commercial
Owner occupied real estate		1,606		1,606		475		1,161		17		1,127		18
Non owner occupied real estate		3,682		3,684		1,100		3,685		—		3,524		—
Residential development		—		—		—		—		—		—		—
Development & Spec Land Loans		661		661		615		676		—		455		6
Commercial and industrial		804		804		273		806		—		811		—

Total commercial		6,753		6,755		2,463		6,328		17		5,917		24

Total	$	8,796	$	8,798	$	2,463	$	8,490	$	20	$	7,966	$	35

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

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


June 30, 2013	30 - 59 Days Past Due			60 - 89 Days Past Due			Greater than 90 Days Past Due			Total Past Due			Loans Not Past Due			Total
Commercial
Owner occupied real estate	$	525		$	506		$	—		$	1,031		$	158,348		$	159,379
Non owner occupied real estate		—			68			76			144			233,059			233,203
Residential development		—			—			—			—			245			245
Development & Spec Land Loans		—			—			—			—			12,988			12,988
Commercial and industrial		354			58			—			412			95,237			95,649

Total commercial		879			632			76			1,587			499,877			501,464

Real estate
Residential mortgage		330			2			3			335			173,697			174,032
Residential construction		—			—			—			—			8,133			8,133
Mortgage warehouse		—			—			—			—			154,962			154,962

Total real estate		330			2			3			335			336,792			337,127

Consumer
Direct Installment		135			18			31			184			27,915			28,099
Direct Installment Purchased		—			—			—			—			358			358
Indirect Installment		808			46			—			854			127,793			128,647
Home Equity		703			530			12			1,245			119,302			120,547

Total consumer		1,646			594			43			2,283			275,368			277,651

Total	$	2,855		$	1,228		$	122		$	4,205		$	1,112,037		$	1,116,242

Percentage of total loans		0.26	%		0.11	%		0.01	%		0.38	%		99.62	%

December 31, 2012	30 -59 Days Past Due			60 -89 Days Past Due			Greater than 90 Days Past Due			Total Past Due			Loans Not Past Due			Total
Commercial
Owner occupied real estate	$	2,207		$	19		$	—		$	2,226		$	160,468		$	162,694
Non owner occupied real estate		669			147			—			816			200,947			201,763
Residential development		—			—			—			—			1,056			1,056
Development & Spec Land Loans		—			—			—			—			6,963			6,963
Commercial and industrial		538			16			—			554			86,528			87,082

Total commercial		3,414			182			—			3,596			455,962			459,558

Real estate
Residential mortgage		167			—			2			169			181,281			181,450
Residential construction		—			—			—			—			7,681			7,681
Mortgage warehouse		—			—			—			—			251,448			251,448

Total real estate		167			—			2			169			440,410			440,579

Consumer
Direct Installment		240			64			26			330			27,501			27,831
Direct Installment Purchased		—			—			—			—			429			429
Indirect Installment		1,105			177			26			1,308			132,173			133,481
Home Equity		1,072			321			—			1,393			125,195			126,588

Total consumer		2,417			562			52			3,031			285,298			288,329

Total	$	5,998		$	744		$	54		$	6,796		$	1,181,670		$	1,188,466

Percentage of total loans		0.50	%		0.06	%		0.00	%		0.57	%		99.43	%

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.

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

•

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 of $500,000 or greater are validated by the Loan Committee, which is chaired by the Chief Operating Officer (COO).

•

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

•

The COO 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 foreclosure mitigation, loan extensions, troubled debt restructures, and collateral repossessions. The information reviewed in this meeting act as a precursor for developing management’s analysis of the adequacy of the Allowance for Loan and Lease Losses.

For 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 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 an eight-grade rating system to determine the credit quality of commercial loans. The first four 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.

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

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.

•

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 (Pass)

Loans in this category are considered to be of acceptable credit quality, but contain greater credit risk than Satisfactory loans due to weak balance sheets, marginal earnings or cash flow, lack of financial information, weakening markets, insufficient or questionable collateral coverage or other uncertainties. These loans warrant a higher than average level of monitoring to ensure that weaknesses do not advance. The level of risk in a Satisfactory/Monitored loan is within acceptable underwriting guidelines so long as the loan is given the proper level of management supervision. Loans that normally fall into this grade include construction of commercial real estate buildings, land development and subdivisions, and rental properties that have not attained stabilization.

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.

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

•

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.

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.

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

The following table presents loans by credit grades.


June 30, 2013	Pass			Special Mention			Substandard			Doubtful			Total
Commercial
Owner occupied real estate	$	147,937		$	3,247		$	8,195		$	—		$	159,379
Non owner occupied real estate		209,033			5,490			18,680			—			233,203
Residential development		245			—			—			—			245
Development & Spec Land Loans		9,618			96			3,274			—			12,988
Commercial and industrial		84,045			6,163			5,441			—			95,649

Total commercial		450,878			14,996			35,590			—			501,464

Real estate
Residential mortgage		164,953			—			9,079			—			174,032
Residential construction		7,846			—			287			—			8,133
Mortgage warehouse		154,962			—			—			—			154,962

Total real estate		327,761			—			9,366			—			337,127

Consumer
Direct Installment		27,658			—			441			—			28,099
Direct Installment Purchased		358			—			—			—			358
Indirect Installment		127,930			—			717			—			128,647
Home Equity		114,888			—			5,659			—			120,547

Total Consumer		270,834			—			6,817			—			277,651

Total	$	1,049,473		$	14,996		$	51,773		$	—		$	1,116,242

Percentage of total loans		94.02	%		1.34	%		4.64	%		0.00	%

December 31, 2012	Pass			Special Mention			Substandard			Doubtful			Total
Commercial
Owner occupied real estate	$	137,664		$	6,407		$	17,029		$	1,594		$	162,694
Non owner occupied real estate		171,319			19,440			10,717			287			201,763
Residential development		405			—			651			—			1,056
Development & Spec Land Loans		3,171			178			3,614			—			6,963
Commercial and industrial		78,810			3,136			5,136			—			87,082

Total commercial		391,369			29,161			37,147			1,881			459,558
Real estate
Residential mortgage		172,586			—			8,864			—			181,450
Residential construction		7,390			—			291			—			7,681
Mortgage warehouse		251,448			—			—			—			251,448

Total real estate		431,424			—			9,155			—			440,579
Consumer
Direct Installment		27,667			—			164			—			27,831
Direct Installment Purchased		429			—			—			—			429
Indirect Installment		132,589			—			892			—			133,481
Home Equity		123,713			—			2,875			—			126,588

Total Consumer		284,398			—			3,931			—			288,329

Total	$	1,107,191		$	29,161		$	50,233		$	1,881		$	1,188,466

Percentage of total loans		93.16	%		2.45	%		4.23	%		0.16	%

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

Note 7 – 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 6.14% on a notional amount of $30.5 million at June 30, 2013 and December 31, 2012. Under the agreements, 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 June 30, 2013 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 June 30, 2013 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 $83.5 million at June 30, 2013 and $81.0 million at December 31, 2012.

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 June 30, 2013, 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 AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

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


	Asset Derivative			Liability Derivatives
	June 30, 2013			June 30, 2013
Derivatives designated as hedging instruments (Unaudited)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate contracts	Loans	$	42	Other liabilities	$	368
Interest rate contracts	Other Assets		326	Other liabilities		3,474

Total derivatives designated as hedging instruments			368			3,842

Derivatives not designated as hedging instruments
Mortgage loan contracts	Other assets		450	Other liabilities		—

Total derivatives not designated as hedging instruments			450			—

Total derivatives		$	818		$	3,842


	Asset Derivative			Liability Derivatives
	December 31, 2012			December 31, 2012
Derivatives designated as hedging instruments (Unaudited)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate contracts	Loans	$	279	Other liabilities	$	2,214
Interest rate contracts	Other Assets		1,935	Other liabilities		5,493

Total derivatives designated as hedging instruments			2,214			7,707

Derivatives not designated as hedging instruments
Mortgage loan contracts	Other assets		858	Other liabilities		—

Total derivatives not designated as hedging instruments			858			—

Total derivatives		$	3,072		$	7,707

The effect of the derivative instruments on the condensed consolidated statement of income for the three and six month periods ending 2013 and 2012 is as follows:


