Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM 10-Q
FORM
10-Q
____________________________
☒
☒QUARTERLY REPORT UNDERPURSUANT TO SECTION 13 OR 15
(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20192020
OR
☐
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from tofrom________to
Commission file number
0-10792
____________________________
HORIZON BANCORP, INC.
(Exact name of registrant as specified in its charter)
____________________________
Indiana
35-1562417
(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)
515 Franklin Street, Michigan City, Indiana
515 Franklin Street, Michigan City, Indiana 46360
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (219)
879-0211
Former name, former address and former fiscal year, if changed since last report: N/A
____________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Trading
Symbol(s)
Name of each exchange

on which registered
Common stock, no par value
HBNC
HBNC
The NASDAQ Stock Market, LLC
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes
☒
x No
☐
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
Large Accelerated Filer
x
☒
Accelerated Filer
☐
Non-accelerated Filer
☐
☐
Smaller Reporting Company
☐
Emerging growth company
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.
☐
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).
Yes
☐
¨No ☒
☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 44,969,77143,874,353 shares of Common Stock, no par value, at November
6
, 2019.
August 3, 2020.


Table of Contents
HORIZON BANCORP, INC.
FORM
10-Q
INDEX
3
3
4
5
6
78
810
4652
6574
6574
6676
6676
6677
6678
6678
6
678
Exhibits78
6
7
6878
6980

2
Table of Contents
PART 1 — FINANCIAL INFORMATION
ITEM 1.
ITEM 1. FINANCIAL STATEMENTS
HORIZON BANCORP, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Dollar Amounts in Thousands)
June 30,
2020		December 31,
2019
(Unaudited)
Assets
Cash and due from banks$170,135  $98,831  
Interest-earning time deposits9,247  8,455  
Investment securities, available for sale935,140  834,776  
Investment securities, held to maturity (fair value of $201,818 and $215,147)190,935  207,899  
Loans held for sale15,913  4,088  
Loans, net of allowance for loan losses of $55,090 and $17,6673,923,292  3,619,174  
Premises and equipment, net92,232  92,209  
Federal Home Loan Bank stock23,608  22,447  
Goodwill151,238  151,238  
Other intangible assets24,782  26,679  
Interest receivable20,185  18,828  
Cash value of life insurance95,709  95,577  
Other assets86,846  66,628  
Total assets$5,739,262  $5,246,829  
Liabilities
Deposits
Non-interest bearing$981,868  $709,760  
Interest bearing3,325,731  3,221,242  
Total deposits4,307,599  3,931,002  
Borrowings583,073  549,741  
Subordinated debentures58,824  —  
Junior subordinated debentures issued to capital trusts56,437  56,311  
Interest payable2,353  3,062  
Other liabilities78,770  50,690  
Total liabilities5,087,056  4,590,806  
Commitments and contingent liabilities
Stockholders’ Equity
Preferred stock, Authorized, 1,000,000 shares, Issued 0 shares—  —  
Common stock, no par value, Authorized 99,000,000 shares
Issued 43,846,947 and 45,000,840 shares, Outstanding 43,821,878 and 44,975,771 shares—  —  
Additional paid-in capital361,087  379,853  
Retained earnings269,849  269,738  
Accumulated other comprehensive income21,270  6,432  
Total stockholders’ equity652,206  656,023  
Total liabilities and stockholders’ equity$5,739,262  $5,246,829  
         
 
September 30
  
December 31
 
 
2019
  
2018
 
Assets
      
Cash and due from b
a
nks
 $
91,279
  $
58,492
 
Interest-earning time deposits
  
8,455
   
15,744
 
Investment securities, available for sale
  
767,230
   
600,348
 
Investment securities, held to maturity (fair value of $217,718 and $208,273)
  
210,306
   
210,112
 
Loans held for sale
  
1,060
   
1,038
 
Loans, net of allowance for loan losses of $17,956 and $17,820
  
3,648,669
   
2,995,512
 
Premises and equipment, net
  
92,800
   
74,331
 
Federal Home Loan Bank stock
  
22,447
   
18,073
 
Goodwill
  
151,238
   
119,880
 
Other intangible assets
  
27,658
   
10,390
 
Interest receivable
  
18,282
   
14,239
 
Cash value of life insurance
  
95,011
   
88,062
 
Other assets
  
52,279
   
40,467
 
         
Total assets
 
$
 
 
5,186,714
  $
 
 
4,246,688
 
         
Liabilities
       
Deposits
      
Non-interest
bearing
 $
756,707
  $
642,129
 
Interest bearing
  
3,159,250
   
2,497,247
 
         
Total deposits
  
3,915,957
   
3,139,376
 
Borrowings
  
516,591
   
550,384
 
Subordinated debentures
  
56,250
   
37,837
 
Interest payable
  
2,725
   
2,031
 
Other liabilities
  
52,480
   
25,068
 
         
Total liabilities
  
4,544,003
   
3,754,696
 
         
Commitments and contingent liabilities
        
Stockholders’ Equity
      
Preferred stock, Authorized, 1,000,000 shares, Issued 0 shares
  
—  
   
—  
 
Common stock, 0 par value, Authorized 99,000,000 shares
      
Issued 44,994,090 and 38,400,476 shares,
Outstanding 44,969,021 and 38,375,407 shares
  
—  
   
—  
 
Additional
paid-in
capital
  
379,448
   
276,101
 
Retained earnings
  
256,617
   
224,035
 
Accumulated other comprehensive income (loss)
  
6,646
   
(8,144
)
         
Total stockholders’ equity
  
642,711
   
491,992
 
         
Total liabilities and stockholders’ equity
 $
5,186,714
  $
4,246,688
 
         
See notes to condensed consolidated financial statements

3
HORIZON BANCORP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(Unaudited)
(Dollar Amounts in Thousands, Except Per Share Data)
Three Months Ended June 30Six Months Ended June 30
2020201920202019
Interest Income
Loans receivable$43,918  $47,784  $88,876  $87,407  
Investment securities - taxable2,321  3,273  5,219  6,395  
Investment securities - tax exempt4,105  2,793  7,903  5,421  
Total interest income50,344  53,850  101,998  99,223  
Interest Expense
Deposits4,506  8,938  12,222  15,814  
Borrowed funds2,074  2,495  4,312  6,116  
Subordinated debentures58  —  58  —  
Junior subordinated debentures issued to capital trusts710  888  1,485  1,484  
Total interest expense7,348  12,321  18,077  23,414  
Net Interest Income42,996  41,529  83,921  75,809  
Credit loss expense7,057  896  15,657  1,260  
Net Interest Income after Credit Loss Expense35,939  40,633  68,264  74,549  
Non-interest Income
Service charges on deposit accounts1,888  2,480  4,334  4,357  
Wire transfer fees230  167  401  285  
Interchange fees2,327  2,160  4,223  3,521  
Fiduciary activities1,765  2,063  4,293  4,152  
Gains on sale of investment securities (includes $248 and $(100) for the three months ended June 30, 2020 and 2019, respectively, and $587 and $(85) for the six months ended June 30, 2020 and 2019, respectively, related to accumulated other comprehensive earnings reclassifications)248  (100) 587  (85) 
Gain on sale of mortgage loans6,620  2,078  10,093  3,387  
Mortgage servicing income net of impairment(2,760) 570  (2,735) 1,176  
Increase in cash value of bank owned life insurance557  555  1,111  1,068  
Death benefit on bank owned life insurance—  367  233  367  
Other income250  558  648  1,382  
Total non-interest income11,125  10,898  23,188  19,610  
Non-interest Expense
Salaries and employee benefits15,629  16,951  32,220  31,417  
Net occupancy expenses3,190  3,148  6,442  5,920  
Data processing2,432  2,139  4,837  4,105  
Professional fees518  598  1,054  1,091  
Outside services and consultants1,759  1,655  3,674  5,185  
Loan expense2,692  2,048  4,791  3,997  
FDIC insurance expense235  365  385  525  
Other losses193  169  313  273  
Other expense3,784  4,511  7,865  8,809  
Total non-interest expense30,432  31,584  61,581  61,322  
Income Before Income Taxes16,632  19,947  29,871  32,837  
Income tax expense (includes $52 and $(21) for the three months ended June 30, 2020 and 2019, respectively, and $123 and $(18) for the six months ended June 30, 2020 and 2019, respectively, related to income tax expense from reclassification items)1,993  3,305  3,577  5,379  
Net Income$14,639  $16,642  $26,294  $27,458  
Basic Earnings Per Share$0.33  $0.37  $0.59  $0.65  
Diluted Earnings Per Share0.33  0.37  0.59  0.65  
                 
 
Three Months Ended
  
Nine Months Ended
 
 
September 30
  
September 30
 
 
2019
  
2018
  
2019
  
2018
 
Interest Income
            
Loans receivable
 
$
 
 
49,455
  $
 
 
37,522
  
$
 
 
136,862
  $
 
 
108,961
 
Investment securities
            
Taxable
  
3,157
   
2,739
   
9,552
   
7,732
 
Tax exempt
  
3,099
   
2,010
   
8,520
   
5,745
 
                 
Total interest income
  
55,711
   
42,271
   
154,934
   
122,438
 
                 
Interest Expense
            
Deposits
  
9,109
   
5,023
   
24,923
   
11,814
 
Borrowed funds
  
2,275
   
2,876
   
8,391
   
8,127
 
Subordinated debentures
  
864
   
600
   
2,348
   
1,764
 
                 
Total interest expense
  
12,248
   
8,499
   
35,662
   
21,705
 
                 
Net Interest Income
  
43,463
   
33,772
   
119,272
   
100,733
 
Provision for loan losses
  
376
   
1,176
   
1,636
   
2,378
 
                 
Net Interest Income after Provision for Loan Losses
  
43,087
   
32,596
   
117,636
   
98,355
 
                 
Non-interest
Income
            
Service charges on deposit accounts
  
2,836
   
2,009
   
7,193
   
5,804
 
Wire transfer fees
  
189
   
160
   
474
   
490
 
Interchange fees
  
2,138
   
1,410
   
5,659
   
4,293
 
Fiduciary activities
  
1,834
   
1,855
   
5,986
   
5,598
 
Gains (losses) on sale of investment securities (includes $0 and $(122) for the three months ended September 30, 2019 and 2018, respectively, and $(85) and $(111) for the nine months ended September 30, 2019 and nine months ended September 30, 2018 related to accumulated other comprehensive earnings reclassifications)
  
—  
   
(122
)  
(85
)  
(111
)
Gain on sale of mortgage loans
  
2,702
   
1,839
   
6,089
   
5,158
 
Mortgage servicing income net of impairment
  
444
   
563
   
1,620
   
1,423
 
Increase in cash value of bank owned life insurance
  
556
   
503
   
1,624
   
1,380
 
Death benefit on bank owned life insurance
  
213
   
—  
   
580
   
154
 
Other income
  
602
   
469
   
1,984
   
1,747
 
                 
Total
non-interest
income
  
11,514
   
8,686
   
31,124
   
25,936
 
                 
Non-interest
Expense
            
Salaries and employee benefits
  
16,948
   
14,343
   
48,365
   
42,525
 
Net occupancy expenses
  
3,131
   
2,495
   
9,051
   
7,981
 
Data processing
  
2,140
   
1,759
   
6,245
   
5,062
 
Professional fees
  
335
   
437
   
1,426
   
1,314
 
Outside services and consultants
  
1,552
   
1,204
   
6,737
   
3,735
 
Loan expense
  
2,198
   
1,722
   
6,195
   
4,504
 
FDIC insurance expense
  
(273
)  
396
   
252
   
1,051
 
Other losses
  
90
   
161
   
363
   
576
 
Other expense
  
3,939
   
3,103
   
12,748
   
9,651
 
                 
Total
non-interest
expense
  
30,060
   
25,620
   
91,382
   
76,399
 
                 
Income Before Income Taxes
  
24,541
   
15,662
   
57,378
   
47,892
 
Income tax expense (includes $0 and $(25) for the three months ended September 30, 2019 and 2018, respectively, and $(18) and $(23) for the nine months ended September 30, 2019 and nine months ended September 30, 2018 related to income tax expense (benefit) from reclassification items)
  
4,004
   
2,597
   
9,383
   
7,908
 
                 
Net Income
 $
20,537
  $
13,065
  $
47,995
  $
39,984
 
                 
Basic Earnings Per Share 
 $
0.46
  $
0.34
  $
1.12
  $
1.04
 
Diluted Earnings Per Share 
  
0.46
   
0.34
   
1.11
   
1.04
 
See notes to condensed consolidated financial statements

4
HORIZON BANCORP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollar Amounts in Thousands)
Three Months Ended June 30Six Months Ended June 30
2020201920202019
Net Income$14,639  $16,642  $26,294  $27,458  
Other Comprehensive Income
Change in fair value of derivative instruments:
Change in fair value of derivative instruments for the period(135) (1,901) (4,100) (3,007) 
Income tax effect28  399  861  631  
Changes from derivative instruments(107) (1,502) (3,239) (2,376) 
Change in securities:
Unrealized appreciation for the period on AFS securities15,507  6,933  23,499  18,627  
Amortization from transfer of securities from available for sale to held to maturity securities1  (30) (29) (68) 
Reclassification adjustment for securities gains realized in income(248) 100  (587) 85  
Income tax effect(3,205) (1,472) (4,806) (3,917) 
Unrealized gains on securities12,055  5,531  18,077  14,727  
Other Comprehensive Income, Net of Tax11,948  4,029  14,838  12,351  
Comprehensive Income$26,587  $20,671  $41,132  $39,809  
                 
 
Three Months Ended
  
Nine Months Ended
 
 
September 30
  
September 30
 
 
2019
  
2018
  
2019
  
2018
 
Net Income
 
$
 
 
20,537
  $
 
 
13,065
  
$
 
 
47,995
  $
39,984
 
                 
Other Comprehensive Income (Loss)
            
Change in fair value of derivative instruments:
            
Change in fair value of derivative instruments for the period
  
(864
)  
639
   
(3,871
)  
1,752
 
Income tax effect
  
182
   
(134
)  
813
   
(368
)
                 
Changes from derivative instruments
  
(682
)  
505
   
(3,058
)  
1,384
 
                 
Change in securities:
            
Unrealized appreciation (depreciation) for the period on AFS securities
  
3,963
   
(3,712
)  
22,591
   
(12,655
)
Amortization from transfer of securities from available for sale to
held to maturity securities
  
(15
)  
(55
)  
(83
)  
(153
)
Reclassification adjustment for securities (gains) losses realized in income
  