	Amount of Loss Recognized in Other Comprehensive Income on Derivative (Effective Portion)					Amount of Loss Recognized in Other Comprehensive Income on Derivative (Effective Portion)
	Three Months Ended June 30					Six Months Ended June 30
Derivative in cash flow hedging relationship	2013		2012			2013		2012
Derivative in cash flow hedging relationship	(Unaudited)		(Unaudited)			(Unaudited)		(Unaudited)
Interest rate contracts	$	1,028	$	(785	)	$	1,313	$	(419	)

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 AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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


		Amount of Gain (Loss) Recognized on Derivative						Amount of Gain (Loss) Recognized on Derivative
		Three Months Ended June 30						Six Months Ended June 30
Derivative in fair value hedging relationship	Location of gain (loss)	2013			2012			2013			2012
Derivative in fair value hedging relationship	recognized on derivative	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Interest rate contracts	Interest income - loans	$	(1,444	)	$	298		$	(1,846	)	$	224
Interest rate contracts	Interest income - loans		1,444			(298	)		1,846			(224	)

Total		$	—		$	—		$	—		$	—


		Amount of Gain (Loss) Recognized on Derivative						Amount of Gain (Loss) Recognized on Derivative
		Three Months Ended June 30						Six Months Ended June 30
Derivative not designated as hedging relationship	Location of gain (loss)	2013			2012			2013			2012
Derivative not designated as hedging relationship	recognized on derivative	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Mortgage contracts	Other income - gain on sale of loans	$	(396	)	$	503		$	(408	)	$	280

Note 8 – 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 June 30, 2013. 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 mortgage obligations and mortgage-backed pools, private-label 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 AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(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, 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 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:


				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs			Significant Unobservable Inputs
	Fair Value			(Level 1)		(Level 2)			(Level 3)
June 30, 2013
Available-for-sale securities
U.S. Treasury and federal agencies	$	38,607		$	—	$	38,607		$	—
State and municipal		180,367			—		180,367			—
Federal agency collateralized mortgage obligations		108,803			—		108,803			—
Federal agency mortgage-backed pools		153,077			—		153,077			—
Private labeled mortgage-backed pools		1,554			—		1,554			—
Corporate notes		45			—		45			—

Total available-for-sale securities		482,453			—		482,453			—

Hedged loans		83,545			—		83,545			—
Forward sale commitments		450			—		450			—
Interest rate swap agreements		(3,842	)		—		(3,842	)		—
Commitments to originate loans		—			—		—			—

December 31, 2012
Available-for-sale securities
U.S. Treasury and federal agencies	$	51,779		$	—	$	51,779		$	—
State and municipal		172,905			—		172,905			—
Federal agency collateralized mortgage obligations		96,831			—		96,831			—
Federal agency mortgage-backed pools		159,204			—		159,204			—
Private labeled mortgage-backed pools		2,031			—		2,031			—
Corporate notes		51			—		51			—

Total available-for-sale securities		482,801			—		482,801			—

Hedged loans		81,018			—		81,018			—
Forward sale commitments		858			—		858			—
Interest rate swap agreements		(7,707	)		—		(7,707	)		—
Commitments to originate loans		—			—		—			—

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

Transfers between levels

Transfers between Levels 1, 2 and 3 and the reasons for those transfers are as follows:


	Quoted Prices
	in Active		Significant
	Markets for		Other			Significant
	Identical		Observable			Unobservable		Reason
	Assets		Inputs			Inputs		for
December 31, 2012	(Level 1)		(Level 2)			(Level 3)		Transfer
Transfers to level:

Hedged loans	$	—	$	59,911		$	—		(a	)
Forward sale commitments		—		510			—		(b	)
Interest rate swap agreements		—		(6,464	)		—		(a	)
Commitments to originate loans		—		(71	)		—		(b	)

Total transfers to level	$	—	$	53,886		$	—

(a)	- Valuation determined by widely accepted techniques including discounted cash flow analysis on expected cash flows of each derivative and observable market rate inputs such as yield curves and contractual terms on each instrument.

(b)	- Valuation determined by quoted prices for similar loans in the secondary market with an expected fallout rate (interest rate locked pipeline loans not expected to close). Fallout rate is not considered a significant input to the fair value in its entirety.

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying condensed consolidated balance sheet using significant unobservable (Level 3) inputs:


	Hedged Loans			Forward Sale Commitments			Interest Rate Swaps			Commitments to Originate Loans
Beginning balance December 31, 2011	$	54,362		$	662		$	(7,101	)	$	—
Total realized and unrealized gains and losses
Included in net income		(74	)		(152	)		74			(71	)
Included in other comprehensive income, gross		—			—			563			—
Purchases, issuances, and settlements		6,114			—			—			—
Principal payments		(491	)		—			—			—
Transfers out to Level 2		(59,911	)		(510	)		6,464			71

Ending balance December 31, 2012	$	—		$	—		$	—		$	—

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 June 30						Six Months Ended June 30
	2013			2012			2013			2012
Non Interest Income Total gains and losses from:	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Non Interest Income Total gains and losses from:
Hedged loans	$	(1,444	)	$	298		$	(1,846	)	$	224
Fair value interest rate swap agreements		1,444			(298	)		1,846			(224	)
Derivative loan commitments		(396	)		503			(408	)		280

	$	(396	)	$	503		$	(408	)	$	280

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

Certain other assets are measured at fair value on a nonrecurring basis in the ordinary course of business and are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment):


			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
June 30, 2013
Impaired loans	$	6,992	$	—	$	—	$	6,992
Mortgage servicing rights		5,892		—		—		5,892
December 31, 2012
Impaired loans	$	8,652	$	—	$	—	$	8,652
Mortgage servicing rights		5,145		—		—		5,145

Impaired (collateral dependent): Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral-dependent loans.

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value.

Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method. Fair value adjustments on impaired loans were $2.4 million at June 30, 2013 and $1.9 million at December 31, 2012.

Mortgage Servicing Rights (MSRs): MSRs do not trade in an active market with readily observable prices. Accordingly, the fair value of these assets is classified as Level 3. The Company determines the fair value of MSRs using an income approach model based upon the Company’s month-end interest rate curve and prepayment assumptions. The model utilizes assumptions to estimate future net servicing income cash flows, including estimates of time decay, payoffs and changes in valuation inputs and assumptions. The Company reviews the valuation assumptions against this market data for reasonableness and adjusts the assumptions if deemed appropriate. The carrying amount of the MSR’s was increased by $135,000 during the first six months of 2013 and by $64,000 in 2012 for the fair value.

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

The following table presents qualitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements, other than goodwill.


	Fair Value at June 30, 2013		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Impaired loans	$	6,992	Collateral based measurement	Discount to reflect current market conditions and ultimate collectability	10% - 15% (12%)
Mortgage servicing rights	$	5,892	Discounted cashflows	Discount rate, Constant prepayment rate, Probably of default	10% - 15% (12%), 4% - 7% (4.6%), 1% - 10% (4.5%)

	Fair Value at December 31, 2012		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Impaired loans	$	8,652	Collateral based measurement	Discount to reflect current market conditions and ultimate collectability	10% - 15% (12%)
Mortgage servicing rights	$	5,145	Discounted cashflows	Discount rate, Constant prepayment rate, Probably of default	10% - 15% (12%), 4% - 7% (4.6%), 1% - 10% (4.5%)

Note 9 – Fair Value of Financial Instruments

The estimated fair value amounts of the Company’s financial instruments were determined using available market information, current pricing information applicable to Horizon and various valuation methodologies. Where market quotations were not available, considerable management judgment was involved in the determination of estimated fair values. Therefore, the estimated fair value of financial instruments shown below may not be representative of the amounts at which they could be exchanged in a current or future transaction. Due to the inherent uncertainties of expected cash flows of financial instruments, the use of alternate valuation assumptions and methods could have a significant effect on the estimated fair value amounts.

The estimated fair values of financial instruments, as shown below, are not intended to reflect the estimated liquidation or market value of Horizon taken as a whole. The disclosed fair value estimates are limited to Horizon’s significant financial instruments at June 30, 2013 and December 31, 2012. These include financial instruments recognized as assets and liabilities on the consolidated balance sheet as well as certain off-balance sheet financial instruments. The estimated fair values shown below do not include any valuation of assets and liabilities, which are not financial instruments as defined by the FASB ASC fair value hierarchy.

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and Due from Banks — The carrying amounts approximate fair value.