—
   
122
   
85
   
111
 
Income tax effect
  
(827
)  
764
   
(4,745
)  
2,667
 
                 
Unrealized gains (losses) on securities
  
3,121
   
(2,881
)  
17,848
   
(10,030
)
                 
Other Comprehensive Income (Loss), Net of Tax
  
2,439
   
(2,376
)  
14,790
   
(8,646
)
                 
Comprehensive Income
 $
22,976
  $
10,689
  $
62,785
  $
31,338
 
                 
See notes to condensed consolidated financial statements

5
HORIZON BANCORP, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Stockholders’ Equity
(Unaudited)
(Dollar Amounts in Thousands, Except Per Share Data)

Three Months Ended
Preferred
Stock		Common
Stock		Additional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income		Total
Balances, April 1, 2019$—  $—  $378,963  $230,327  $178  $609,468  
Net income—  —  —  16,642  —  16,642  
Other comprehensive income, net of tax—  —  —  —  4,029  4,029  
Amortization of unearned compensation—  —  210  —  —  210  
Exercise of stock options—  —  38  —  —  38  
Stock option expense—  —  58  —  —  58  
Stock issued stock plans—  —  1,466  —  —  1,466  
Cash dividends on common stock ($0.12 per share)—  —  —  (5,450) —  (5,450) 
Balances, June 30, 2019$—  $—  $380,735  $241,519  $4,207  $626,461  
Balances, April 1, 2020$—  $—  $361,019  $260,501  $9,322  $630,842  
Net income—  —  —  14,639  —  14,639  
Other comprehensive income, net of tax—  —  —  —  11,948  11,948  
Amortization of unearned compensation—  —  (79) —  —  (79) 
Exercise of stock options—  —  (98) —  —  (98) 
Stock option expense—  —  27  —  —  27  
Stock issued stock plans—  —  218  —  —  218  
Cash dividends on common stock ($0.12 per share)—  —  —  (5,291) —  (5,291) 
Balances, June 30, 2020$—  $—  $361,087  $269,849  $21,270  $652,206  

                         
 
Three Months Ended
 
 
Preferred
Stock
  
Common
Stock
  
Additional
Paid-in

Capital
  
Retained
Earnings
  
Accumulated
Other
Comprehensive
Income (Loss)
  
Total
 
Balances, July 1, 2018
 $
 
 
 —  
  
$
 
 
 
 
—  
  
$
 
 
275,587
  
$
 
 
205,535
  $
(10,587
) 
$
 
 
470,535
 
Net income
  
—  
   
—  
   
—  
   
13,065
   
—  
   
13,065
 
Other comprehensive loss, net of tax
  
—  
   
—  
   
—  
   
—  
   
(2,376
)  
(2,376
)
Amortization of unearned compensation
  
—  
   
—  
   
124
   
—  
   
—  
   
124
 
Exercise of stock options
  
—  
   
—  
   
49
   
—  
   
—  
   
49
 
Stock option expense
  
—  
   
—  
   
44
   
—  
   
—  
   
44
 
Cash dividends on common stock
($0.10 per share)
  
—  
   
—  
   
—  
   
(3,847
)  
—  
   
(3,847
)
                         
Balances, September 30, 2018
 $
 —  
  $
 —  
  $
275,804
  $
214,753
  $
(12,963
) $
477,594
 
                         
Balances, July 1, 2019
 $
 —  
  $
 —  
  $
380,735
  $
241,519
  $
4,207
  $
626,461
 
Net income
  
—  
   
—  
   
—  
   
20,537
   
—  
   
20,537
 
Other comprehensive income, net of tax
  
—  
   
—  
   
—  
   
—  
   
2,439
   
2,439
 
Amortization of unearned compensation
  
—  
   
—  
   
202
   
—  
   
—  
   
202
 
Exercise of stock options
  
—  
   
—  
   
7
   
—  
   
—  
   
7
 
Stock option expense
  
—  
   
—  
   
50
   
—  
   
—  
   
50
 
Stock issued stock plans
  
—  
   
—  
   
49
   
—  
   
—  
   
49
 
Repurchase of outstanding stock
  
—  
   
—  
   
(1,595
)  
—  
   
—  
   
(1,595
)
Cash dividends on common stock
($0.12 per share)
  
—  
   
—  
   
—  
   
(5,439
)  
—  
   
(5,439
)
                         
Balances, September 30, 2019
 $
 —  
  $
 —  
  $
379,448
  $
256,617
  $
6,646
  $
642,711
 
                         
    
 
Nine Months Ended
 
 
Preferred
Stock
  
Common
Stock
  
Additional
Paid-in

Capital
  
Retained
Earnings
  
Accumulated
Other
Comprehensive
Income (Loss)
  
Total
 
Balances, January 1, 2018
 $
 —  
  $
 —  
  $
275,059
  $
185,570
  $
(3,551
) $
457,078
 
Net income
  
—  
   
—  
   
—  
   
39,984
   
—  
   
39,984
 
Other comprehensive loss, net of tax
  
—  
   
—  
   
—  
   
—  
   
(8,646
)  
(8,646
)
Amortization of unearned compensation
  
—  
   
—  
   
45
   
—  
   
—  
   
45
 
Exercise of stock options
  
—  
   
—  
   
493
   
—  
   
—  
   
493
 
Stock option expense
  
—  
   
—  
   
207
   
—  
   
—  
   
207
 
Reclassification of tax adjustment on
accumulated other comprehensive
loss
  
—  
   
—  
   
—  
   
766
   
(766
)  
—  
 
Cash dividends on common stock
($0.30 per share)
 
(Restated - See Note 1)
  
—  
   
—  
   
—  
   
(11,567
)  
—  
   
(11,567
)
                         
Balances, September 30, 2018
 $
 —  
  $
 —  
  $
275,804
  $
214,753
  $
(12,963
) $
477,594
 
                         
Balances, January 1, 2019
 $
 —  
  $
 —  
  $
276,101
  $
224,035
  $
(8,144
) $
491,992
 
Net income
  
—  
   
—  
   
—  
   
47,995
   
—  
   
47,995
 
Other comprehensive income, net of tax
  
—  
   
—  
   
—  
   
—  
   
14,790
   
14,790
 
Amortization of unearned compensation
  
—  
   
—  
   
503
   
—  
   
—  
   
503
 
Exercise of stock options
  
—  
   
—  
   
162
   
—  
   
—  
   
162
 
Stock option expense
  
—  
   
—  
   
165
   
—  
   
—  
   
165
 
Stock issued stock plans
  
—  
   
—  
   
1,390
   
—  
   
—  
   
1,390
 
Stock issued in Salin acquisition
  
—  
   
—  
   
102,722
   
—  
   
—  
   
102,722
 
Repurchase of outstanding stock
  
—  
   
—  
   
(1,595
)  
—  
   
—  
   
(1,595
)
Cash dividends on common stock
($0.34 per share)
  
—  
   
—  
   
—  
   
(15,413
)  
—  
   
(15,413
)
                         
Balances, September 30, 2019
 $
—  
  $
 —  
  $
379,448
  $
256,617
  $
6,646
  $
642,711
 
                         
See notes to condensed consolidated financial statements

6
HORIZON BANCORP, INC. AND SUBSIDIARIES
Six Months Ended
Preferred
Stock		Common
Stock		Additional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Total
Balances, January 1, 2019$—  $—  $276,101  $224,035  $(8,144) $491,992  
Net income—  —  —  27,458  —  27,458  
Other comprehensive income, net of tax—  —  —  —  12,351  12,351  
Amortization of unearned compensation—  —  301  —  —  301  
Exercise of stock options—  —  155  —  —  155  
Stock option expense—  —  115  —  —  115  
Stock issued stock plans—  —  1,341  —  —  514  
Stock issued in Salin acquisition—  —  102,722  —  —  —  
Cash dividends on common stock ($0.22 per share)—  —  —  (9,974) —  (9,974) 
Balances, June 30, 2019$—  $—  $380,735  $241,519  $4,207  $626,461  
Balances, January 1, 2020$—  $—  $379,853  $269,738  $6,432  $656,023  
Net income—  —  —  26,294  —  26,294  
Other comprehensive income, net of tax—  —  —  —  14,838  14,838  
Impact of adoption of ASU No. 2016-13—  —  —  (15,635) —  (15,635) 
Amortization of unearned compensation—  —  122  —  —  122  
Exercise of stock options—  —  157  —  —  157  
Stock option expense—  —  77  —  —  77  
Stock issued stock plans—  —  514  —  —  514  
Repurchase of outstanding stock—  —  (19,636) —  —  (19,636) 
Cash dividends on common stock($0.24 per share)—  —  —  (10,548) —  (10,548) 
Balances, June 30, 2020$—  $—  $361,087  $269,849  $21,270  $652,206  
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollar Amounts in Thousands)
         
 
Nine Months Ended
 
 
September 30
 
 
2019
  
2018
 
Operating Activities
      
Net income
 $
47,995
  $
39,984
 
Items not requiring (providing) cash
      
Provision for loan losses
  
1,636
   
2,378
 
Depreciation and amortization
  
7,064
   
5,045
 
Share based compensation
  
165
   
207
 
Mortgage servicing rights, net impairment
  
59
   
26
 
Premium amortization on securities, net
  
4,119
   
4,436
 
Loss on sale of investment securities
  
85
   
111
 
Gain on sale of mortgage loans
  
(6,089
)  
(5,158
)
Proceeds from sales of loans
  
192,163
   
157,353
 
Loans originated for sale
  
(186,096
)  
(146,088
)
Change in cash value life insurance
  
(1,624
)  
(1,380
)
Death benefit on bank owned life insurance
  
580
   
154
 
Gain on sale of other real estate owned
  
(115
)  
(167
)
Net change in:
      
Interest receivable
  
(1,555
)  
2,245
 
Interest payable
  
(132
)  
802
 
Other assets
  
95,457
   
(4,858
)
Other liabilities
  
11,413
   
9,549
 
         
Net cash provided by operating activities
  
165,125
   
64,639
 
         
Investing Activities
      
Purchases of securities available for sale
  
(301,426
)  
(130,207
)
Proceeds from sales, maturities, calls and principal repayments of securities available for sale
  
200,067
   
79,188
 
Purchases of securities held to maturity
  
—  
   
(28,374
)
Proceeds from maturities of securities held to maturity
  
6,990
   
6,109
 
Net change in interest-earning time deposits
  
7,289
   
(530
)
Change in FHLB stock
  
(803
)  
32
 
Net change in loans
  
(87,905
)  
(137,864
)
Proceeds on the sale of OREO and repossessed assets
  
2,935
   
3,298
 
Change in premises and equipment, net
  
(3,760
)  
(3,292
)
Purchases of bank owned life insurance
  
—  
   
(10,450
)
Repurchase of outstanding stock
  
(1,595
)  
—  
 
Net cash received in acquisition, Salin
  
128,745
   
—  
 
         
Net cash used in investing activities
  
(49,463
)  
(222,090
)
         
Financing Activities
      
Net change in:
      
Deposits
  
35,237
   
247,551
 
Borrowings
  
(104,251
)  
(86,300
)
Proceeds from issuance of stock
  
1,552
   
493
 
Dividends paid on common stock
  
(15,413
)  
(11,567
)
         
Net cash provided by (used in) financing activities
  
(82,875
)  
150,177
 
         
Net Change in Cash and Cash Equivalents
  
32,787
   
(7,274
)
Cash and Cash Equivalents, Beginning of Period
  
58,492
   
59,980
 
         
Cash and Cash Equivalents, End of Period
 $
91,279
  $
52,706
 
         
Additional Supplemental Information
      
Interest paid
 $
34,968
  $
20,903
 
Income taxes paid
  
1,319
   
6,661
 
Transfer of loans to other real estate and repossessed assets
  
2,030
   
2,398
 
Transfer of premises to other real estate
  
1,705
   
—  
 
Right-of-use
assets exchanged for lease obligations
  
3,411
   
—  
 
See notes to condensed consolidated financial statements

7
HORIZON BANCORP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollar Amounts in Thousands)
Six Months Ended June 30
20202019
Operating Activities
Net income$26,294  $27,458  
Items not requiring (providing) cash
Provision for credit losses15,657  1,260  
Depreciation and amortization4,909  4,380  
Share based compensation77  115  
Mortgage servicing rights income(466) (1,165) 
Mortgage servicing rights net impairment3,201  (11) 
Premium amortization on securities, net4,266  2,589  
(Gain) loss on sale of investment securities(587) 85  
Gain on sale of mortgage loans(10,093) (3,387) 
Proceeds from sales of loans258,207  92,314  
Loans originated for sale(259,939) (91,074) 
Change in cash value life insurance(1,111) (1,068) 
Gain on sale of other real estate owned7  (11) 
Net change in:
Interest receivable(1,357) (2,288) 
Interest payable(709) 148  
Other assets1,811  97,207  
Other liabilities661  7,780  
Net cash provided by operating activities40,828  134,332  
Investing Activities
Purchases of securities available for sale(207,160) (176,629) 
Proceeds from sales, maturities, calls and principal repayments of securities available for sale126,826  165,638  
Proceeds from maturities of securities held to maturity16,138  4,551  
Net change in interest-earning time deposits(792) 7,654  
Change in FHLB stock(1,161) (803) 
Net change in loans(340,505) (84,406) 
Proceeds on the sale of OREO and repossessed assets444  1,260  
Change in premises and equipment, net(2,913) (1,538) 
Death benefit on bank owned life insurance233  367  
Repurchase of outstanding stock(19,636) —  
Net cash received in acquisition, Salin—  128,745  
Net cash provided by (used in) investing activities(428,526) 44,839  
Financing Activities
Net change in:
Deposits376,597  50,049  
Borrowings33,458  (184,548) 
Proceeds from issuance of stock671  1,496  
Net proceeds from issuance of subordinated notes58,824  —  
Dividends paid on common stock(10,548) (9,974) 
Net cash provided by (used in) financing activities459,002  (142,977) 
Net Change in Cash and Cash Equivalents71,304  36,194  
Cash and Cash Equivalents, Beginning of Period98,831  58,492  
8
Cash and Cash Equivalents, End of Period$170,135  $94,686  
Additional Supplemental Information
Interest paid$18,786  $22,440  
Income taxes paid—  1,300  
Transfer of loans to other real estate and repossessed assets939  1,213  
Transfer of premises to other real estate—  1,564  
Right-of-use assets exchanged for lease obligations—  3,411  
See notes to condensed consolidated financial statements

9

HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)

Note 1
-
Accounting Policies
The accompanying unaudited condensed consolidated financial statements include the accounts of Horizon Bancorp, Inc. (“Horizon” or the “Company”) and its wholly-owned subsidiaries, including Horizon Bank (“Horizon Bank” or the “Bank”). Horizon Bank (formerly known as “Horizon Bank, N.A.”) was a national association until its conversion to an Indiana commercial bank effective June 23, 2017. All inter-company balances and transactions have been eliminated. The results of operations for the periods ended SeptemberJune 30, 20192020 and SeptemberJune 30, 20182019 are not necessarily indicative of the operating results for the full year of 20192020 or 2018.2019. 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
Form10-K for 20182019 filed with the Securities and Exchange Commission on February 28, 2019.2020. The condensed consolidated balance sheet of Horizon as of December 31, 20182019 has been derived from the audited balance sheet as of that date.
On May 15, 2018, the Board of Directors of the Company approved a
three-for-two
stock split of the Company’s authorized common stock,
0
par value. All share and per share amounts in the condensed consolidated financial statements and notes thereto have been retroactively adjusted, where necessary, to reflect this
three-for-two
stock split. The effect of the
three-for-two
stock split on the outstanding common shares is that shareholders of record as of the close of business on May 31, 2018, the record date, received an additional half share for each share of common stock held, with shareholders receiving cash in lieu of any fractional shares. The additional shares issued in the stock split were payable and issued on June 15, 2018, and the common shares began trading on a split-adjusted basis on June 19, 2018. 
On July 16, 2019, the Board of Directors of the Company authorized a stock repurchase program for up to 2,250,000 shares of Horizon’s issued and outstanding common stock, no par value. As of SeptemberJune 30, 2019,2020, Horizon had repurchased a total of 99,407373,323 shares at an average price per share of $16.04.
$15.86. In addition to the stock repurchase program, Horizon agreed to repurchase 1,000,000 shares at a price per share of $15.19 from an individual shareholder on March 6, 2020.
Basic earnings per share is computed by dividing net income available to common shareholders ​​​​​​​(net(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.

Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
The following table shows computation of basic and diluted earnings per share.
 
Three Months Ended
  
Nine Months Ended
 
 
September 30
  
September 30
 
 
2019
  
2018
  
2019
  
2018
 
Basic earnings per share
            
Net income
 $
20,537
  $
13,065
  $
47,995
  $
39,984
 
Weighted average common shares outstanding
(1)
  
45,038,021
   
38,365,379
   
42,995,082
   
38,340,012
 
Basic earnings per share
 $
0.46
  $
0.34
  $
1.12
  $
1.04
 
                 
Diluted earnings per share
            
Net income available to common shareholders
 $
20,537
  $
13,065
  $
47,995
  $
39,984
 
Weighted average common shares outstanding
(1)
  
45,038,021
   
38,365,379
   
42,995,082
   
38,340,012
 
Effect of dilutive securities:
            
Restricted stock
  
—  
   
47,603
   
—  
   
43,926
 
Stock options
  
75,709
   
121,988
   
75,013
   
119,465
 
                 
Weighted average common shares outstanding
  
45,113,730
   
38,534,970
   
43,070,095
   
38,503,403
 
 $
0.46
  $
0.34
  $
1.11
  $
1.04
 
                 
(1)
Adjusted for
3:2
stock
s
split on June 15, 2018
Three Months Ended June 30Six Months Ended June 30
2020201920202019
Basic earnings per share
Net income$14,639  $16,642  $26,294  $27,458  
Weighted average common shares outstanding43,781,249  45,055,117  44,219,880  41,956,047  
Basic earnings per share$0.33  $0.37  $0.59  $0.65  
Diluted earnings per share
Net income$14,639  $16,642  $26,294  $27,458  
Weighted average common shares outstanding43,781,249  45,055,117  44,219,880  41,956,047  
Effect of dilutive securities:
Restricted stock7,614  —  40,017  —  
Stock options13,931  75,291  26,967  76,924  
Weighted average common shares outstanding43,802,794  45,130,408  44,286,864  42,032,971  
Diluted earnings per share$0.33  $0.37  $0.59  $0.65  
There were 340,540504,085 and 285,588 shares for the three
and nine 
six months ended SeptemberJune 30, 2020, which were not included in the computation of diluted earnings per share because they were non-dilutive. There were 341,394 and 341,394 shares for the three and six months ended June 30, 2019, which were not included in the computation of diluted earnings per share because they were
non-dilutive.
There were
0
10
shares for the
three and nine months ended September 30, 2018, which were not included
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in the computation of diluted earnings per share because they wereThousands, Except Per Share Data)
non-dilutive.

Horizon has share-based employee compensation plans, which are described in the notes to the financial statements included in the December 31, 20182019 Annual Report on Form
10-K.
Adoption of New Accounting Standards
Financial Accounting Standards Board (FASB)(“FASB”) Accounting Standards Update (ASU)(“ASU”) No.
 2017-12,
Derivatives 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments – On January 1, 2020, the Company adopted ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“CECL”). The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and Hedging (Topic 815), Targeted Improvementsheld to Accountingmaturity securities. It also applies to off–balance sheet (“OBS”) credit exposures not accounted for Hedging Activities
as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar agreements). In addition, ASC 326 made changes to the accounting for available for sale debt securities. One such change is to require credit losses to be presented as an allowance, rather than as a write–down, on available for sale debt securities management does not intend to sell or believe that it is not more likely than not they will be required to sell.
The FASB has issued ASU No.
 2017-12,
DerivativesCompany adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and Hedging (Topic 815), Targeted Improvements to AccountingOBS credit exposures. Results for Hedging Activities.
The new guidance improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. The amendments in this ASU also make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. For public entities, this new guidance became effective in fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020. Early adoption was permitted31, 2019, are presented under ASC 326 while prior period amounts continue to be reported in any interim period after issuanceaccordance with previously applicable GAAP. The Company recorded a net decrease to retained earnings of $15.6 million as of January 1, 2020 for the ASU. Allcumulative effect of adopting ASC 326.
The Company adopted ASC 326 using the prospective transition requirementsapproach for financial assets purchased with credit deterioration (“PCD”), previously classified as purchased credit impaired (“PCI”) and elections should be applied to hedging relationships existing (that is, hedging relationships in whichaccounted for under ASC 310-30. In accordance with the hedging instrument hasstandard, management did not expired, been sold, terminated, or exercised orreassess whether PCI assets met the entity has not removed the designationcriteria of the hedging relationship) onPCD assets as of the date of adoption. The effect of adoption should be reflected asOn January 1, 2020, the amortized cost basis of the beginningPCD assets was adjusted to reflect the addition of $2.8 million of allowance for credit losses (“ACL”) on loans.
The following table illustrates the fiscal yearimpact of adoption (thatASC 326.
January 1, 2020
(dollars in thousands)As Reported
Under
ASC 326		Pre-ASC 326
Adoption		Impact of
ASC 326
Adoption
Loans
Commercial$25,614  $11,996  $13,618  
Real estate4,971  923  4,048  
Mortgage warehouse1,077  1,077  —  
Consumer8,582  3,671  4,911  
Allowance for credit losses on loans$40,244  $17,667  $22,577  
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost. Amortized cost is the initial application date). The Company adopted ASU
2017-12
on January 1, 2019principal balance outstanding, net of purchase premiums and therediscounts, and deferred loan fees and costs. Accrued interest receivable totaling $12.8 million at June 30, 2020 was no material impact toexcluded from the ACL calculation and was reported in accrued interest receivable on the consolidated financial statements.
balance sheets. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income

11
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
using the effective yield method without anticipating prepayments.
From time to time, the Bank obtains information that may lead management to believe that the collection of payments may be doubtful on a particular loan. In recognition of this, it is management’s policy to convert the loan from an “earning asset” to a non-accruing loan. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date. Further, it is management’s policy to generally place a loan on a non-accrual status when the payment is delinquent in excess of 90 days or the loan has had the accrual of interest discontinued by management. The officer responsible for the loan and the Chief Commercial Banking Officer and/or the Chief Operations Officer must review all loans placed on non-accrual status. Subsequent payments on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Non-accrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal in accordance with the loan terms. The Company requires a period of satisfactory performance of not less than six months before returning a non-accrual loan to accrual status.
FASB Accounting Standards Updates No.
 2016-02,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.
Leases
(Topic 842)
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 FASB has issued Accounting Standards Update (ASU) No.
 2016-02,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 family first and junior lien mortgages to the net realizable value less costs to sell when the value is known but no later than when a loan is 180 days past due. Pursuant to such guidelines, the Company also charges-off unsecured open-end loans when the loan is contractually 90 days past due, and charges down to the net realizable value other secured loans when they are contractually 90 days past due. Loans at these respective delinquency thresholds for which the Company can clearly document that the loan is both well-secured and in the process of collection, such that collection in full will occur regardless of delinquency status, are not charged off.
Leases.
Under the new guidance, lesseesA loan becomes impaired when, based on current information, it is probable that a creditor will be requiredunable to recognizecollect all amounts due according to the followingcontractual 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 all leases, withits collateral, the exceptioncreditor may use that value. Also, if the loan is secured and considered collateral dependent, the creditor may use the fair value of short-term leases, at the commencement date: (1) a lease liability, whichcollateral. Interest income on loans individually classified as impaired is a lessee’s obligation to make lease payments arising from a lease, measuredrecognized on a discounted basis;cash basis after all past due and (2) acurrent principal payments have been made.
right-of-use
asset, which is an assetSmaller-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 represents the lessee’s right to use, or control the useunderlying cash flows of a specified assetborrower’s business are not adequate to meet its debt service requirements, the loan is evaluated for the lease term. Under the new guidance, lessor accountingimpairment. Often this is largely unchanged. The amendmentsassociated with a delay or shortfall in this update became effectivepayments 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 annual periods and interim periods within those annual periods beginning after December 15, 2018. The Company adopted this ASU as of January 1, 2019 using the alternative transition method. In addition,which it is probable that the Company utilized the practical expedients provided by the ASU allowing itwill not collect all principal and interest due according to retain the classifications of existing leases, not reassess initial direct costscontractual terms, including troubled debt restructurings, are measured for any existing leases, and to use hindsight whenimpairment. Allowable methods for determining the lease term and assessmentamount of impairment ofinclude the
right-of-use
assets. Upon adoption, the Company capitalized $3.5 million for
right-of-use
assets and lease liabilities, net of existing straight-line lease liabilities. See Note 8, “Leases”. three methods described above.
Revenue Recognition12
Accounting Standards Codification 606, “
Revenue from Contracts with Customers”
(ASC 606) provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance enumerates five steps that entities should follow in achieving this core principle. Revenue generated from financial instruments, including loans and investment securities, are not included in the scope of ASC 606. The adoption of ASC 606 did not result in a change to the accounting for any of the Company’s revenue streams that are within the scope of the amendments. Revenue-generating activities that are within the scope of ASC 606 and that are presented as
non-interest
income in the Company’s consolidated statements of income include:
Service charges and fees on deposit accounts – these include general service fees charged for deposit account maintenance and activity and transaction-based fees charged for certain services, such as debit card, wire transfer or overdraft activities. Revenue is recognized when the performance obligation is completed, which is generally after a transaction is completed or monthly for account maintenance services.
Fiduciary activities – this includes periodic fees due from trust and wealth management customers for managing the customers’ financial assets. Fees are charged based on a standard agreement and are recognized as they are earned.
Reclassifications
Certain reclassifications have been made to the 2018 condensed consolidated financial statements to be comparable to 2019. These reclassifications had
0
effect on net income.

Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)

Purchased Credit Deteriorated Loans
Note 2 – Acquisitions
Salin Bancshares, Inc.
On March 26, 2019, Horizon completedThe Company has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. PCD loans are recorded at the acquisition of Salin Bancshares, Inc. (“Salin”), an Indiana corporation, and Horizon Bank’s acquisition of Salin Bank and Trust Company (“Salin Bank”), an Indiana commercial bank and wholly-owned subsidiary of Salin, through mergers effective March 26, 2019. Underamount paid. An ACL on loans is determined using the termssame methodology as other loans held for investment. The initial ACL on loans determined on a collective basis is allocated to individual loans. The sum of the Merger Agreement, shareholdersloan's purchase price and ACL on loans becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of Salin received 23,907.5 sharesthe loan is a noncredit discount or premium, which is amortized into interest income over the life of Horizon common stockthe loan. Subsequent changes to the ACL on loans are recorded through credit loss expense.
The Company adopted this ASU using the prospective transition approach for PCD loans previously accounted for under ASC 310-30. In accordance with the standard, we did not assess whether PCI loans met the criteria of PCD as of the date of adoption and $87,417.17 in cashall loans previously classified as PCI were updated to the PCD classification. Pools utilized for each outstanding share of Salin common stock. Salin shares outstandingPCI accounting under ASC 310-30 were not considered since the Company did not have PCI pools at the closingtime of adoption. PCD loans were assessed using prior specific loan reviews for the initial PCD loan ACL. At the date of adoption, no securities were determined to be exchanged were 275,PCD.
Allowance for Credit Losses on Loans
The ACL on loans is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged-off against the allowance when management believes the loan balance is confirmed to no longer be collectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.
Management estimates the sharesallowance balance using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of Horizon common stock issuedexpected credit losses. Adjustments to Salin shareholders totaled 6,563,697. historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, changes in economic conditions, or other relevant factors.
The Salin shareholders receivedCompany considers the following when estimating credit losses: 1) available information relevant to assessing the collectibility of cash in lieuflows including internal information, external information or a combination of fractional shares. Based upon the March 25, 2019 closing price of $15.65 per share of Horizon common stock immediately priorboth relating to past events, current conditions and reasonable and supportable forecasts; 2) relevant qualitative and quantitative factors relating to the effectivenessenvironment in which the Bank operates and factors specific to the borrower; 3) off-balance-sheet credit exposures; and credit support.
ACL on loans is measured on a collective basis and reflects impairment in groups of loans aggregated on the basis of similar risk characteristics which may include any one or a combination of the mergerfollowing: internal credit ratings, risk ratings or classification, financial asset type, collateral type, size, industry of the transactionborrower, historical or expected credit loss patterns, and reasonable and supportable forecast periods. The ACL for a specific portfolio segment is computed by multiplying the loss rate by the amortized cost balance of the segment with adjustments for other qualitative factors as described above. As appropriate, newer credit products or portfolios with limited historical loss may use applicable external data for determining the ACL until experience justifies that sufficient product maturity supports the estimate of expected credit losses.
Pursuant to ASC 326-20-30-9, an entity shall not rely solely on past events to estimate expected credit losses, and should consider adjustments to historical information to reflect the extent to which management expects current conditions and forecasted conditions to differ from the periods utilized for the historical loss rate calculation. Management has incorporated an implied valuationadjustment of approximately
$
126.7
 million. The Company incurred approximately $
5.6
 million in costs relatedthe historical loss rate calculated within the model to reflect current and forecasted condition and has applied this adjustment on a qualitative factor basis to the acquisition. These expenses are classifiedaggregate pool loss rate.
The qualitative adjustment is based on a combination of external econometric data and internal factors such as portfolio composition, changes in the
non-interest
expense section of the income statement and are primarily locatedmanagement, changes in the data processing, professional fees, outside services and consultantsloan policy and other expense line items.factors. The economic forecast is based in part on economic indexes and quantitative matrices with a six to twelve month forecast. The qualitative adjustment is calculated based on current and forecasted conditions and evaluated each quarter by management, and therefore is dynamic in nature. As a result of the acquisition, the Company was able to increase its deposit baseforecast being applied as a qualitative factor and reduce transaction costs. The Company also expects to reduce costs through economies of scale.
Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition. Based on preliminary valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on estimates and assumptions that are subject to change, the preliminary purchase price for the Salin acquisition is detailed in the following table. Final estimates of fair value on the date of acquisition have not been received yet. Prioradjusted quarterly, no reversion to the end of the
one-year
measurement period for finalizing the purchase price allocation, if information becomes available which would indicate adjustments are required to the purchase price allocation, such adjustments will be included in the purchase price allocation prospectively. The measurement period adjustments will be calculatedhistorical loss rate is necessary, as if the accounting had been completed as of the acquisition date.
As a result of updated
final
valuation estimates, acquired premises and equipment
in
creased approximately $799,000, goodwill increased approximately $127,000, other assets
de
creased approximately $932,000 
and 
total deposits decreased approximately $6,000 compared to
amounts
reported
at June 30, 2019
.13

HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Assets
 
 
 
Cash and due from banks
 $
152,745
 
Investment securities, available for sale
  
54,319
 
Loans
   
Commercial
  
352,798
 
Residential mortgage
  
131,008
 
Consumer
  
85,112
 
     
Total loans
  
568,918
 
Premises and equipment, net
  
20,425
 
FRB and FHLB stock
  
3,571
 
Goodwill
  
31,358
 
Core deposit intangible
  
19,818
 
Interest receivable
  
2,488
 
Other assets
  
112,880
 
     
Total assets purchased
 $
966,522
 
     
Common shares issued
 $
102,722
 
Cash paid
  
24,000
 
     
Total purchase price
 $
 
 
126,722
 
     
Liabilities
 
 
 
Deposits
   
Non-interest
bearing
 $
188,744
 
NOW accounts
  
207,567
 
Savings and money market
  
274,504
 
Certificates of deposit
  
70,529
 
     
Total deposits
  
741,344
 
Borrowings
  
70,495
 
Subordinated debentures
  
18,376
 
Interest payable
  
826
 
Other liabilities
  
8,759
 
     
Total liabilities assumed
 $
 
 
839,800
 
     
Of the total purchase price of $126.7 million, $19.8 million has been allocated to core deposit intangible. Additionally, $31.2 million has been allocated to goodwill and none of the purchase pricehistorical base loss rate is deductible. The core deposit intangible is being amortized over 10 years on a straight line basis.
The Company acquired various loanspreserved in the acquisitioncalculation of “all in” loss rate.
Specific reserves reflect impairment on loans identified for evaluation or individually considered non-performing, including troubled debt restructurings and receivables where the Company has determined foreclosure is probable. These loans no longer have similar risk characteristics to collectively evaluated loans due to changes in credit risk, borrower circumstances, recognition of write-offs, or cash collections that had evidencehave been fully applied to principal on the basis of deteriorationnon-accrual policies. At a minimum, the population of credit quality since originationloans subject to individual evaluation include individual loans 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 whichleases where it is probable thatwe will be unable to collect all contractually required payments will not be collected are consideredamounts due, according to be credit impaired. Evidence of credit quality deteriorationthe original contractual terms. These include commercial impaired loans, jumbo residential mortgages (as defined), and jumbo home equity loans with a balance exceeding $250,000, and other loans as of the purchase date may include information such as
past-due
and
non-accrual
status, borrower credit scoresdetermined by management. ACL for residential and recent
loan-to-value
percentages. Purchased credit-impairedconsumer loans are, accounted for under the accounting guidance forprimarily, determined by meaningful pools of similar loans and debt securities acquired with deteriorated credit quality (ASCare evaluated on a quarterly basis.
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,Loans that do not share risk characteristics are evaluated on an allowance for credit losses related to these loans isindividual basis. Loans evaluated individually are not carried over and recorded at the acquisition date. Management estimated the cash flows expected to be collected at acquisition using our internal risk models, which incorporate the estimate of current assumptions, such as default rates, severity and prepayment speeds.

Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
The following table details an estimate of the acquired loans that are accounted for in accordance with ASC
310-30
as of March 26, 2019. Final valuation estimates have not yet been determined for acquired loans as of
September
 30, 2019. If information becomes available which would indicate adjustments to the purchase price allocation, such adjustments would be made prospectively.
Contractually required principal and interest at acquisition
 
$
 
 
22,672
 
Contractual cash flows not expected to be collected (nonaccretable differences)
  
6,694
 
     
Expected cash flows at acquisition
  
15,978
 
Interest component of expected cash flows (accretable discount)
  
735
 
     
Fair value of acquired loans accounted for under ASC
310-30
 $
15,243
 
     
Estimates of certain loans, those for which specific credit-related deterioration has occurred since origination, are recorded at fair value, reflecting the present value of the amounts expected to be collected. Income recognition of these loans is based on reasonable expectation about the timing and amount of cash flows to be collected.
The results of operations of Salin have beenalso included in the Company’s consolidated financial statements since the acquisition date. The following schedule includes pro-forma results for the three and nine months ended September 30, 2019 and 2018 as if the Salin acquisition had occurred as of the beginning of the comparable prior reporting periods.
 
Three Months Ended
  
Nine Months Ended
 
 
September 30
  
September 30
  
September 30
 
 
2019
  
2018
  
2019
  
2018
 
Summary of Operations:
            
Net Interest Income
 $
43,463
  $
41,673
  
$
 
 
127,174
  $
 
 
123,358
 
Provision for Loan Losses
  
376
   
1,176
   
1,936
   
3,178
 
                 
Net Interest Income after Provision for Loan Losses
  
43,087
   
40,497
   
125,238
   
120,180
 
Non-interest
Income
  
11,514
   
10,600
   
31,538
   
31,441
 
Non-interest
Expense
  
30,060
   
32,978
   
103,796
   
98,557
 
                 
Income before Income Taxes
  
24,541
   
18,119
   
52,980
   
53,064
 
Income Tax Expense
  
4,004
   
2,540
   
9,326
   
7,738
 
                 
Net Income
  
20,537
   
15,579
   
43,654
   
45,326
 
                 
Net Income Available to Common Shareholders
 $
20,537
  $
15,579
  $
43,654
  $
45,326
 
                 
Basic Earnings per Share
 $
0.46
  $
0.41
  $
0.97
  $
1.18
 
Diluted Earnings per Share
 $
0.46
  $
0.40
  $
0.97
  $
1.18
 
The
pro-forma
information includes adjustments for interest incomecollective evaluation. When management determines that foreclosure is probable, expected credit losses are based on loans, amortization of intangibles arising from the transaction, interest expense on deposits acquired, premises expense for the banking centers acquired and the related income tax effects.
The
pro-forma
financial information is presented for information purposes only and is not indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future results.

HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Note 3 – Securities
The fair value of securities is as follows:
                 
 
September 30, 2019
 
 
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Fair
Value
 
Available for sale
            
U.S. Treasury and federal agencies
 $
9,915
  $
2
  $
(8
) $
 
 
9,909
 
State and municipal
  
337,336
   
11,374
   
(1,609
)  
347,101
 
Federal agency collateralized mortgage obligations
  
243,366
   
3,141
   
(424
)  
246,083
 
Federal agency mortgage-backed pools
  
144,880
   
1,125
   
(408
)  
145,597
 
Corporate notes
  
17,618
   
922
   
—
   
18,540
 
                 
Total available for sale investment securities
 $
 
 
753,115
  $
16,564
  $
(2,449
) $
767,230
 
                 
Held to maturity
            
State and municipal
 $
192,736
  $
7,335
  $
(99
) $
199,972
 
Federal agency collateralized mortgage obligations
  
4,714
   
11
   
(9
)  
4,716
 
Federal agency mortgage-backed pools
  
12,856
   
200
   
(26
)  
13,030
 
                 
Total held to maturity investment securities
 $
210,306
  $
7,546
  $
(134
) $
217,718
 
                 
    
 
December 31, 2018
 
 
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Fair
Value
 
Available for sale
            
U.S. Treasury and federal agencies
 $
16,815
  $
1
  $
(208
) $
16,608
 
State and municipal
  
210,386
   
1,495
   
(2,578
)  
209,303
 
Federal agency collateralized mortgage obligations
  
187,563
   
625
   
(3,185
)  
185,003
 
Federal agency mortgage-backed pools
  
183,479
   
80
   
(4,823
)  
178,736
 
Corporate notes
  
10,666
   
107
   
(75
)  
10,698
 
                 
Total available for sale investment securities
 $
608,909
  $
2,308
  $
(10,869
) $
600,348
 
                 
Held to maturity
            
State and municipal
 $
191,269
  $
1,773
  $
(3,366
) $
189,676
 
Federal agency collateralized mortgage obligations
  
5,144
   
6
   
(120
)  
5,030
 
Federal agency mortgage-backed pools
  
13,699
   
74
   
(206
)  
13,567
 
                 
Total held to maturity investment securities
 $
210,112
  $
1,853
  $
(3,692
) $
208,273
 
                 

Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information, and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary. While these securities are held in the available for sale portfolio and
held-to-maturity,
Horizon intends, and has the ability, to hold them until the earlier of a recovery in fair value or maturity.
Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified. At September 30, 2019, no individual investment security had an unrealized loss that was determined to be other-than-temporary.
The unrealized losses on the Company’s investments in securities of state and municipal governmental agencies, U.S. Treasury and federal agencies, federal agency collateralized mortgage obligations, and federal agency mortgage-backed pools were caused by interest rate volatility and not a decline in credit quality. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. The Company expects to recover the amortized cost basis over the term of the securities. Because the Company does not intend to sell the investments and it is not likely that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be at maturity, the Company did not consider those investments to be other-than-temporarily impaired at September 30, 2019.
The amortized cost and fair value of securities available for sale and held to maturity at September 30, 2019 and December 31, 2018, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
                 
 
September 30, 2019
  
December 31, 2018
 
 
Amortized
Cost
  
Fair
Value
  
Amortized
Cost
  
Fair
Value
 
Available for sale
            
Within one year
 $
40,283
  $
40,168
  $
20,532
  $
20,448
 
One to five years
  
41,593
   
41,671
   
42,476
   
41,705
 
Five to ten years
  
102,753
   
107,719
   
107,839
   
107,107
 
After ten years
  
180,240
   
185,992
   
67,020
   
67,349
 
                 
  
364,869
   
375,550
   
237,867
   
236,609
 
Federal agency collateralized mortgage obligations
  
243,366
   
246,083
   
187,563
   
185,003
 
Federal agency mortgage-backed pools
  
144,880
   
145,597
   
183,479
   
178,736
 
                 
Total available for sale investment securities
 $
  753,115
  $
  767,230
  $
  608,909
  $
  600,348
 
                 
Held to maturity
            
Within one year
 $
6,413
  $
6,479
  $
70
  $
70
 
One to five years
  
54,558
   
55,545
   
48,732
   
49,324
 
Five to ten years
  
98,134
   
101,776
   
101,809
   
101,533
 
After ten years
  
33,631
   
36,172
   
40,658
   
38,749
 
                 
  
192,736
   
199,972
   
191,269
   
189,676
 
Federal agency collateralized mortgage obligations
  
4,714
   
4,716
   
5,144
   
5,030
 
Federal agency mortgage-backed pools
  
12,856
   
13,030
   
13,699
   
13,567
 
                 
Total held to maturity investment securities
 $
210,306
  $
217,718
  $
210,112
  $
208,273
 
                 

HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
The following table shows the gross unrealized losses and the fair value of the Company’s investments, aggregated by investment categorycollateral at the reporting date, adjusted for selling costs as appropriate.
The provision for credit losses on loans on individually evaluated loans is recognized on the fair value of collateral adjusted for estimated costs to sell, the basis of the present value of expected future cash flows discounted at the effective interest rate or the observable market price as of the relevant date.
The table below identifies the Company's loan portfolio segments and lengthclasses.
Portfolio SegmentClass of Financing Receivable
CommercialOwner occupied real estate
Non-owner occupied real estate
Residential spec homes
Development & spec land
Commercial and industrial
Real estateResidential mortgage
Residential construction
Mortgage warehouseMortgage warehouse
ConsumerDirect installment
Indirect installment
Home equity
Portfolio segment is defined as a level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Class of time that individual securities have been infinancing receivable is defined as a continuous unrealized loss position.
 