Held-to-Maturity Securities — For debt securities held to maturity, fair values are based on quoted market prices or dealer quotes. For those securities where a quoted market price is not available, carrying amount is a reasonable estimate of fair value based upon comparison with similar securities.

Loans Held for Sale — The carrying amounts approximate fair value.

Net Loans — The fair value of portfolio loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The carrying amounts of loans held for sale approximate fair value.

FHLB and FRB Stock — Fair value of FHLB and FRB stock is based on the price at which it may be resold to the FHLB and FRB.

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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

Interest Receivable/Payable — The carrying amounts approximate fair value.

Deposits — The fair value of demand deposits, savings accounts, interest-bearing checking accounts and money market deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated by discounting the future cash flows using rates currently offered for deposits of similar remaining maturity.

Borrowings — Rates currently available to Horizon for debt with similar terms and remaining maturities are used to estimate fair values of existing borrowings.

Subordinated Debentures — Rates currently available for debentures with similar terms and remaining maturities are used to estimate fair values of existing debentures.

Commitments to Extend Credit and Standby Letter of Credit — The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. Due to the short-term nature of these agreements, carrying amounts approximate fair value.

The following table presents estimated fair values of the Company’s financial instruments and the level within the fair value hierarchy in which the fair value measurements fall (unaudited).


	June 30, 2013
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and due from banks	$	31,735	$	31,735	$	—	$	—
Investment securities, held to maturity		9,910		—		—		9,910
Loans held for sale		14,710		—		—		14,710
Loans excluding loan level hedges, net		1,014,873		—		—		1,031,387
Stock in FHLB and FRB		14,184		—		14,184		—
Interest receivable		7,749		—		7,749		—

Liabilities
Non-interest bearing deposits	$	213,700	$	213,700	$	—	$	—
Interest-bearing deposits		1,083,556		—		1,039,509		—
Borrowings		282,837		—		285,761		—
Subordinated debentures		32,409		—		32,379		—
Interest payable		931		—		931		—

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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


	December 31, 2012
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and due from banks	$	30,735	$	30,735	$	—	$	—
Loans held for sale		13,744		—		—		13,744
Loans excluding loan level hedges, net		1,089,215		—		—		1,118,255
Stock in FHLB and FRB		13,333		—		13,333		—
Interest receivable		7,716		—		7,716		—

Liabilities
Non-interest bearing deposits	$	209,200	$	209,200	$	—	$	—
Interest-bearing deposits		1,084,953		—		1,092,184		—
Borrowings		345,764		—		352,891		—
Subordinated debentures		32,331		—		32,268		—
Interest payable		560		—		560		—

Note 10 – Other Comprehensive Income


	Accumulated Other Comprehensive Income⁽¹⁾
Unaudited	Unrealized Gains (Losses) on Securities Available-for-Sale			Unrealized Gains (Losses) on Derivative Instruments			Total
Balance at December 31, 2012	$	12,671		$	(3,570	)	$	9,101

Other comprehensive income (loss) before reclassifications		(9,016	)		1,313			(7,703	)
Amounts reclassified from other comprehensive income		(239	)		—			(239	)

Period change		(9,255	)		1,313			(7,942	)

Balance at June 30, 2013	$	3,416		$	(2,257	)	$	1,159

Balance at December 31, 2011	$	11,036		$	(3,194	)	$	7,842

Other comprehensive income (loss) before reclassifications		1,352			(419	)		933
Amounts reclassified from other comprehensive income		—			—			—

Period change		1,352			(419	)		933

Balance at June 30, 2012	$	12,388		$	(3,613	)	$	8,775

⁽¹⁾	All amounts are net of tax. Related income tax expense or benefit is calculated using a combined Federal and State income tax rate approximating 35%.

HORIZON BANCORP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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


Details About Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income For the Three Months Ended June 30,				Affected Line Items in the Statement of Net Income
Unaudited	2013		2012
Securities available-for-sale ⁽¹⁾
Net securities gains reclassified into earnings	$	—	$	—	Gain on sale of investment securities
Related income tax expense		—		—	Income tax expense

Net effect on accumulated other comprehensive income for the period		—		—	Net of tax

Total reclassifications for the period	$	—	$	—	Net of tax



⁽¹⁾ For additional detail related to unrealized gains on securities and related amounts reclassified from accumulated other comprehensive income see Note 3, “Securities”

Details About Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income For the Six Months Ended June 30,					Affected Line Items in the Statement of Net Income
Unaudited	2013			2012
Securities available-for-sale ⁽¹⁾
Net securities gains reclassified into earnings	$	368		$	—	Gain on sale of investment securities
Related income tax expense		(129	)		—	Income tax expense

Net effect on accumulated other comprehensive income for the period		239			—	Net of tax

Total reclassifications for the period	$	239		$	—	Net of tax

⁽¹⁾	For additional detail related to unrealized gains on securities and related amounts reclassified from accumulated other comprehensive income see Note 3, “Securities”

Note 11 – Future accounting matters

Accounting Standards Update No. 2013-04 – Liabilities (Topic 405). On February 28, 2013, FASB issued ASU 2013-04. The amendments in this Update provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors.

The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF12D – Liabilities (Topic 405) which has been deleted.

The amendments in this Update are effective for fiscal years beginning after December 31, 2013. Early adoption is permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

Accounting Standards Update No. 2013-07 – Presentation of Financial Statements (Topic 205). On April 22, 2013, FASB issued ASU 2013-07. The objective of this Update is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2012-210 – Presentation of Financial Statements (Topic 205), which has been deleted.

The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

HORIZON BANCORP AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition

And Results of Operations

For the Three and Six Months Ended June 30, 2013

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward–Looking Statements

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to Horizon Bancorp (“Horizon” or the “Company”) and Horizon Bank, N.A. (the “Bank”). Horizon intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995, and is including this statement for the purposes of these safe harbor provisions. Statements in this report should be considered in conjunction with the other information available about Horizon, including the information in the other filings we make with the Securities and Exchange Commission. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “expect,” “estimate,” “project,” “intend,” “plan,” “believe,” “could,” “will” and similar expressions in connection with any discussion of future operating or financial performance. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements.

Actual results may differ materially, and adversely or positively, from the expectations of the Company that are expressed or implied by any forward-looking statement. Risks, uncertainties, and factors that could cause the Company’s actual results to vary materially from those expressed or implied by any forward-looking statement include but not limited to:

•

economic conditions and their impact on Horizon and its customers;

•

changes in the level and volatility of interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity;

•

estimates of fair value of certain of Horizon’s assets and liabilities;

•

volatility and disruption in financial markets;

•

prepayment speeds, loan originations, credit losses and market values, collateral securing loans and other assets;

•

sources of liquidity;

•

potential risk of environmental liability related to lending activities;

•

changes in the competitive environment in Horizon’s market areas and among other financial service providers;

•

legislation and/or regulation affecting the financial services industry as a whole, and Horizon and its subsidiaries in particular, including the effects resulting from the reforms enacted by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the adoption of regulations by regulatory bodies under the Dodd-Frank Act;

•

the impact of the Basel III capital rules as adopted by the federal banking agencies;

•

changes in regulatory supervision and oversight, including monetary policy and capital requirements;

•

changes in accounting policies or procedures as may be adopted and required by regulatory agencies;

•

rapid technological developments and changes;

•

containing costs and expenses;

•

the slowing or failure of economic recovery;

•

the ability of the U.S. federal government to manage federal debt limits; and

HORIZON BANCORP AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition

And Results of Operations

For the Three and Six Months Ended June 30, 2013

•

the risks of expansion through mergers and acquisitions, including unexpected credit quality problems with acquired loans, difficulty integrating acquired operations and material differences in the actual financial results of such transactions compared with Horizon’s initial expectations, including the full realization of anticipated cost savings.

Because such forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such statements. The foregoing list of important factors is not exclusive, and you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document or, in the case of documents incorporated by reference, the dates of those documents. We do not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on behalf of us. For a detailed discussion of the risks and uncertainties that may cause our actual results or performance to differ materially from the results or performance expressed or implied by forward-looking statements, see “Risk Factors” in Item 1A of Part I of our 2012 Annual Report on Form 10-K and in the subsequent reports we file with the SEC.