September 30, 2019
 
 
Less than 12 Months
  
12 Months or More
  
Total
 
 
Fair
Value
  
Unrealized
Losses
  
Fair
Value
  
Unrealized
Losses
  
Fair
Value
  
Unrealized
Losses
 
Investment Securities
                  
U.S. Treasury and federal agencies
 $
4,407
  $
(8
) $
—  
  $
—  
  $
4,407
  $
(8
)
State and municipal
  
109,512
   
(1,531
)  
9,681
   
(177
)  
119,193
   
(1,708
)
Federal agency collateralized mortgage obligations
  
42,097
   
(150
)  
24,652
   
(283
)  
66,749
   
(433
)
Federal agency mortgage-backed pools
  
25,463
   
(77
)  
41,511
   
(357
)  
66,974
   
(434
)
                         
Total temporarily impaired securities
 $
181,479
  $
(1,766
) $
75,844
  $
(817
) $
257,323
  $
(2,583
)
                         
    
 
December 31, 2018
 
 
Less than 12 Months
  
12 Months or More
  
Total
 
 
Fair
Value
  
Unrealized
Losses
  
Fair
Value
  
Unrealized
Losses
  
Fair
Value
  
Unrealized
Losses
 
Investment Securities
                  
U.S. Treasury and federal agencies
 $
—  
  $
—  
  $
9,707
  $
(208
) $
9,707
  $
(208
)
State and municipal
  
75,163
   
(1,628
)  
106,335
   
(4,316
)  
181,498
   
(5,944
)
Federal agency collateralized mortgage obligations
  
6,450
   
(25
)  
106,257
   
(3,280
)  
112,707
   
(3,305
)
Federal agency mortgage-backed pools
  
5,739
   
(39
)  
175,865
   
(4,990
)  
181,604
   
(5,029
)
Corporate notes
  
5,263
   
(75
)  —     —     
5,263
   
(75
)
                         
Total temporarily impaired securities
 $
92,615
  $
(1,767
) $
398,164
  $
(12,794
) $
490,779
  $
(14,561
)
                         
Information regarding security proceeds, gross gainsgroup of financing receivables determined on the basis of both of the following, 1) risk characteristics of the financing receivable, and gross losses2) an entity's method for monitoring and assessing credit risk. Generally, the Bank does not move loans from a revolving loan to a term loan other than construction loans. Construction loans are presented below.
 
Three Months Ended
  
Nine Months Ended
 
 
September 30
  
September 30
 
 
2019
  
2018
  
2019
  
2018
 
Sales of securities available for sale
            
Proceeds
 $
 
  —  
  $
 
7,485
  $
91,635
  $
17,321
 
Gross gains
  
—  
   
—  
   
158
​​​​​​​
   
37
 
Gross losses
  
—  
   
(122
)  
(243
)  
(148
)

Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notesreviewed and rewritten prior to Condensed Consolidated Financial Statementsbeing originated as a term loan.
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Note 4
–
Loans
 
September 30
  
December 31
 
 
2019
  
 
 
 
 
 
 
 
 
 
 
2018
 
Commercial
      
Working capital and equipment
 $
915,449
  $
804,083
 
Real estate, including agriculture
  
1,005,124
   
834,037
 
Tax exempt
  
59,620
   
48,975
 
Other
  
65,972
   
34,495
 
         
Total
  
2,046,165
   
1,721,590
 
Real estate
      
1-4
family
  
788,574
   
659,754
 
Other
  
7,923
   
8,387
 
         
Total
  
796,497
   
668,141
 
Consumer
      
Auto
  
358,792
   
327,413
 
Recreation
  
16,396
   
13,975
 
Real estate/home improvement
  
44,105
   
39,587
 
Home equity
  
239,041
   
163,209
 
Unsecured
  
6,986
   
4,043
 
Other
  
3,012
   
1,254
 
         
Total
  
668,332
   
549,481
 
Mortgage warehouse
  
155,631
   
74,120
 
         
Total loans
  
3,666,625
   
3,013,332
 
Allowance for loan losses
  
(17,956
)  
(17,820
)
         
Loans, net
 $
3,648,669
  $
2,995,512
 
         
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,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.

14
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Commercial real estate loans are viewed primarily as cash flow loans and, secondarily, as loans secured by real estate. Commercial real estate lending typically involves larger loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets, the general economy, or fluctuations in interest rates. The properties securing the Company’s commercial real estate portfolio are diverse in terms of property type, and are monitored for concentrations of credit. Management monitors and evaluates commercial real estate loans based on collateral, cash flow, and risk grade criteria. As a general rule, the Company avoids financing single purpose projects unless other underwriting factors are present to help mitigate risk. In addition, management tracks the level of owner-occupied commercial real estate loans versus
non-owner
occupied loans.

HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Real Estate and Consumer
With respect to residential loans that are secured by
1-4
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
1–4 family residences, and consumer loans are secured by consumer assets such as automobiles or recreational vehicles. Some consumer loans are unsecured, such as small installment loans and certain lines of credit. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Repayment can also be impacted by changes in property values on residential properties. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.
Mortgage Warehousing
Horizon’s mortgage warehouse lending has specific mortgage companies as customers of Horizon Bank. Individual mortgage loans originated by these mortgage companies are funded as a secured borrowing with a pledge of collateral under Horizon’s agreement with the mortgage company. Each mortgage loan funded by Horizon undergoes an underwriting review by Horizon to the end investor guidelines and is assigned to Horizon until the loan is sold to the secondary market by the mortgage company. In addition, Horizon takes possession of each original note and forwards such note to the end investor once the mortgage company has sold the loan. At the time a loan is transferred to the secondary market, the mortgage company reacquires the loan under its option within the agreement. Due to the reacquire feature contained in the agreement, the transaction does not qualify as a sale and therefore is accounted for as a secured borrowing with a pledge of collateral pursuant to the agreement with the mortgage company. When the individual loan is sold to the end investor by the mortgage company, the proceeds from the sale of the loan are received by Horizon and used to pay off the loan balance with Horizon along with any accrued interest and any related fees. The remaining balance from the sale is forwarded to the mortgage company. These individual loans typically are sold by the mortgage company within 30 days and are seldom held more than 90 days. Interest income is accrued during this period and collected at the time each loan is sold. Fee income for each loan sold is collected when the loan is sold, and no0 costs are deferred due to the term between each loan funding and related payoff, which is typically less than 30 days.
Based on the agreements with each mortgage company, at any time a mortgage company can reacquire from Horizon its outstanding loan balance on an individual mortgage and regain possession of the original note. Horizon also has the option to request that the mortgage company reacquire an individual mortgage. Should this occur, Horizon would return the original note and reassign the assignment of the mortgage to the mortgage company. Also, in the event that the end investor would not be able to honor the purchase commitment and the mortgage company would not be able to reacquire its loan on an individual mortgage, Horizon would be able to exercise its rights under the agreement.
Determining the Contractual Term
Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a troubled debt restructuring will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

15
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)

Troubled Debt Restructurings (“TDR”)
A loan for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, is considered to be a TDR. The ACL on loans on a TDR is measured using the same method as all other loans held for investment, except that the original interest rate is used to discount the expected cash flows, not the rate specified within the restructuring.
The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act provides all banks with the option to elect either or both of the following from March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the termination of the national emergency:
i.to suspend the requirements under GAAP for loan modifications related to the COVID-19 pandemic that would otherwise be categorized as a TDR; and/or
ii.to suspend any determination of a loan modified as a result of the effects of the COVID-19 pandemic as being a TDR, including impairment for accounting purposes.
If a bank elects a suspension noted above, the suspension (i) will be effective for the term of the loan modification, but solely with respect to any modification, including a forbearance arrangement, an interest rate modification, a repayment plan, and any other similar arrangement that defers or delays the payment of principal or interest, that occurs during the applicable period for a loan that was not more than 30 days past due as of December 31, 2019; and (ii) will not apply to any adverse impact on the credit of a borrower that is not related to the COVID-19 pandemic.
Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The Company determines the estimated amount of expected credit extensions based on historical usage to calculate the amount of exposure for a loss estimate. After review of the expected credit losses on OBS, the Company determined the amount not being recorded as immaterial at this time.
Allowance for Credit Losses on Available for Sale Securities
For available for sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income. For debt securities available for sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an ACL is recorded in other comprehensive income.
Changes in the ACL are recorded as provision for, or reversal of, credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available for sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.
Allowance for Credit Losses on Held to Maturity Securities
For held to maturity securities, the Company conducts an assessment of its held to maturity securities at the time of purchase and on at least an annual basis to ensure such investment securities remain within appropriate levels of risk and continue to
The following table shows the recorded investment of individual loan categories.
 
September 30, 2019
 
 
Loan
Balance
  
Interest
Due
  
Deferred
Costs/(Fees)
  
Recorded
Investment
 
Owner occupied real estate
 $
723,218
  $
1,735
  $
(1,351
) $
723,602
 
Non-owner
occupied real estate
  
766,574
   
1,336
   
(390
)  
767,520
 
Residential spec homes
  
10,813
   
20
   
(33
)  
10,800
 
Development & spec land
  
37,115
   
104
   
(15
)  
37,204
 
Commercial and industrial
  
510,315
   
4,333
   
(81
)  
514,567
 
                 
Total commercial
  
2,048,035
   
7,528
   
(1,870
)  
2,053,693
 
Residential mortgage
  
773,444
   
2,377
   
12
   
775,833
 
Residential construction
  
23,041
   
50
   
—  
   
23,091
 
Mortgage warehouse
  
155,631
   
194
   
—  
   
155,825
 
                 
Total real estate
  
952,116
   
2,621
   
12
   
954,749
 
Direct installment
  
42,048
   
137
   
678
   
42,863
 
Indirect installment
  
344,567
   
789
   
—  
   
345,356
 
Home equity
  
278,577
   
1,407
   
2,462
   
282,446
 
                 
Total consumer
  
665,192
   
2,333
   
3,140
   
670,665
 
                 
Total loans
  
3,665,343
   
12,482
   
1,282
   
3,679,107
 
Allowance for loan losses
  
(17,956
)  
—  
   
—  
   
(17,956
)
                 
Net loans
 $
3,647,387
  $
12,482
  $
1,282
  $
3,661,151
 
                 
    
 
December 31, 2018
 
 
Loan
Balance
  
Interest
Due
  
Deferred
Costs/(Fees)
  
Recorded
Investment
 
Owner occupied real estate
 $
563,929
  $
1,273
  $
(1,368
) $
563,834
 
Non-owner
occupied real estate
  
714,136
   
1,069
   
(477
)  
714,728
 
Residential spec homes
  
5,195
   
13
   
—  
   
5,208
 
Development & spec land
  
46,523
   
131
   
(15
)  
46,639
 
Commercial and industrial
  
393,752
   
3,110
   
(85
)  
396,777
 
                 
Total commercial
  
1,723,535
   
5,596
   
(1,945
)  
1,727,186
 
Residential mortgage
  
644,094
   
1,861
   
17
   
645,972
 
Residential construction
  
24,030
   
42
   
—  
   
24,072
 
Mortgage warehouse
  
74,120
   
132
   
—  
   
74,252
 
                 
Total real estate
  
742,244
   
2,035
   
17
   
744,296
 
Direct installment
  
34,233
   
103
   
593
   
34,929
 
Indirect installment
  
314,177
   
738
   
—  
   
314,915
 
Home equity
  
198,364
   
973
   
2,114
   
201,451
 
                 
Total consumer
  
546,774
   
1,814
   
2,707
   
551,295
 
                 
Total loans
  
3,012,553
   
9,445
   
779
   
3,022,777
 
Allowance for loan losses
  
(17,820
)  
—  
   
—  
   
(17,820
)
                 
Net loans
 $
2,994,733
  $
9,445
  $
779
  $
3,004,957
 
                 

16
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
perform satisfactorily in fulfilling its obligations. The Company considers, among other factors, the nature of the securities and credit ratings or financial condition of the issuer. If available, the Company obtains a credit rating for issuers from Nationally Recognized Statistical Rating Organization (“NRSRO”) for consideration. If this assessment indicates that a material credit loss exists, the present value of cash flows expected to be collected form the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss. After completing this assessment, management determined any credit losses as of June 30, 2020 were not material to the consolidated financial statements.
FASB ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment- On January 1, 2020, the Company adopted the provision of ASU No. 2017-04, which eliminates Step 2 from the goodwill impairment test. Under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This ASU eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative test.
At each reporting date between annual goodwill impairment tests, Horizon considers potential indicators of impairment. Given the current economic uncertainty and volatility surrounding COVID-19, Horizon assessed whether the events and circumstances resulted in it being more likely than not that the fair value of any reporting unit was less than its carrying value. Impairment indicators considered comprised the condition of the economy and banking industry; government intervention and regulatory updates; the impact of recent events to financial performance and cost factors of the reporting unit; performance of the Company's stock and other relevant events. Horizon further considered the amount by which fair value exceeded book value in the most recent quantitative analysis and sensitivities performed. At the conclusion of the assessment, the Company determined that as of March 31, 2020 it was more likely than not that the fair value exceeded its carrying values. Horizon will continue to monitor developments regarding the COVID-19 pandemic and measures implemented in response to the pandemic, market capitalization, overall economic conditions and any other triggering events or circumstances that may indicate an impairment of goodwill in the future. The adoption of this new guidance did not have a material impact on our consolidated financial statements.

FASB ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement – On January 1, 2020, the Company adopted the provision of ASU 2018-13, which modifies the disclosure requirements on fair value measurements. The amendment removes certain disclosures required by Topic 820 related to transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. The update also adds certain disclosure requirements related to changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, the Company may disclose other quantitative information in lieu of the weighted average if we determine that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. The adoption of this new guidance did not have a material impact on our consolidated financial statements.
Reclassifications
Certain reclassifications have been made to the 2019 condensed consolidated financial statements to be comparable to 2020. These reclassifications had 0 effect on net income.

17
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Note 2 – Acquisitions
Salin Bancshares, Inc.
On March 26, 2019, Horizon completed the acquisition of Salin Bancshares, Inc. (“Salin”), an Indiana corporation, and Horizon Bank’s acquisition of Salin Bank and Trust Company (“Salin Bank”), an Indiana commercial bank and wholly-owned subsidiary of Salin, through mergers effective March 26, 2019. Under the terms of the Merger Agreement, shareholders of Salin received 23,907.5 shares of Horizon common stock and $87,417.17 in cash for each outstanding share of Salin common stock. Salin shares outstanding at the closing to be exchanged were 275, and the shares of Horizon common stock issued to Salin shareholders totaled 6,563,697. The Salin shareholders received cash in lieu of fractional shares. Based upon the March 25, 2019 closing price of $15.65 per share of Horizon common stock immediately prior to the effectiveness of the merger the transaction has an implied valuation of approximately $126.7 million. The Company incurred approximately $5.6 million in costs related to the acquisition. These expenses are classified in the non-interest expense section of the income statement and are primarily located in the data processing, professional fees, outside services and consultants and other expense line items. As a result of the acquisition, the Company was able to increase its deposit base and reduce transaction costs. The Company also expects to reduce costs through economies of scale.
Under the acquisition method of accounting, the total purchase price was allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition.

AssetsLiabilities
Cash and due from banks$152,745  Deposits
Investment securities, available for sale54,319  Non-interest bearing$188,744  
LoansNOW accounts207,567  
Commercial352,798  Savings and money market274,504  
Residential mortgage131,008  Certificates of deposit70,529  
Consumer85,112  Total deposits741,344  
Total loans568,918  Borrowings70,495  
Premises and equipment, net20,425  Subordinated debentures18,376  
FRB and FHLB stock3,571  Interest payable826  
Goodwill31,358  Other liabilities8,759  
Core deposit intangible19,818  Total liabilities assumed$839,800  
Interest receivable2,488  
Other assets112,880  
Total assets purchased$966,522  
Common shares issued$102,722  
Cash paid24,000  
Total purchase price$126,722  
Of the total purchase price of $126.7 million, $19.8 million has been allocated to core deposit intangible. Additionally, $31.4 million has been allocated to goodwill and none of the purchase price is deductible. The core deposit intangible is being amortized over 10 years on a straight line basis.
The Company acquired various loans in the acquisition that had evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected.
Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as past-due and non-accrual status, borrower credit scores and recent loan-to-value percentages. Purchased credit-impaired loans at the acquisition date, were 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
18
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
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 was 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 incorporated the estimate of current assumptions, such as default rates, severity and prepayment speeds.
The following table details an estimate of the acquired loans that are accounted for in accordance with ASC 310-30 as of March 26, 2019.
Contractually required principal and interest at acquisition$22,672 
Contractual cash flows not expected to be collected (nonaccretable differences)6,694 
Expected cash flows at acquisition15,978 
Interest component of expected cash flows (accretable discount)735 
Fair value of acquired loans accounted for under ASC310-30$15,243 
Estimates of certain loans, those for which specific credit-related deterioration has occurred since origination, were 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 results of operations of Salin have been included in the Company’s consolidated financial statements since the acquisition date. The following schedule includes pro-forma results for the three and six months ended June 30, 2019 as if the Salin acquisition had occurred as of the beginning of the comparable prior reporting period.
Three Months EndedSix Months Ended
June 30June 30
20192019
Summary of Operations:
Net Interest Income$41,529  $83,711  
Provision for Loan Losses896  1,560  
Net Interest Income after Provision for Loan Losses40,633  82,151  
Non-interest Income10,898  20,024  
Non-interest Expense31,584  73,736  
Income before Income Taxes19,947  28,439  
Income Tax Expense3,305  5,322  
Net Income16,642�� 23,117  
Net Income Available to Common Shareholders$16,642  $23,117  
Basic Earnings per Share$0.37  $0.51  
Diluted Earnings per Share$0.37  $0.51  
The pro-forma information includes adjustments for interest income on loans, amortization of intangibles arising from the transaction, interest expense on deposits acquired, premises expense for the banking centers acquired and the related income tax effects.
The pro-forma financial information is presented for information purposes only and is not indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future results.
19
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Note 3 – Securities
The fair value of securities is as follows:
June 30, 2020
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Available for sale
State and municipal$525,488  $23,503  $(759) $548,232  
Federal agency collateralized mortgage obligations219,431  6,380  (6) 225,805  
Federal agency mortgage-backed pools143,755  5,031  —  148,786  
Corporate notes10,867  1,450  —  12,317  
Total available for sale investment securities$899,541  $36,364  $(765) $935,140  
Held to maturity
State and municipal$175,953  $10,408  $—  $186,361  
Federal agency collateralized mortgage obligations3,006  89  —  3,095  
Federal agency mortgage-backed pools11,976  386  —  12,362  
Total held to maturity investment securities$190,935  $10,883  $—  $201,818  

December 31, 2019
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Available for sale
U.S. Treasury and federal agencies$1,415  $—  $(2) $1,413  
State and municipal396,931  11,288  (2,451) 405,768  
Federal agency collateralized mortgage obligations267,272  2,543  (563) 269,252  
Federal agency mortgage-backed pools145,623  1,207  (258) 146,572  
Corporate notes10,848  923  —  11,771  
Total available for sale investment securities$822,089  $15,961  $(3,274) $834,776  
Held to maturity
State and municipal$190,767  $7,129  $(54) $197,842  
Federal agency collateralized mortgage obligations4,560  13  (5) 4,568  
Federal agency mortgage-backed pools12,572  194  (29) 12,737  
Total held to maturity investment securities$207,899  $7,336  $(88) $215,147  
Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information, and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary. While these securities are held in the available for sale portfolio and held-to-maturity, Horizon intends, and has the ability, to hold them until the earlier of a recovery in fair value or maturity.


20
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
The amortized cost and fair value of securities available for sale and held to maturity at June 30, 2020 and December 31, 2019, 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, 2020December 31, 2019
Amortized
Cost		Fair
Value		Amortized
Cost		Fair
Value
Available for sale
Within one year$40,750  $40,838  $37,386  $37,321  
One to five years41,840  43,156  41,230  41,293  
Five to ten years116,279  125,049  117,004  122,145  
After ten years337,486  351,506  213,574  218,193  
536,355  560,549  409,194  418,952  
Federal agency collateralized mortgage obligations219,431  225,805  267,272  269,252  
Federal agency mortgage-backed pools143,755  148,786  145,623  146,572  
Total available for sale investment securities$899,541  $935,140  $822,089  $834,776  
Held to maturity
Within one year$11,255  $11,308  $7,811  $7,874  
One to five years48,178  49,597  56,037  57,048  
Five to ten years89,212  95,232  94,756  98,480  
After ten years27,308  30,224  32,163  34,440  
175,953  186,361  190,767  197,842  
Federal agency collateralized mortgage obligations3,006  3,095  4,560  4,568  
Federal agency mortgage-backed pools11,976  12,362  12,572  12,737  
Total held to maturity investment securities$190,935  $201,818  $207,899  $215,147  
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.
June 30, 2020
Less than 12 Months12 Months or MoreTotal
Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses
Investment Securities
State and municipal$66,448  $(651) $4,885  $(108) $71,333  $(759) 
Federal agency collateralized mortgage obligations3,438  (6) —  —  3,438  (6) 
Total temporarily impaired securities$69,886  $(657) $4,885  $(108) $74,771  $(765) 

21
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
December 31, 2019
Less than 12 Months12 Months or MoreTotal
Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses
Investment Securities
U.S. Treasury and federal agencies$1,413  $(2) $—  $—  $1,413  $(2) 
State and municipal129,942  (2,374) 6,279  (131) 136,221  (2,505) 
Federal agency collateralized mortgage obligations68,043  (308) 23,301  (260) 91,344  (568) 
Federal agency mortgage-backed pools24,740  (104) 37,822  (183) 62,562  (287) 
Corporate notes—  —  —  —  —  —  
Total temporarily impaired securities$224,138  $(2,788) $67,402  $(574) $291,540  $(3,362) 
Information regarding security proceeds, gross gains and gross losses are presented below.
Three Months Ended June 30Six Months Ended June 30
2020201920202019
Sales of securities available for sale
Proceeds$5,146  $74,048  $37,182  $91,635  
Gross gains248  99  637  158  
Gross losses—  (199) (50) (243) 



22
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Note 4 – Loans
The following table presents total loans outstanding by portfolio class, as of June 30, 2020:
June 30,
2020
Commercial
Owner occupied real estate$501,198 
Non-owner occupied real estate1,009,116 
Residential spec homes12,036 
Development & spec land28,987 
Commercial and industrial761,378 
Total commercial2,312,715 
Real estate
Residential mortgage682,695 
Residential construction21,715 
Mortgage warehouse300,386 
Total real estate1,004,796 
Consumer
Direct installment39,515 
Indirect installment360,641 
Home equity260,715 
Total consumer660,871 
Total loans3,978,382 
Allowance for loan losses(55,090)
Net loans$3,923,292 
As of June 30, 2020, loans originated under the Federal Paycheck Protection Program ("PPP") totaled approximately $308.1 million. Total loans include net deferred loan fees of $7.1 million at June 30, 2020.

23
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
The following table presents total loans outstanding, as of December 31, 2019:
December 31,
2019
Commercial
Working capital and equipment$938,317 
Real estate, including agriculture978,891 
Tax exempt63,571 
Other65,872 
Total2,046,651 
Real estate
1-4 family762,571 
Other8,146 
Total770,717 
Consumer
Auto362,729 
Recreation16,262 
Real estate/home improvement43,585 
Home equity237,979 
Unsecured7,286 
Other1,339 
Total669,180 
Mortgage warehouse150,293 
Total loans3,636,841 
Allowance for loan losses(17,667)
Loans, net$3,619,174 


Note 5 – Accounting for Certain Loans Acquired in a Transfer
The Company has acquired loans in acquisitions, whereby the transferred loans had evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected.
Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as
past-due
and
non-accrual
status, borrower credit scores and recent
loan-to-value
percentages. percentages prior to January 1, 2020. 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.

24
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
The carrying amounts of those loans included in the balance sheet amounts of loans receivable as of December 31, 2019 are as follows:
December 31, 2019
CommercialReal EstateConsumer
Outstanding
Balance
Allowance
for Loan
Losses
Carrying
Amount
Heartland$197  $99  $—  $296  $—  $296  
Summit88  473  —  561  —  561  
Peoples229  35  —  264  —  264  
Kosciusko244  131  —  375  —  375  
LaPorte353  793  20  1,166  —  1,166  
Lafayette1,867  —  —  1,867  —  1,867  
Wolverine2,289  —  —  2,289  —  2,289  
Salin4,938  1,912  962  7,812  133  7,679  
Total$10,205  $3,443  $982  $14,630  $133  $14,497  
                         
 
September 30, 2019
 
 
Commercial
  
Real Estate
  
Consumer
  
Outstanding
Balance
  
Allowance
for Loan
Losses
  
Carrying
Amount
 
Heartland
 $
205
  $
143
  $
—  
  $
348
  $
  —  
  $
348
 
Summit
  
203
   
494
   
—  
   
697
   
—  
   
697
 
Peoples
  
240
   
38
   
—  
   
278
   
—  
   
278
 
Kosciusko
  
649
   
140
   
—  
   
789
   
—  
   
789
 
LaPorte
  
378
   
805
   
22
   
1,205
   
10
   
1,195
 
Lafayette
  
1,903
   
—  
   
—  
   
1,903
   
—  
   
1,903
 
Wolverine
  
2,347
   
—  
   
—  
   
2,347
   
—  
   
2,347
 
Salin
  
11,965
   
1,911
   
983
   
14,859
   
—  
   
14,859
 
                         
Total
 $
  17,890
  $
  3,531
  $
  1,005
  $
  22,426
  $
10
  $
22,416
 
                         
    
 
December 31, 2018
 
 
Commercial
  
Real Estate
  
Consumer
  
Outstanding
Balance
  
Allowance
for Loan
Losses
  
Carrying
Amount
 
Heartland
 $
232
  $
175
  $
—  
  $
407
  $
—  
  $
407
 
Summit
  
323
   
555
   
—  
   
878
   
—  
   
878
 
Peoples
  
270
   
58
   
—  
   
328
   
—  
   
328
 
Kosciusko
  
746
   
155
   
—  
   
901
   
—  
   
901
 
LaPorte
  
753
   
947
   
27
   
1,727
   
60
   
1,667
 
Lafayette
  
3,080
   
—  
   
—  
   
3,080
   
—  
   
3,080
 
Wolverine
  
7,841
   
—  
   
—  
   
7,841
   
—  
   
7,841
 
                         
Total
 $
13,245
  $
1,890
  $
27
  $
15,162
  $
60
  $
15,102
 
                         

Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Accretable yield, or income expected to be collected for the ninesix months ended SeptemberJune 30, 2019 is as follows:
Six Months Ended June 30, 2019
Beginning
balance
AdditionsAccretion
Reclassification
from
nonaccretable
difference
Disposals
Ending
balance
Heartland$174  $—  $(16) $—  $—  $158  
Summit42  —  (5) —  (11) 26  
Kosciusko300  —  (33) —  (1) 266  
LaPorte829  —  (59) —  —  770  
Lafayette609  —  (67) —  (180) 362  
Wolverine698  —  (212) —  (120) 366  
Salin—  735  —  —  —  735  
Total$2,652  $735  $(392) $—  $(312) $2,683  
                         
 
Nine Months Ended September 30, 2019
 
 
Beginning
balance
  
Additions
  
Accretion
  
Reclassification
from
nonaccretable
difference
  
Disposals
  
Ending
balance
 
Heartland
 $
174
  $
—  
  $
(24
) $
  
—
  
  $
—
  
  $
150
 
Summit
  
42
   
—  
   
(7
)  
—
  
   
(11
)  
24
 
Kosciusko
  
300
   
—  
   
(49
)  
—
  
   
(2
)  
249
 
LaPorte
  
829
   
—  
   
(85
)  
—
  
   
4
   
748
 
Lafayette
  
609
   
—  
   
(97
)  
—
  
   
(193
)  
319
 
Wolverine
  
698
   
—  
   
(243
)  
—
  
   
(306
)  
149
 
Salin
  
—  
   
2,002
   
(375
)  
—
  
   
(30
)  
1,597
 
                         
Total
 $
  2,652
  $
  2,002
  $
(880
) $
 
—
  
  $
(538
) $
3,236
 
                         
    
 
Nine Months Ended September 30, 2018
 
 
Beginning
balance
  
Additions
  
Accretion
  
Reclassification
from
nonaccretable
difference
  
Disposals
  
Ending
balance
 
Heartland
 $
452
  $
—  
  $
(68
) $
 —  
  $
(193
) $
191
 
Summit
  
147
   
—  
   
(34
)  
—  
   
(6
)  
107
 
Kosciusko
  
386
   
—  
   
(40
)  
—  
   
—  
   
346
 
LaPorte
  
980
   
—  
   
(75
)  
—  
   
(7
)  
898
 
Lafayette
  
933
   
—  
   
(176
)  
—  
   
(2
)  
755
 
Wolverine
  
2,267
   
—  
   
(538
)  
—  
   
(680
)  
1,049
 
                         
Total
 $
5,165
  $
—  
  $
(931
) $
 —  
  $
(888
) $
3,346
 
                         
During the ninesix months ended SeptemberJune 30, 2019, and 2018, the Company increased the allowance for loan losses on purchased loans by a charge to the income statement of $10,000 and $121,000, respectively.
$154,000.