Overview

Horizon is a registered bank holding company incorporated in Indiana and headquartered in Michigan City, Indiana. Horizon provides a broad range of banking services in Northwestern and Central Indiana and Southwestern Michigan through its bank subsidiary. Horizon operates as a single segment, which is commercial banking. Horizon’s common stock is traded on the NASDAQ Global Market under the symbol HBNC. The Bank was chartered as a national banking association in 1873 and has operated continuously since that time. The Bank is a full-service commercial bank offering commercial and retail banking services, corporate and individual trust and agency services, and other services incident to banking.

Horizon continues to operate in a challenging economic and banking environment. Within the Company’s primary market areas of Northwest and Central Indiana and Southwest Michigan, unemployment rates increased during 2009 and have remained elevated through the first six months of 2013. This rise in unemployment has been driven by multiple factors including slowdowns in commercial industries as well as a continued lower activity in the housing and construction industries. The Company’s higher than historical levels of non-performing loans at June 30, 2013 and over the past three years can be attributed to the continued slow economy worldwide and continued high local unemployment, which have resulted in lower business revenues. The acquisition of Heartland on July 17, 2012, further added to the non-performing credits. Despite these economic factors and events, Horizon has continued to post record results through the first six months of 2013.

On July 17, 2012, Horizon completed the acquisition of Heartland Bancshares, Inc. and its wholly owned subsidiary, Heartland Community Bank, which was merged into Horizon Bank. Under the final terms of the acquisition, the exchange ratio was 0.81 shares of Horizon’s common stock for each outstanding share of Heartland common stock. Heartland shares outstanding at the closing were 1,442,449, and the shares of Horizon common stock issued to Heartland shareholders totaled 1,168,383. Horizon’s stock price was $16.83 per share at the close of business on July 17, 2012. Based upon these numbers, the total value of the consideration, including the retirement of TARP, for the acquisition was $26.9 million.

Following are some highlights of Horizon’s financial performance through the second quarter of 2013:

•

Second quarter 2013 net income rose 15.4% compared to the same period in 2012 to $5.7 million or $.62 diluted earnings per share, the highest quarterly net income in the Company’s history.

•

Net income for the first six months of 2013 rose 15.3% compared to the same period in 2012 to $11.0 million or $1.20 diluted earnings per share, the highest first half net income in the Company’s history.

HORIZON BANCORP AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition

And Results of Operations

For the Three and Six Months Ended June 30, 2013

•

Net interest income, before provisions for loan losses, for the first six months of 2013 was $32.6 million compared with $26.2 million for the same period of 2012.

•

Non-interest income rose 22.3% to $14.3 million for the first six months of 2013 compared with $11.7 million for the same period of 2012.

•

Return on average assets was 1.29% for the second quarter of 2013 and 1.25% for the first six months of 2013.

•

Return on average common equity was 14.67% for the second quarter of 2013 and 14.31% for the first six months of 2013.

•

Total loans increased $27.9 million during the quarter and $120.5 million compared to June 30, 2012 to $1.1 billion at June 30, 2013.

•

Commercial loans increased $29.1 million during the quarter and $145.7 million compared to June 30, 2012 to $502.2 million at June 30, 2013, marking the first time in Horizon’s history that commercial loans surpassed the $500 million milestone.

•

Tangible book value per share decreased to $14.42 at June 30, 2013, compared to $14.64 and $14.81 at March 31, 2013 and June 30, 2012, respectively, reflecting the decrease in accumulated other comprehensive income and the increase in outstanding shares as a result of the Heartland acquisition.

•

Horizon Bank’s capital ratios, including Tier 1 Capital to Average Assets of 8.84% and Total Capital to Risk Weighted Assets of 13.22% as of June 30, 2013, continue to be well above the regulatory standards for well-capitalized banks.

Critical Accounting Policies

The notes to the consolidated financial statements included in Item 8 of the Company’s Annual Report on Form 10-K for 2012 contain a summary of the Company’s significant accounting policies. Certain of these policies are important to the portrayal of the Company’s financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Management has identified as critical accounting policies the allowance for loan losses, intangible assets, mortgage servicing rights, hedge accounting and valuation measurements.

Allowance for Loan Losses

An allowance for loan losses is maintained to absorb probable incurred loan losses inherent in the loan portfolio. The determination of the allowance for loan losses is a critical accounting policy that involves management’s ongoing quarterly assessments of the probable incurred losses inherent in the loan portfolio. The identification of loans that have probable incurred losses is subjective; therefore, a general reserve is maintained to cover all probable losses within the entire loan portfolio. Horizon utilizes a loan grading system that helps identify, monitor and address asset quality problems in an adequate and timely manner. Each quarter, various factors affecting the quality of the loan portfolio are reviewed. Large credits are reviewed on an individual basis for loss potential. Other loans are reviewed as a group based upon previous trends of loss experience. Horizon also reviews the current and anticipated economic conditions of its lending market as well as transaction risk to determine the effect they may have on the loss experience of the loan portfolio.

Goodwill and Intangible Assets

Management believes that the accounting for goodwill and other intangible assets also involves a higher degree of judgment than most other significant accounting policies. FASB ASC 350-10 establishes standards for the amortization of acquired intangible assets and impairment assessment of goodwill. At June 30, 2013, Horizon had core deposit intangibles of $3.7 million subject to amortization and $19.7 million of goodwill, which is not subject to amortization. Goodwill arising from business combinations represents the value attributable to unidentifiable intangible assets in the business acquired. Horizon’s goodwill relates to the value inherent in the banking industry and that value is dependent upon the ability of Horizon to provide

HORIZON BANCORP AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition

And Results of Operations

For the Three and Six Months Ended June 30, 2013

quality, cost effective banking services in a competitive marketplace. The goodwill value is supported by revenue that is in part driven by the volume of business transacted. A decrease in earnings resulting from a decline in the customer base or the inability to deliver cost effective services over sustained periods can lead to impairment of goodwill that could adversely affect earnings in future periods. FASB ASC 350-10 requires an annual evaluation of goodwill for impairment. The evaluation of goodwill for impairment requires the use of estimates and assumptions. Market price at the close of business on June 30, 2013 was $20.41 per share compared to a book value of $17.14 per common share. Horizon reported record earnings for the thirteenth consecutive year in 2012, and the first six months of 2013 were the highest six months of net income in the Company’s history.

Horizon has concluded that, based on its own internal evaluation, the recorded value of goodwill is not impaired.

Mortgage Servicing Rights

Servicing assets are recognized as separate assets when rights are acquired through purchase or through the sale of financial assets on a servicing-retained basis. Capitalized servicing rights are amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. Servicing assets are evaluated regularly for impairment based upon the fair value of the rights as compared to amortized cost. Impairment is determined by stratifying servicing rights by predominant characteristics, such as interest rates, original loan terms and whether the loans are fixed or adjustable rate mortgages. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. When the book value of an individual stratum exceeds its fair value, an impairment reserve is recognized so that each individual stratum is carried at the lower of its amortized book value or fair value. In periods of falling market interest rates, accelerated loan prepayment can adversely affect the fair value of these mortgage-servicing rights relative to their book value. In the event that the fair value of these assets was to increase in the future, Horizon can recognize the increased fair value to the extent of the impairment allowance but cannot recognize an asset in excess of its amortized book value. Future changes in management’s assessment of the impairment of these servicing assets, as a result of changes in observable market data relating to market interest rates, loan prepayment speeds, and other factors, could impact Horizon’s financial condition and results of operations either positively or negatively.

Generally, when market interest rates decline and other factors favorable to prepayments occur, there is a corresponding increase in prepayments as customers refinance existing mortgages under more favorable interest rate terms. When a mortgage loan is prepaid, the anticipated cash flows associated with servicing that loan are terminated, resulting in a reduction of the fair value of the capitalized mortgage servicing rights. To the extent that actual borrower prepayments do not react as anticipated by the prepayment model (i.e., the historical data observed in the model does not correspond to actual market activity), it is possible that the prepayment model could fail to accurately predict mortgage prepayments and could result in significant earnings volatility. To estimate prepayment speeds, Horizon utilizes a third-party prepayment model, which is based upon statistically derived data linked to certain key principal indicators involving historical borrower prepayment activity associated with mortgage loans in the secondary market, current market interest rates and other factors, including Horizon’s own historical prepayment experience. For purposes of model valuation, estimates are made for each product type within the mortgage servicing rights portfolio on a monthly basis. In addition, on a quarterly basis Horizon engages a third party to independently test the value of its servicing asset.