25
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Note 6 – Allowance for Credit and Loan Losses
The historical loss experience is determinedfollowing tables represent, by loan portfolio segment, and is based on the actual loss history experienced by the Company over the prior one to five years. Management believes using the highesta summary of the one, two or five-year historical loss experience is an appropriate methodologychanges in the current economic environment, as it captures loss rates that are comparable toACL on loans for the current period being analyzed. three months ended June 30, 2020 and 2019:
Three Months Ended June 30, 2020
CommercialReal EstateMortgage WarehouseConsumerTotal
Balance, beginning of period$32,550  $5,654  $1,055  $9,181  $48,440  
Provision for credit losses on loans6,603  202  135  117  7,057  
Charge-offs(15) (34) —  (526) (575) 
Recoveries9  10  —  149  168  
Balance, end of period$39,147  $5,832  $1,190  $8,921  $55,090  

Three Months Ended June 30, 2019
CommercialReal EstateMortgage WarehouseConsumerTotal
Balance, beginning of period$11,556  $1,588  $1,014  $3,663  $17,821  
Provision for credit losses on loans590  185  26  95  896  
Charge-offs(339) (48) —  (327) (714) 
Recoveries74  7  —  221  302  
Balance, end of period$11,881  $1,732  $1,040  $3,652  $18,305  

The actual allowancefollowing tables represent, by loan portfolio segment, a summary of changes in the ACL on loans for loan loss activity is provided below.
 
Three Months Ended
  
Nine Months Ended
 
 
September 30
  
September 30
 
 
2019
  
2018
  
2019
  
2018
 
 
(Unaudited)
  
(Unaudited)
  
(Unaudited)
  
(Unaudited)
 
Balance at beginning of the period
 $
  18,305
  $
  17,071
  $
  17,820
  $
  16,394
 
Loans
charged-off:
            
Commercial
            
Owner occupied real estate
  
9
   
97
   
346
   
110
 
Non-owner
occupied real estate
  
—  
   
—  
   
64
   
—  
 
Residential spec homes
  
—  
   
—  
   
3
   
—  
 
Development & spec land
  
—  
   
—  
   
—  
   
—  
 
Commercial and industrial
  
215
   
109
   
227
   
109
 
                 
Total commercial
  
224
   
206
   
640
   
219
 
Real estate
            
Residential mortgage
  
—  
   
2
   
48
   
17
 
Residential construction
  
—  
   
—  
   
—  
   
—  
 
Mortgage warehouse
  
—  
   
—  
   
—  
   
—  
 
                 
Total real estate
  
—  
   
2
   
48
   
17
 
Consumer
            
Direct installment
  
69
   
20
   
134
   
124
 
Indirect installment
  
601
   
432
   
1,392
   
1,302
 
Home equity
  
88
   
11
   
143
   
142
 
                 
Total consumer
  
758
   
463
   
1,669
   
1,568
 
                 
Total loans
charged-off
  
982
   
671
   
2,357
   
1,804
 
Recoveries of loans previously
charged-off:
            
Commercial
            
Owner occupied real estate
  
9
   
7
   
9
   
19
 
Non-owner
occupied real estate
  
5
   
5
   
15
   
22
 
Residential spec homes
  
2
   
2
   
5
   
6
 
Development & spec land
  
—  
   
—  
   
—  
   
—  
 
Commercial and industrial
  
16
   
13
   
93
   
71
 
                 
Total commercial
  
32
   
27
   
122
   
118
 
Real estate
            
Residential mortgage
  
7
   
4
   
41
   
15
 
Residential construction
  
—  
   
—  
   
—  
   
—  
 
Mortgage warehouse
  
—  
   
—  
   
—  
   
—  
 
                 
Total real estate
  
7
   
4
   
41
   
15
 
Consumer
            
Direct installment
  
24
   
10
   
47
   
42
 
Indirect installment
  
129
   
107
   
512
   
378
 
Home equity
  
65
   
74
   
135
   
277
 
                 
Total consumer
  
218
   
191
   
694
   
697
 
                 
Total loan recoveries
  
257
   
222
   
857
   
830
 
                 
Net loans
charged-off
  
725
   
449
   
1,500
   
974
 
                 
Provision charged to operating expense
            
Commercial
  
393
   
1,895
   
2,105
   
1,589
 
Real estate
  
(289
)  
(243
)  
(185
)  
(612
)
Consumer
  
272
   
(476
)  
(284
)  
1,401
 
                 
Total provision charged to operating expense
  
376
   
1,176
   
1,636
   
2,378
 
                 
Balance at the end of the period
 $
17,956
  $
17,798
  $
17,956
  $
17,798
 
                 
the six months ended June 30, 2020 and 2019:
Six Months Ended June 30, 2020
CommercialReal EstateMortgage WarehouseConsumerTotal
Balance, beginning of period$11,996  $923  $1,077  $3,671  $17,667  
Impact of adopting ASC 32610,832  4,048  —  4,911  19,791  
Initial PCD Allowance2,786  —  —  —  2,786  
Provision for credit losses on loans13,519  902  113  1,123  15,657  
Charge-offs(84) (60) —  (1,144) (1,288) 
Recoveries98  19  —  360  477  
Balance, end of period$39,147  $5,832  $1,190  $8,921  $55,090  


26
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Six Months Ended June 30, 2019
CommercialReal EstateMortgage WarehouseConsumerTotal
Balance, beginning of period$10,495  $1,676  $1,006  $4,643  $17,820  
Provision for credit losses on loans1,712  70  34  (556) 1,260  
Charge-offs(416) (48) —  (911) (1,375) 
Recoveries90  34  —  476  600  
Balance, end of period$11,881  $1,732  $1,040  $3,652  $18,305  

The Company utilized the Cumulative Loss Rate method in determining expected future credit losses. The loss rate method measures the amount of loan charge-offs, net of recoveries, (“loan losses”) recognized over the life of a pool and compares those loan losses to the outstanding loan balance of that pool as of a specific point in time (“pool date”).
Certain loans are individually evaluatedTo estimate a CECL loss rate for impairment,the pool, management first identifies the loan losses recognized between the pool date and the Company’s general practice isreporting date for the pool and determines which loan losses were related to proactively charge down impaired loans tooutstanding at the fair valuepool date. The loss rate method then divides the loan losses recognized on loans outstanding as of the underlying collateral, whichpool date by the outstanding loan balance as of the pool date.
The Company's expected loss estimate is the appraised value less estimated selling costs.
Consistentanchored in historical credit loss experience, with regulatory guidance, charge-offsan emphasis on all loanavailable portfolio data. The Company's historical look-back period includes January 2012 through the current period, on a monthly basis. When historical credit loss experience is not sufficient for a specific portfolio, the Company may supplement its own portfolio data with external models or data.
Qualitative reserves reflect management's overall estimate of the extent to which current expected credit losses on collectively evaluated loans will differ from historical loss experience. The analysis takes into consideration other analytics performed within the organization, such as enterprise and concentration management, along with other credit-related analytics as deemed appropriate. Management attempts to quantify qualitative reserves whenever possible.
The Company's CECL estimate applies to a forecast that incorporates macroeconomic trends and other environmental factors. Management utilized National, Regional and Local Leading Economic Indexes, as well as management judgment, as the basis for the forecast period. The historical loss rate was utilized as the base rate, and qualitative adjustments were utilized to reflect the forecast and other relevant factors.
The Company 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 uncollectibleinto pools based on information that includes, but is not limited to, (1) the deterioratingfollowing risk characteristics: financial conditionasset type, loan purpose, collateral type, loan characteristics, credit characteristics, outstanding loan balances, contractual terms and prepayment assumptions, industry of the borrower (2) declining collateral values, and/and concentrations, and historical or (3) legal action, including bankruptcy, that impairsexpected credit loss patterns.
The $15.7 million ACL provision included special allocations related to the borrower’s ability to adequately meet its obligations. For impaired loans that are considered to be solely collateral dependent,potential impact on three portfolios, non-owner occupied retail, leisure and hospitality, and unstabilized commercial real estate while continuing allocations for hotels and restaurants, as a partial
charge-off
is recorded when aresult of the COVID-19 measures implemented by the states in which Horizon operates (Indiana and Michigan). Extensive analysis and monitoring of these portfolios has been undertaken and, while no loss has been confirmed by an updated appraisal or other appropriate valuationspecifically identified, the risks to certain borrowers are elevated and, therefore, the special allocation was deemed prudent.

27
The Company
charges-offHORIZON BANCORP, INC. AND SUBSIDIARIES
1-4
family residential and consumer loans, or portions thereof, when the Company reasonably determines the amount of the loss. The Company adheresNotes to timeframes established by applicable regulatory guidance which provides for the charge-down or specific allocation ofCondensed Consolidated Financial Statements
1-4(Unaudited)
family first and junior lien mortgages to the net realizable value less costs to sell when the value is known but no later than when a loan is 180 days past due. Pursuant to such guidelines, the Company also
charges-off
unsecured
open-end
loans when the loan is contractually 90 days past due, and charges down to the net realizable value other secured loans when they are contractually 90 days past due. Loans at these respective delinquency thresholds for which the Company can clearly document that the loan is both well-secured and(Table Dollar Amounts in the process of collection, such that collection in full will occur regardless of delinquency status, are not charged off.Thousands, Except Per Share Data)
The following table presents the balance in the allowance for loan lossescredit loss and the recorded investment in loans, by portfolio segment, and based on impairment analysis:
 
September 30, 2019
 
 
Commercial
  
Real Estate
  
Mortgage
Warehousing
  
Consumer
  
Total
 
Allowance For Loan Losses
               
Ending allowance balance attributable to loans:
               
Individually evaluated for impairment
 $
906
  $
—  
  $
—  
  $
—  
  $
906
 
Collectively evaluated for impairment
  
11,176
   
1,449
   
1,041
   
3,384
   
17,050
 
Loans acquired with deteriorated credit quality
  
—  
   
—  
   
—  
   
—  
   
—  
 
                     
Total ending allowance balance
 $
12,082
  $
1,449
  $
1,041
  $
3,384
  $
17,956
 
                     
Loans:
               
Individually evaluated for impairment
 $
8,194
  $
—  
  $
—  
  $
—  
  $
8,194
 
Collectively evaluated for impairment
  
2,039,841
   
796,485
   
155,631
   
665,192
   
3,657,149
 
Loans acquired with deteriorated credit quality
  
—  
   
—  
   
—  
   
—  
   
—  
 
                     
Total ending loans balance
 $
2,048,035
  $
796,485
  $
155,631
  $
665,192
  $
3,665,343
 
                     
analysis as of December 31, 2019:
December 31, 2019
CommercialReal Estate
Mortgage
Warehousing
ConsumerTotal
Allowance For Loan Losses
Ending allowance balance attributable to loans:
Individually evaluated for impairment$541  $—  $—  $—  $541  
Collectively evaluated for impairment11,455  923  1,077  3,671  17,126  
Loans acquired with deteriorated credit quality—  —  —  —  —  
Total ending allowance balance$11,996  $923  $1,077  $3,671  $17,667  
Loans:
Individually evaluated for impairment$7,347  $—  $—  $—  $7,347  
Collectively evaluated for impairment2,040,299  770,705  150,293  665,952  3,627,249  
Loans acquired with deteriorated credit quality—  —  —  —  —  
Total ending loans balance$2,047,646  $770,705  $150,293  $665,952  $3,634,596  



28
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
                     
 
December 31, 2018
 
 
Commercial
  
Real Estate
  
Mortgage
Warehousing
  
Consumer
  
Total
 
Allowance For Loan Losses
               
Ending allowance balance attributable to loans:
               
Individually evaluated for impairment
 $
1,035
  $
—  
  $
—  
  $
—  
  $
1,035
 
Collectively evaluated for impairment
  
9,460
   
1,676
   
1,006
   
4,643
   
16,785
 
Loans acquired with deteriorated credit quality
  
—  
   
—  
   
—  
   
—  
   
—  
 
                     
Total ending allowance balance
 $
10,495
  $
1,676
  $
1,006
  $
4,643
  $
17,820
 
                     
Loans:
               
Individually evaluated for impairment
 $
6,695
  $
—  
  $
—  
  $
—  
  $
6,695
 
Collectively evaluated for impairment
  
1,716,840
   
668,124
   
74,120
   
546,774
   
3,005,858
 
Loans acquired with deteriorated credit quality
  
—  
   
—  
   
—  
   
—  
   
—  
 
                     
Total ending loans balance
 $
1,723,535
  $
668,124
  $
74,120
  $
546,774
  $
3,012,553
 
                     
Note 7 –
Non-performing
Loans and Impaired Loans
The following table presents the
non-accrual,
loans past due over 90 days still on accrual, and troubled debt restructured (“TDRs”) by class of loans:
          
 
September 30, 2019
 June 30, 2020
 
Non-accrual
  
Loans Past
Due Over 90
Days Still
Accruing
  
Non-peforming

TDRs
  
Performing
TDRs
  
Total
Non-performing

Loans
 Non-accrual
Loans Past
Due Over 90
Days Still
Accruing
Non-performing
TDRs
Performing
TDRs
Total
Non-performing
Loans
Non-accrual
with no Allowance for Credit Losses
Commercial
               Commercial
Owner occupied real estate
 $
3,320
  $
  —  
  $
629
  $
139
  $
4,088
 Owner occupied real estate$8,547  $—  $629  $167  $9,343  $6,158  
Non-owner
occupied real estate
  
168
   
—  
   
385
   
—  
   
553
 Non-owner occupied real estate1,242  —  350  —  1,592  1,086  
Residential spec homes
  
—  
   
—  
   
—  
   
—  
   
—  
 Residential spec homes—  —  —  —  —  —  
Development & spec land
  
140
   
—  
   
—  
   
—  
   
140
 Development & spec land70  —  —  —  70  70  
Commercial and industrial
  
1,989
   
—  
   
—  
   
1,423
   
3,412
 Commercial and industrial2,049  —  1,184  —  3,233  2,363  
               
Total commercial
  
5,617
   
—  
   
1,014
   
1,562
   
8,193
 Total commercial11,908  —  2,163  167  14,238  9,677  
Real estate
               Real estate
Residential mortgage
  
5,031
   
1
   
573
   
1,607
   
7,212
 Residential mortgage7,354  —  1,054  1,537  9,945  8,408  
Residential construction
  
—  
   
—  
   
—  
   
—  
   
—  
 Residential construction—  —  —  —  —  —  
Mortgage warehouse
  
—  
   
—  
   
—  
   
—  
   
—  
 Mortgage warehouse—  —  —  —  —  —  
               
Total real estate
  
5,031
   
1
   
573
   
1,607
   
7,212
 Total real estate7,354  —  1,054  1,537  9,945  8,408  
Consumer
               Consumer
Direct installment
  