Derivative Instruments

As part of the Company’s asset/liability management program, Horizon utilizes, from time-to-time, interest rate floors, caps or swaps to reduce the Company’s sensitivity to interest rate fluctuations. These are derivative instruments, which are recorded as assets or liabilities in the consolidated balance sheets at fair

HORIZON BANCORP AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition

And Results of Operations

For the Three and Six Months Ended June 30, 2013

value. Changes in the fair values of derivatives are reported in the consolidated income statements or other comprehensive income (“OCI”) depending on the use of the derivative and whether the instrument qualifies for hedge accounting. The key criterion for the hedge accounting is that the hedged relationship must be highly effective in achieving offsetting changes in those cash flows that are attributable to the hedged risk, both at inception of the hedge and on an ongoing basis.

Horizon’s accounting policies related to derivatives reflect the guidance in FASB ASC 815-10. Derivatives that qualify for the hedge accounting treatment are designated as either: a hedge of the fair value of the recognized asset or liability or of an unrecognized firm commitment (a fair value hedge) or a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (a cash flow hedge). For fair value hedges, the cumulative change in fair value of both the hedge instruments and the underlying loans is recorded in non-interest income. For cash flow hedges, changes in the fair values of the derivative instruments are reported in OCI to the extent the hedge is effective. The gains and losses on derivative instruments that are reported in OCI are reflected in the consolidated income statement in the periods in which the results of operations are impacted by the variability of the cash flows of the hedged item. Generally, net interest income is increased or decreased by amounts receivable or payable with respect to the derivatives, which qualify for hedge accounting. At inception of the hedge, Horizon establishes the method it uses for assessing the effectiveness of the hedging derivative and the measurement approach for determining the ineffective aspect of the hedge. The ineffective portion of the hedge, if any, is recognized currently in the consolidated statements of income. Horizon excludes the time value expiration of the hedge when measuring ineffectiveness.

Valuation Measurements

Valuation methodologies often involve a significant degree of judgment, particularly when there are no observable active markets for the items being valued. Investment securities, residential mortgage loans held for sale and derivatives are carried at fair value, as defined in FASB ASC 820, which requires key judgments affecting how fair value for such assets and liabilities is determined. In addition, the outcomes of valuations have a direct bearing on the carrying amounts of goodwill, mortgage servicing rights, and pension and other post-retirement benefit obligations. To determine the values of these assets and liabilities, as well as the extent, to which related assets may be impaired, management makes assumptions and estimates related to discount rates, asset returns, prepayment speeds and other factors. The use of different discount rates or other valuation assumptions could produce significantly different results, which could affect Horizon’s results of operations.

HORIZON BANCORP AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition

And Results of Operations

For the Three and Six Months Ended June 30, 2013

Financial Condition

On June 30, 2013, Horizon’s total assets were $1.8 billion, a decrease of approximately $62.3 million compared to December 31, 2012. This decrease was primarily due to the reduction of $96.5 million in mortgage warehouse loans, partially offset by an increase in commercial loans of $41.8 million.

Investment securities were comprised of the following as of:


	June 30, 2013				December 31, 2012
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Available for sale
U.S. Treasury and federal agencies	$	39,071	$	38,607	$	51,458	$	51,779
State and municipal		176,838		180,367		162,147		172,905
Federal agency collateralized mortgage obligations		108,607		108,803		95,337		96,831
Federal agency mortgage-backed pools		151,146		153,077		152,372		159,204
Private labeled mortgage-backed pools		1,502		1,554		1,960		2,031
Corporate notes		32		45		32		51

Total available for sale investment securities	$	477,196	$	482,453	$	463,306	$	482,801

Held to maturity, State and Municipal	$	9,910	$	9,910	$	—	$	—

Total investment securities increased by approximately $9.6 million at June 30, 2013 compared to December 31, 2012.

Net loans decreased $73.7 million since December 31, 2012. This decrease was the result of a reduction in mortgage warehouse loans of $96.5 million, consumer loans of $11.2 million and residential mortgage loans of $7.1 million, partially offset by an increase in commercial loans of $41.8 million. The decrease in the Company’s mortgage warehousing business reflects lower demand from increased long-term interest rate movements, seasonality and the decline in the demand for mortgage refinance business. The decrease in consumer and residential mortgage loans resulted from loan payments and payoffs outpacing origination volume. The increase in commercial loans is the direct result of increased calling efforts to increase Horizon’s market share within the Company’s footprint and market expansion.

Total deposits increased $3.1 million during the first six months of 2013. This increase was the result of non-interest bearing deposit accounts increasing by $4.5 million due to increased calling and marketing efforts and interest bearing deposit accounts increasing by $3.0 million primarily due to increased consumer deposits, partially offset by a decrease in time deposits of $4.4 million during the first six months of 2013.

The Company’s borrowings decreased $62.9 million from December 31, 2012 as the short-term funding needed for mortgage warehouse loans declined and deposits increased. At June 30, 2013, the Company had $75 million of short-term funds borrowed compared to $157.0 million at December 31, 2012. The Company reduces short-term borrowings to offset decreases in mortgage warehouse lending when it is determined that the loan demand will decrease as a result of refinancing activity. In addition, the Company’s current balance sheet strategy is to utilize a reasonable level of short-term borrowings during extended low rate environments in addition to what is needed for the fluctuations in mortgage warehouse lending.

Stockholders’ equity totaled $160.2 million at June 30, 2013 compared to $159.0 million at December 31, 2012. The increase in stockholders’ equity during the period was the result of the generation of net income partially offset by a decrease in accumulated other comprehensive income and dividends declared. At June 30, 2013, the ratio of average stockholders’ equity to average assets was 9.34% compared to 8.71% for December 31, 2012. Book value per common share at June 30, 2013 increased to $17.14 compared to $17.00 at December 31, 2012.

HORIZON BANCORP AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition

And Results of Operations

For the Three and Six Months Ended June 30, 2013

Results of Operations

Overview

Consolidated net income for the three-month period ended June 30, 2013 was $5.7 million, an increase of 15.4% from the $4.9 million for the same period in 2012. Earnings per common share for the three months ended June 30, 2013 were $0.65 basic and $0.62 diluted, compared to $0.65 basic and $0.62 diluted for the same three-month period in 2012. Additional income from the growth in commercial loans and the realization of synergies from the Heartland transaction contributed to the record earnings in the second quarter of 2013 as mortgage warehousing balances declined.

Consolidated net income for the six-month period ended June 30, 2013 was $11.0 million, an increase of 15.3% from the $9.5 million for the same period in 2012. Earnings per common share for the six months ended June 30, 2013 were $1.25 basic and $1.20 diluted, compared to $1.25 basic and $1.21 diluted for the same six-month period in 2012. Diluted earnings per share decreased by $.01 compared with the same six-month period in 2012 due to an increase in dilutive shares and additional shares issued in the Heartland acquisition. Growth in commercial loans and realizing the synergies from the Heartland transaction contributed to the record earnings in the first half of 2013 as mortgage warehousing balances decreased.

Net Interest Income

The largest component of net income is net interest income. Net interest income is the difference between interest income, principally from loans and investment securities, and interest expense, principally on deposits and borrowings. Changes in the net interest income are the result of changes in volume and the net interest spread, which affects the net interest margin. Volume refers to the average dollar levels of interest-earning assets and interest-bearing liabilities. Net interest spread refers to the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. Net interest margin refers to net interest income divided by average interest-earning assets and is influenced by the level and relative mix of interest-earning assets and interest-bearing liabilities.

Net interest income during the three months ended June 30, 2013 was $16.6 million, an increase of $3.6 million over the $13.0 million earned during the same period in 2012. Yields on the Company’s interest-earning assets increased by 26 basis points to 5.05% from 4.79% for the three months ended June 30, 2013 and 2012, respectively. Interest income increased $3.5 million from $16.5 million for the three months ended June 30, 2012 to $20.0 million for the same period in 2013. This increase was primarily due to an increase in interest earning assets and the recognition of approximately $2.4 million of interest income from Heartland loan discounts being accreted and loans paying off before their scheduled maturity. In addition, the asset yields on loans receivable has not declined at the same pace as some market indices partially due to interest rate floors that are in place on approximately $330.6 million of the Company’s $513.0 million of adjustable rate loans.

Rates paid on interest-bearing liabilities decreased by 15 basis points for the three months ended June 30, 2013 compared to the same period in 2012 due to the lower short-term interest rate environment. Interest expense decreased $115,000 from $3.5 million for the three months ended June 30, 2012 to $3.4 million for the same period in 2013. This decrease was due to the lower rates being paid on the Company’s interest bearing liabilities. The net interest margin increased 42 basis points from 3.79% for the three months ended June 30, 2012 to 4.21% for the same period in 2013. The increase in the margin for the three months ended June 30, 2013 compared to the same period in 2012 was due to the recognition of approximately $2.4 million of interest income from Heartland loan discounts being accreted and loans paying off before their scheduled maturity, along with a reduction in the rate paid on interest bearing liabilities. Excluding the interest income recognized from the loan discounts, the margin would have been 3.61% for the three-month period ending June 30, 2013.

HORIZON BANCORP AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition

And Results of Operations

For the Three and Six Months Ended June 30, 2013

The following are the average balance sheets for the three months ending:


	Three Months Ended								Three Months Ended
	June 30, 2013								June 30, 2012
	Average Balance			Interest		Average Rate			Average Balance			Interest		Average Rate
ASSETS
Interest-earning assets
Federal funds sold	$	5,690		$	3		0.21	%	$	1,348		$	1		0.30	%
Interest-earning deposits		10,289			5		0.19	%		1,908			1		0.21	%
Investment securities - taxable		369,382			2,039		2.21	%		349,118			2,244		2.59	%
Investment securities - non-taxable (1)		131,474			1,024		4.53	%		105,822			950		5.01	%
Loans receivable (2)(3)(4)		1,109,345			16,906		6.12	%		961,174			13,327		5.58	%

Total interest-earning assets (1)		1,626,180			19,977		5.05	%		1,419,370			16,523		4.79	%
Noninterest-earning assets
Cash and due from banks		23,544								15,913
Allowance for loan losses		(19,572	)							(19,295	)
Other assets		133,658								95,472

	$	1,763,810							$	1,511,460

LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing liabilities
Interest-bearing deposits	$	1,091,285		$	1,445		0.53	%	$	924,464		$	1,526		0.66	%
Borrowings		240,681			1,456		2.43	%		278,357			1,519		2.19	%
Subordinated debentures		32,172			501		6.25	%		31,446			472		6.04	%

Total interest-bearing liabilities		1,364,138			3,402		1.00	%		1,234,267			3,517		1.15	%
Noninterest-bearing liabilities
Demand deposits		218,433								133,848
Accrued interest payable and other liabilities		16,492								13,269
Shareholders’ equity		164,747								130,076

	$	1,763,810							$	1,511,460

Net interest income/spread				$	16,575		4.05	%				$	13,006		3.64	%

Net interest income as a percent of average interest earning assets (1)							4.21	%							3.79	%

(1)	Securities balances represent daily average balances for the fair value of securities. The average rate is calculated based on the daily average balance for the amortized cost of securities. Interest rate is presented on a tax equivalent basis.

(2)	Includes fees on loans. The inclusion of loan fees does not have a material effect on the average interest rate.

(3)	Non-accruing loans for the purpose of the computations above are included in the daily average loan amounts outstanding. Loan totals are shown net of unearned income and deferred loans fees.

(4)	Loan fees and late fees included in interest on loans.

Net interest income during the six months ended June 30, 2013 was $32.6 million, an increase of $6.4 million over the $26.2 million earned during the same period in 2012. Yields on the Company’s interest-earning assets increased by 16 basis points to 5.02% for the six months ended June 30, 2013 from 4.86% for the same period in 2012. Interest income increased $6.1 million from $33.3 million for the six months ended June 30, 2012 to $39.4 million for the same period in 2013. This increase was primarily due to an increase in interest earning assets and the recognition of approximately $4.3 million of interest income from Heartland loan discounts being accreted and loans paying off before their scheduled maturity.

HORIZON BANCORP AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition

And Results of Operations

For the Three and Six Months Ended June 30, 2013

Rates paid on interest-bearing liabilities decreased by 16 basis points for the six months ended June 30, 2013 compared to the same period in 2012 due to the lower short-term interest rate environment. Interest expense decreased $324,000 from $7.1 million for the six-months ended June 30, 2012 to $6.8 million for the same period in 2013. This decrease was due to lower rates being paid on the Company’s interest bearing liabilities partially offset with a higher volume of interest bearing liabilities. The net interest margin increased 33 basis points from 3.84% for the six months ended June 30, 2012 to 4.17% for the same period in 2013. The increase in the margin for the six months ended June 30, 2013 compared to the same period in 2012 was due to the recognition of approximately $4.3 million of interest income from Heartland loan discounts being accreted and loans paying off before their scheduled maturity, along with a reduction in the rate paid on interest bearing liabilities. Excluding the interest income recognized from the loan discounts, the margin would have been 3.66% for the six-month period ending June 30, 2013.

The following are the average balance sheets for the six months ending:


	Six Months Ended								Six Months Ended
	June 30, 2013								June 30, 2012
	Average Balance			Interest		Average Rate			Average Balance			Interest		Average Rate
ASSETS
Interest-earning assets
Federal funds sold	$	9,171		$	10		0.22	%	$	3,340		$	4		0.24	%
Interest-earning deposits		8,920			9		0.20	%		2,159			2		0.19	%
Investment securities—taxable		372,394			4,050		2.19	%		346,645			4,554		2.64	%
Investment securities—non-taxable (1)		126,758			1,991		4.95	%		106,857			1,930		5.19	%
Loans receivable (2)(3)(4)		1,113,770			33,346		6.05	%		956,701			26,859		5.65	%

Total interest-earning assets (1)		1,631,013			39,406		5.02	%		1,415,702			33,349		4.86	%
Noninterest-earning assets
Cash and due from banks		23,780								15,849
Allowance for loan losses		(19,124	)							(19,355	)
Other assets		134,689								95,986

	$	1,770,358							$	1,508,182

LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing liabilities
Interest-bearing deposits	$	1,102,991		$	2,925		0.53	%	$	916,889		$	3,165		0.69	%
Borrowings		242,364			2,904		2.42	%		285,981			3,038		2.14	%
Subordinated debentures		32,265			992		6.20	%		31,446			942		6.02	%

Total interest-bearing liabilities		1,377,620			6,821		1.00	%		1,234,316			7,145		1.16	%
Noninterest-bearing liabilities
Demand deposits		211,568								132,813
Accrued interest payable and other liabilities		17,384								13,387
Shareholders’ equity		163,786								127,666

	$	1,770,358							$	1,508,182

Net interest income/spread				$	32,585		4.02	%				$	26,204		3.69	%

Net interest income as a percent of average interest earning assets (1)							4.17	%							3.84	%

(1)	Securities balances represent daily average balances for the fair value of securities. The average rate is calculated based on the daily average balance for the amortized cost of securities. Interest rate is presented on a tax equivalent basis.

(2)	Includes fees on loans. The inclusion of loan fees does not have a material effect on the average interest rate.

(3)	Non-accruing loans for the purpose of the computations above are included in the daily average loan amounts outstanding. Loan totals are shown net of unearned income and deferred loans fees.

(4)	Loan fees and late fees included in interest on loans.

HORIZON BANCORP AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition

And Results of Operations

For the Three and Six Months Ended June 30, 2013

Provision for Loan Losses

Horizon assesses the adequacy of its Allowance for Loan and Lease Losses (“ALLL”) by regularly reviewing the performance of its loan portfolios. During the second quarter of 2013, a provision for loan losses of $729,000 was required to adequately fund the ALLL compared to a provision of $209,000 for the same period of 2012. Commercial loan net charge-offs during the second quarter of 2013 were $700,000, residential mortgage loan net charge-offs were $411,000, and consumer loan net charge-offs were $303,000 and were partially provided for in previous periods. The higher provision for loan losses during the second quarter of 2013 was related to organic growth in the Company’s loan portfolio. The ALLL balance at June 30, 2013 was $18.9 million or 1.67% of total loans. This compares to an ALLL balance of $18.3 million at December 31, 2012 or 1.52% of total loans and $18.4 million at June 30, 2012 or 1.83% of total loans. The increase in the ratio at June 30, 2013 compared to December 31, 2012 was primarily due to a decrease in total loans of $73.1 million. The decrease in the ratio at June 30, 2013 compared to June 30, 2012 was primarily due to the increase in total loans resulting from the Heartland acquisition in which loans were recorded at fair value with no allowance allocated to them at June 30, 2013.

For the six months ended June 30, 2013, the provision for loan losses totaled $2.8 million compared to $768,000 million in the prior year for the same period. The higher provision for loan losses during the six months ended June 30, 2013 was related to organic growth in the Company’s loan portfolio and $1.5 million of additional loan loss provision expense related to credit losses from certain Heartland loans that exceeded the loan discounts recorded at the time of the acquisition.

No assurance can be given that Horizon will not, in any particular period, sustain loan losses that are significant in relation to the amount reserved, or that subsequent evaluations of the loan portfolio, in light of factors then prevailing, including economic conditions and management’s ongoing quarterly assessments of the portfolio, will not require increases in the allowance for loan losses. Horizon considers the allowance for loan losses to be appropriate to cover probable incurred losses in the loan portfolio as of June 30, 2013.

Non-performing loans totaled $25.6 million as of June 30, 2013, up from $23.8 million as of December 31, 2012 and $20.8 million as of June 30, 2012. Non-performing consumer loans increased $2.9 million from December 31, 2012, which was partially offset by a decrease of $1.2 million in non-performing commercial loans. The increase in non-performing consumer loans from December 31, 2012 was primarily due to the addition of three large home equity lines of credit totaling $2.0 million, which have specific reserves included in the allowance for loan losses. The increase from June 30, 2012 was due to the Heartland acquisition.

Excluding Heartland loans, non-performing loans totaled $19.5 million at June 30, 2013, an increase of $3.0 million from $16.5 million at December 31, 2012 and a decrease of $1.3 million from $20.8 million at June 30, 2012. As a percentage of total loans, non-performing loans were 2.27% at June 30, 2013, up from 1.97% at December 31, 2012 and 2.07% at June 30, 2012.

At June 30, 2013, loans acquired in the Heartland acquisition represented $6.2 million in non-performing, $16.2 million in substandard and $728,000 in delinquent loans, which compares to $7.3 million in non-performing, $18.1 million in substandard and $3.4 million in delinquent loans represented at December 31, 2012. Other Real Estate Owned (OREO) totaled $1.8 million on June 30, 2013, down from $2.6 million on December 31, 2012 and up from $889,000 on June 30, 2012.

HORIZON BANCORP AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition

And Results of Operations

For the Three and Six Months Ended June 30, 2013

Non-interest Income

The following is a summary of changes in non-interest income:


	Three Months Ended
	June 30 2013		June 30 2012		Amount Change			Percent Change
Non-interest Income
Service charges on deposit accounts	$	988	$	763	$	225			29.5	%
Wire transfer fees		203		213		(10	)		-4.7	%
Interchange fees		1,060		714		346			48.5	%
Fiduciary activities		1,047		982		65			6.6	%
Gain on sale of mortgage loans		2,807		3,411		(604	)		-17.7	%
Mortgage servicing net of impairment		302		170		132			77.6	%
Increase in cash surrender value of bank owned life insurance		257		235		22			9.4	%
Other income		185		67		118			176.1	%

Total non-interest income	$	6,849	$	6,555	$	294			4.5	%

Service charges on deposit accounts were $225,000 higher and interchange fees were $346,000 higher during the second quarter of 2013 compared to the same period in 2012 primarily due to an increase in transaction accounts and volume. Fiduciary activities increased $65,000 during the second quarter compared to the same period in 2012 due to customer and market value growth. The residential mortgage loan activity during the second quarter of 2013 generated $2.8 million of income from the gain on sale of mortgage loans, down $604,000 from the same period in 2012. This decrease was due to less favorable pricing on loans sold. Loans originated for sale during the second quarter of 2013 were $103.0 million compared to $98.3 million for the same period in 2012. Mortgage servicing net of impairment increased by $132,000 during the second quarter of 2013 compared to the same period in 2012 due to an impairment recovery of $102,000.


	Six Months Ended
	June 30 2013		June 30 2012		Amount Change			Percent Change
Non-interest Income
Service charges on deposit accounts	$	1,901	$	1,475	$	426			28.9	%
Wire transfer fees		393		395		(2	)		-0.5	%
Interchange fees		1,926		1,342		584			43.5	%
Fiduciary activities		2,187		1,957		230			11.8	%
Gain on sale of securities		368		—		368			NM
Gain on sale of mortgage loans		5,913		5,685		228			4.0	%
Mortgage servicing net of impairment		465		260		205			78.8	%
Increase in cash surrender value of bank owned life insurance		509		460		49			10.7	%
Other income		647		123		524			426.0	%

Total non-interest income	$	14,309	$	11,697	$	2,612			22.3	%

Service charges on deposit accounts were $426,000 higher and interchange fees were $584,000 higher during the first six months of 2013 compared to the same period in 2012 primarily due to an increase in transaction accounts and volume. Fiduciary activities increased $230,000 during the first six months of 2013 compared to the same period in 2012 due to customer and market value growth. In addition, Horizon incurred a gain on the sale of securities of $368,000 during the first half of 2013 as the result of an analysis that determined that market conditions provided the opportunity to add gains to capital without negatively impacting long-term earnings. The residential mortgage loan activity during the first six months of 2013 generated $5.9 million of income from the gain on sale of mortgage loans, up $228,000 from the same period in 2012. This increase was due to additional volume, partially offset by less favorable pricing on loans sold. Loans originated for sale during the first half of 2013 were $198.0 million compared to $178.6 million for the same period in 2012. Mortgage servicing net of impairment increased by $205,000 during the first half of 2013

HORIZON BANCORP AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition

And Results of Operations

For the Three and Six Months Ended June 30, 2013

compared to the same period in 2012 due to an impairment recovery of $135,000. In addition, there was a larger portfolio of mortgage loans serviced during the first half of 2013 compared to the same period of 2012. Other income increased $524,000 primarily due to $277,000 of gains on the sale of other real estate owned and $102,000 of recoveries from loans that had been charged off by Heartland prior to the acquisition.

Non-interest Expense

The following is a summary of changes in non-interest expense:


	Three Months Ended
	June 30 2013		June 30 2012		Amount Change			Percent Change
Non-interest expense
Salaries	$	5,282	$	4,206	$	1,076			25.6	%
Commission and bonuses		1,100		1,120		(20	)		-1.8	%
Employee benefits		1,339		1,213		126			10.4	%
Net occupancy expenses		1,295		976		319			32.7	%
Data processing		818		603		215			35.7	%
Professional fees		454		583		(129	)		-22.1	%
Outside services and consultants		486		526		(40	)		-7.6	%
Loan expense		1,402		866		536			61.9	%
FDIC deposit insurance		268		250		18			7.2	%
Other losses		163		162		1			0.6	%
Other expense		2,188		1,675		513			30.6	%

Total non-interest expense	$	14,795	$	12,180	$	2,615			21.5	%

Total non-interest expenses were $2.6 million higher in the second quarter of 2013 compared to the second quarter of 2012. Salaries, commissions and employee benefits increased $1.2 million compared to the same quarter in 2012 primarily due to changes to annual merit pay, employee benefits costs, commissions earned and bonus accruals. In addition, compensation and net occupancy expenses were higher due to the Heartland acquisition and directly related to Horizon’s investment in growth markets. The increase in loan expense during the second quarter of 2013 compared to the prior year was related to an increase in loan origination, indirect dealer fees, collection and workout costs. Other expenses increased $513,000 in the second quarter of 2013 compared to the same period in 2012 primarily due to the Company’s growth and expansion efforts.


	Six Months Ended
	June 30 2013		June 30 2012		Amount Change			Percent Change
Non-interest expense
Salaries	$	10,461	$	8,140	$	2,321			28.5	%
Commission and bonuses		2,139		1,966		173			8.8	%
Employee benefits		2,625		2,396		229			9.6	%
Net occupancy expenses		2,606		2,030		576			28.4	%
Data processing		1,418		1,129		289			25.6	%
Professional fees		953		1,117		(164	)		-14.7	%
Outside services and consultants		1,198		997		201			20.2	%
Loan expense		2,516		1,568		948			60.5	%
FDIC deposit insurance		551		507		44			8.7	%
Other losses		91		192		(101	)		-52.6	%
Other expense		4,216		3,298		918			27.8	%

Total non-interest expense	$	28,774	$	23,340	$	5,434			23.3	%

HORIZON BANCORP AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition

And Results of Operations

For the Three and Six Months Ended June 30, 2013

Total non-interest expenses were $5.4 million higher in the first six months of 2013 compared to the same period of 2012. Salaries, commissions and employee benefits increased $2.7 million compared to the same period in 2012 primarily due to changes to annual merit pay, employee benefits costs, commissions earned and bonus accruals. In addition, compensation and net occupancy expenses were higher due to the Heartland acquisition and directly related to Horizon’s investment in growth markets. The increase in the six months of 2013 in outside services and consultants of $201,000 compared to the same period in the prior year was due to growth and increased products and services provided by the Company. The increase in loan expense during the first six months of 2013 compared to the prior year of $948,000 was related to an increase in loan origination, indirect dealer fees, collection and workout costs. Other losses improved $101,000 year over year due to the reversal of a previously required reserve for potential repurchases of sold loans that were resolved without a loss. Other expenses increased $918,000 in the first half of 2013 compared to the same period in 2012 primarily due to the Company’s growth and expansion efforts.

Income Taxes

Income tax expense for the second quarter of 2013 was $2.2 million compared to $2.3 million of tax expense for same period of 2012. The effective tax rate for the second quarter of 2013 was 28.3% compared to 31.5% in the same period of 2012. The decrease in the effective tax rate is primarily due to tax planning strategies implemented in the second quarter of 2013 including a captive real estate investment trust subsidiary (“REIT”) and a captive insurance subsidiary reducing both the federal and state tax liabilities.

Income tax expense for the first half of 2013 was $4.3 million compared to $4.3 million of tax expense for same period of 2012. The effective tax rate for the first half of 2013 was 28.3% compared to 31.0% in the same period of 2012. The decrease in the effective tax rate is primarily due to tax planning strategies implemented in the first half of 2013 including a captive real estate investment trust subsidiary (“REIT”) and a captive insurance subsidiary reducing both the federal and state tax liabilities.

Liquidity

The Bank maintains a stable base of core deposits provided by long-standing relationships with individuals and local businesses. These deposits are the principal source of liquidity for Horizon. Other sources of liquidity for Horizon include earnings, loan repayment, investment security sales and maturities, proceeds from the sale of residential mortgage loans, and borrowing relationships with correspondent banks, including the FHLB. During the six months ended June 30, 2013, cash and cash equivalents decreased by approximately $1.0 million. At June 30, 2013, in addition to liquidity available from the normal operating, funding, and investing activities of Horizon, the Bank had approximately $346.5 million in unused credit lines with various money center banks, including the FHLB and the FRB Discount Window compared to $349.6 million at December 31, 2012 and $295.2 million at June 30, 2012.

Capital Resources

The capital resources of Horizon and the Bank exceeded regulatory capital ratios for “well capitalized” banks at June 30, 2013. Stockholders’ equity totaled $160.2 million as of June 30, 2013, compared to $159.0 million as of December 31, 2012. For the three months ended June 30, 2013, the ratio of average stockholders’ equity to average assets was 9.34% compared to 8.71% for the three months ended December 31, 2012. The increase in stockholders’ equity during the period was the result of the generation of net income partially offset by a decrease in accumulated other comprehensive income and dividends declared.

The Company currently intends to continue its participation in the Small Business Lending Fund, pursuant to which it issued preferred stock to the US Treasury, since the growth in the Company’s small business lending has reduced the dividend cost. For the three months ending June 30, 2013, the dividend cost was approximately $95,670, or 3.1% annualized. For the third quarter of 2013, the dividend cost will be

HORIZON BANCORP AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition

And Results of Operations

For the Three and Six Months Ended June 30, 2013

approximately $62,500, or 2.0% annualized. For the fourth quarter of 2013, the dividend cost will be approximately $62,500, or 2.0% annualized. The Company plans to reserve cash for the ability to redeem this preferred stock if and when the cost of this capital exceeds other forms of capital.

Horizon declared common stock dividends in the amount of $0.20 per share during the first six months of 2013 compared to $0.17 for the same period of 2012. The dividend payout ratio (dividends as a percent of basic earnings per share) was 16.1% and 13.9% for the first six months of 2013 and 2012, respectively. For additional information regarding dividends, see Horizon’s Annual Report on Form 10-K for 2012.

Basel III

On July 2, 2013, the Board of Governors of the Federal Reserve System announced its approval of the final rule to implement the Basel III regulatory capital reforms, among other changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Office of the Comptroller of the Currency, as well as the Federal Deposit Insurance Corporation, adopted the new rule on July 9, 2013. The approved rule includes a new minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5% as well as a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The rule also raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and includes a minimum leverage ratio of 4% for all banking institutions

The phase-in for banking organizations such as Horizon and the Bank will not begin until January 2015, while the phase-in period for larger banks starts in January 2014. Horizon and the Bank are currently evaluating the impact of the implementation of the new capital and liquidity standards.

HORIZON BANCORP AND SUBSIDIARIES

Quantitative and Qualitative Disclosures About Market Risk

For the Three and Six Months Ended June 30, 2013

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Refer to Horizon’s 2012 Annual Report on Form 10-K for analysis of its interest rate sensitivity. Horizon believes there have been no significant changes in its interest rate sensitivity since it was reported in its 2012 Annual Report on Form 10-K.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation Of Disclosure Controls And Procedures

Based on an evaluation of disclosure controls and procedures as of June 30, 2013, Horizon’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of Horizon’s disclosure controls (as defined in Exchange Act Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on such evaluation, such officers have concluded that, as of the evaluation date, Horizon’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by Horizon in the reports it files under the Exchange Act is recorded, processed, summarized and reported within the time specified in Securities and Exchange Commission rules and forms and are designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management as appropriate to allow timely decisions regarding disclosure.

Changes In Internal Control Over Financial Reporting

Horizon’s management, including its Chief Executive Officer and Chief Financial Officer, also have concluded that during the fiscal quarter ended June 30, 2013, there have been no changes in Horizon’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Horizon’s internal control over financial reporting.

HORIZON BANCORP AND SUBSIDIARIES

Part II – Other Information

For the Three and Six Months Ended June 30, 2013

ITEM 1.

LEGAL PROCEEDINGS

Horizon and its subsidiaries are involved in various legal proceedings incidental to the conduct of their business. Management does not expect that the outcome of any such proceedings will have a material adverse effect on our consolidated financial position or results of operations.

ITEM 1A.

RISK FACTORS

There have been no material changes from the factors previously disclosed under Item 1A of Horizon’s Annual Report on Form 10-K for 2012.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not Applicable

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4.

MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5.

OTHER INFORMATION

Not Applicable

HORIZON BANCORP AND SUBSIDIARIES

Part II – Other Information

For the Three and Six Months Ended June 30, 2013

ITEM 6.

EXHIBITS

(a) Exhibits


Exhibit No.		Description

3		Amended and Restated Bylaws, as amended through April 16, 2013

10.1		Horizon Bancorp 2013 Omnibus Equity Incentive Plan

10.2		Form of Nonqualified Stock Option Agreement

10.3		Form of Nonqualified Stock Option Agreement (Restrictive Covenant)

10.4		Form of Performance Share Award Agreement

10.5		Form of Performance Share Award Agreement (Restrictive Covenant)

31.1		Certification of Craig M. Dwight

31.2		Certification of Mark E. Secor

32		Certification of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		Interactive Data Files*

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						HORIZON BANCORP

Dated: August 8, 2013						/s/ Craig M. Dwight
						Craig M. Dwight
						Chief Executive Officer

Dated: August 8, 2013						/s/ Mark E. Secor
						Mark E. Secor
						Chief Financial Officer

INDEX TO EXHIBITS


Exhibit No.	Description	Location

3	Amended and Restated Bylaws, as amended through April 16, 2013	Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on April 18, 2013

10.1	Horizon Bancorp 2013 Omnibus Equity Incentive Plan	Incorporated by reference to Exhibit 4 to the Registrant’s Registration Statement on Form S-8 filed on June 18, 2013

10.2	Form of Nonqualified Stock Option Agreement	Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 18, 2013

10.3	Form of Nonqualified Stock Option Agreement (Restrictive Covenant)	Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on June 18, 2013

10.4	Form of Performance Share Award Agreement	Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on June 18, 2013

10.5	Form of Performance Share Award Agreement (Restrictive Covenant)	Incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed on June 18, 2013

31.1	Certification of Craig M. Dwight	Attached

31.2	Certification of Mark E. Secor	Attached

32	Certification of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Attached

101	Interactive Data Files*	Attached