77
   
—  
   
—  
   
—  
   
77
 Direct installment27  40  —  —  67  27  
Indirect installment
  
1,121
   
33
   
—  
   
—  
   
1,154
 Indirect installment1,237  83  —  —  1,320  1,237  
Home equity
  
1,977
   
—  
   
220
   
322
   
2,519
 Home equity1,925  —  226  335  2,486  2,151  
               
Total consumer
  
3,175
   
33
   
220
   
322
   
3,750
 Total consumer3,189  123  226  335  3,873  3,415  
               
Total
 $
  13,823
  $
34
  $
  1,807
  $
  3,491
  $
  19,155
 Total$22,451  $123  $3,443  $2,039  $28,056  $21,500  
               

There was no interest income recognized on non-accrual loans during the three and six months ended June 30, 2020 and 2019 while the loans were in non-accrual status.
24
29
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
                     
 
December 31, 2018
 
 
Non-accrual
 
 
 
 
Loans Past
Due Over 90
Days Still
Accruing
 
 
 
 
 
 
 
 
Non-peforming

TDRs
 
 
 
 
 
Performing
TDRs
  
Total
Non-performing

Loans
 
Commercial
               
Owner occupied real estate
 $
3,413
  $
  —  
  $
—  
  $
109
  $
3,522
 
Non-owner
occupied real estate
  
554
   
—  
   
492
   
—  
   
1,046
 
Residential spec homes
  
—  
   
—  
   
—  
   
—  
   
—  
 
Development & spec land
  
68
   
—  
   
—  
   
—  
   
68
 
Commercial and industrial
  
2,059
   
208
   
—  
   
—  
   
2,267
 
                     
Total commercial
  
6,094
   
208
   
492
   
109
   
6,903
 
Real estate
               
Residential mortgage
  
2,846
   
180
   
423
   
1,558
   
5,007
 
Residential construction
  
—  
   
—  
   
—  
   
—  
   
—  
 
Mortgage warehouse
  
—  
   
—  
   
—  
   
—  
   
—  
 
                     
Total real estate
  
2,846
   
180
   
423
   
1,558
   
5,007
 
Consumer
               
Direct installment
  
35
   
—  
   
—  
   
—  
   
35
 
Indirect installment
  
916
   
173
   
—  
   
—  
   
1,089
 
Home equity
  
1,657
   
7
   
142
   
335
   
2,141
 
                     
Total consumer
  
2,608
   
180
   
142
   
335
   
3,265
 
                     
Total
 $
11,548
  $
568
  $
1,057
  $
  2,002
  $
  15,175
 
                     
December 31, 2019
Non-accrual
Loans Past
Due Over 90
Days Still
Accruing
Non-performing
TDRs
Performing
TDRs
Total
Non-performing
Loans
Non-accrual
with no Allowance for Credit Losses
Commercial
Owner occupied real estate$2,424  $—  $629  $139  $3,192  $2,563  
Non-owner occupied real estate682  —  374  —  1,056  937  
Residential spec homes—  —  —  —  —  —  
Development & spec land73  —  —  —  73  73  
Commercial and industrial1,603  —  78  1,345  3,026  514  
Total commercial4,782  —  1,081  1,484  7,347  4,087  
Real estate
Residential mortgage7,614  1  708  1,561  9,884  8,322  
Residential construction—  —  —  —  —  —  
Mortgage warehouse—  —  —  —  —  —  
Total real estate7,614  1  708  1,561  9,884  8,322  
Consumer
Direct installment30  5  —  —  35  30  
Indirect installment1,234  135  —  —  1,369  1,234  
Home equity2,019  5  217  309  2,550  2,236  
Total consumer3,283  145  217  309  3,954  3,500  
Total$15,679  $146  $2,006  $3,354  $21,185  $15,909  
Included in the $13.8$22.5 million of
non-accrual
loans and the $1.8$3.4 million of
non-performing
TDRs at SeptemberJune 30, 20192020 were $2.6$3.3 million and $735,000,$960,000, respectively, of loans acquired for which accretable yield was recognized.
FromTroubled Debt Restructurings
Loans modified as TDRs generally consist of allowing borrowers to defer scheduled principal payments and make interest only payments for a specified period of time at the stated interest rate of the original loan agreement or lower payments due to time,a modification of the Bank obtains informationloans' contractual terms. TDRs that may lead managementcontinue to believe that the collection of payments may be doubtfulaccrue interest are individually monitored on a particular loan. In recognition of this, it is management’s policymonthly basis and evaluated for impairment annually and transferred to convert the loan from an “earning asset” to a
non-accruing
loan. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date. Further, it is management’s policy to generally place a loan on a
non-accrual
status when the payment is delinquent in excess of 90 days or the loan has had the accrual of interest discontinued by management. The officer responsible for the loan and the Chief Commercial Banking Officer and/or the Chief Operations Officer must review all loans placed on
non-accrual
status. Subsequent payments on
non-accrual
loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured.
Non-accrual
loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal in accordance with the loan terms. The Company requires a period of satisfactory performance of not less than
six months
before returning a
non-accrual
loan to accrual status.
A loan becomes impaired when, based on current information, it is probable that a creditorany remaining principal and interest payments due on the loan will not be unable to collect all amounts due according tocollected in accordance with 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 useloan. TDRs 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 loanssubsequently default are individually classified as impaired is recognized on a cash basis after all past due and current principal payments have been made.

HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
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 analysisat the time 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 ofdefault.
At June 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 the three methods described above.
The Company’s TDRs are considered impaired loans and included in the allowance methodology using the guidance for impaired loans. At September 30, 2019,2020, 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
6
consecutive payments but is still reported as TDR unless the loan bears interest at a market rate. As of SeptemberJune 30, 2019,2020, the Company had $5.3$5.5 million in TDRs, and $3.5$2.0 million were performing according to the restructured terms, and
0
TDRs were 1 TDR was returned to accrual status during the first ninesix months of 2019.2020. There were $135,000$435,000 of specific reserves allocated to TDRs at SeptemberJune 30, 20192020 based on the discounted cash flows or, when appropriate, the fair value of the collateral. These TDRs are exclusive of loans modified under the CARES Act during the six months of 2020.

The following table presents commercial loans individually evaluated for impairment by class of loan:
                             
 
September 30, 2019
 
       
Three Months Ended
  
Nine Months Ended
 
 
Unpaid
Principal
Balance
 
 
 
 
Recorded
Investment
 
 
 
 
Allowance for
Loan Loss
Allocated
 
 
 
 
Average
Balance in
Impaired
Loans
 
 
 
 
Cash/Accrual
Interest
Income
Recognized
 
 
 
 
 
Average
Balance in
Impaired
Loans
 
 
 
 
Cash/Accrual
Interest
Income
Recognized
 
With no recorded allowance
                     
Commercial
                     
Owner occupied real estate
 $
  3,718
  $
  3,719
  $
  —  
  $
5,854
  $
83
  $
5,895
  $
  259
 
Non-owner
occupied real estate
  
427
   
427
   
—  
   
459
   
8
   
504
   
15
 
Residential spec homes
  
—  
   
—  
   
—  
   
—  
   
—  
   
—  
   
—  
 
Development & spec land
  
140
   
140
   
—  
   
225
   
1
   
224
   
3
 
Commercial and industrial
  
1,876
   
1,879
   
—  
   
2,419
   
71
   
2,429
   
83
 
                             
Total commercial
  
6,161
   
6,165
   
—  
   
8,957
   
163
   
9,052
   
360
 
With an allowance recorded
                     
Commercial
                     
Owner occupied real estate
  
370
   
370
   
3
   
371
   
4
   
367
   
14
 
Non-owner
occupied real estate
  
126
   
126
   
35
   
130
   
—  
   
133
   
—  
 
Residential spec homes
  
—  
   
—  
   
—  
   
—  
   
—  
   
—  
   
—  
 
Development & spec land
  
—  
   
—  
   
—  
   
—  
   
—  
   
—  
   
—  
 
Commercial and industrial
  
1,537
   
1,537
   
868
   
1,563
   
30
   
1,589
   
51
 
                             
Total commercial
  
2,033
   
2,033
   
906
   
2,064
   
34
   
2,089
   
65
 
                             
Total
 $
8,194
  $
8,198
  $
906
  $
  11,021
  $
  197
  $
 11,141
  $
425
 
                             
��
26
30
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
                             
 
September 30, 2018
 
         
Three Months Ended
  
Nine Months Ended
 
  
Unpaid Principal Balance
  
Recorded Investment
  
Allowance for Loan Loss Allocated
  
Average Balance in Impaired Loans
  
Cash/Accrual Interest Income Recognized
  
Average Balance in Impaired Loans
  
Cash/Accrual Interest Income Recognized
 
With no recorded allowance
                     
Commercial
                     
Owner occupied real estate
 $
4,496
  $
4,490
  $
—  
  $
5,014
  $
(25
) $
5,077
  $
71
 
Non-owner occupied real estate
  
841
   
857
   
—  
   
936
   
(5
)  
1,119
   
5
 
Residential spec homes
  
—  
   
—  
   
—  
   
—  
   
—  
   
—  
   
—  
 
Development & spec land
  
71
   
69
   
—  
   
69
   
—  
   
72
   
—  
 
Commercial and industrial
  
1,165
   
1,160
   
—  
   
1,418
   
5
   
1,241
   
12
 
                             
Total commercial
  6,573   
6,576
   
—  
   
7,437
   
(25
)  
7,509
   
88
 
With an allowance recorded
                     
Commercial
                     
Owner occupied real estate
  
845
   
845
   
145
   
852
   
—  
   
874
   
—  
 
Non-owner occupied real estate
  
187
   
187
   
30
   
189
   
4
   
178
   
4
 
Residential spec homes
  
—  
   
—  
   
—  
   
—  
   
—  
   
—  
   
—  
 
Development & spec land
  
—  
   
—  
   
—  
   
—  
   
—  
   
—  
   
—  
 
Commercial and industrial
  
750
   
750
   
749
   
750
   
4
   
750
   
4
 
                             
Total commercial
  1,782   
1,782
   
924
   
1,791
   
8
   
1,802
   
8
 
                             
Total
 $8,355  $
8,358
  $
924
  $
9,228
  $
(17
) $
9,311
  $
96
 
                             
The following table presents TDRs by loan portfolio:
June 30, 2020December 31, 2019
Non-accrualAccruingTotalNon-accrualAccruingTotal
Commercial
Owner occupied real estate$629  $167  $796  $629  $139  $768  
Non-owner occupied real estate350  —  350  374  —  374  
Residential spec homes—  —  —  —  —  —  
Development & spec land—  —  —  —  —  —  
Commercial and industrial1,184  —  1,184  78  1,345  1,423  
Total commercial2,163  167  2,330  1,081  1,484  2,565  
Real estate
Residential mortgage1,054  1,537  2,591  708  1,561  2,269  
Residential construction—  —  —  —  —  —  
Mortgage warehouse—  —  —  —  —  —  
Total real estate1,054  1,537  2,591  708  1,561  2,269  
Consumer
Direct installment—  —  —  —  —  —  
Indirect installment—  —  —  —  —  —  
Home equity226  335  561  217  309  526  
Total consumer226  335  561  217  309  526  
Total$3,443  $2,039  $5,482  $2,006  $3,354  $5,360  

Loans Modified under the CARES Act
The Bank has elected (i) to suspend the requirements under GAAP for loan modifications related to the COVID-19 pandemic that would otherwise be categorized as a TDR; and (ii) to suspend any determination of a loan modified as a result of the effects of COVID-19 pandemic as being a TDR, including impairment for accounting purposes. At June 30, 2020, the Bank modified loans totaling $533.9 million which qualify for treatment under the CARES Act.
Collateral Dependent Financial Assets
A collateral dependent financial loan relies solely on the operation or sale of the collateral for repayment. In evaluating the overall risk associated with a loan, the Company considers character, overall financial condition and resources, and payment statusrecord of the borrower; the prospects for support from any financially responsible guarantors; and the nature and degree of protection provided by classthe cash flow and value of loan:
                             
 
September 30, 2019
 
 
Current
  
30-59
 Days
Past Due
  
60-89
 Days
Past Due
  
90 Days or
Greater
Past Due
  
Non-accrual
  
Total Past Due
&
Non-accrual

Loans
  
Total
 
Commercial
                     
Owner occupied real estate
 $
718,761
  $
508
  $
—  
  $
—  
  $
3,949
  $
4,457
  $
723,218
 
Non-owner
occupied real estate
  
764,987
   
778
   
256
   
—  
   
553
   
1,587
   
766,574
 
Residential spec homes
  
10,813
   
—  
   
—  
   
—  
   
—  
   
—  
   
10,813
 
Development & spec land
  
36,055
   
920
   
—  
   
—  
   
140
   
1,060
   
37,115
 
Commercial and industrial
  
506,893
   
767
   
666
   
—  
   
1,989
   
3,422
   
510,315
 
                             
Total commercial
  
2,037,509
   
2,973
   
922
   
—  
   
6,631
   
10,526
   
2,048,035
 
Real estate
                     
Residential mortgage
  
764,308
   
3,531
   
—  
   
1
   
5,604
   
9,136
   
773,444
 
Residential construction
  
23,041
   
—  
   
—  
   
—  
   
—  
   
—  
   
23,041
 
Mortgage warehouse
  
155,631
   
—  
   
—  
   
—  
   
—  
   
—  
   
155,631
 
                             
Total real estate
  
942,980
   
3,531
   
—  
   
1
   
5,604
   
9,136
   
952,116
 
Consumer
                     
Direct installment
  
41,843
   
124
   
4
   
—  
   
77
   
205
   
42,048
 
Indirect installment
  
341,554
   
1,427
   
432
   
33
   
1,121
   
3,013
   
344,567
 
Home equity
  
275,589
   
600
   
191
   
—  
   
2,197
   
2,988
   
278,577
 
                             
Total consumer
  
658,986
   
2,151
   
627
   
33
   
3,395
   
6,206
   
665,192
 
                             
Total
 $
3,639,475
  $
  8,655
  $
  1,549
  $
34
  $
  15,630
  $
  25,868
  $
3,665,343
 
                             
Percentage of total loans
  
99.29
%  
0.24
%  
0.04
%  
0.00
%  
0.43
%  
0.71
%  
100.00
%
any underlying collateral. However, as other sources of repayment become inadequate over time, the significance of the collateral's value increases and the loan may become collateral dependent.


31
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
The table below presents the value of collateral dependent loans by loan class as of June 30, 2020:
June 30, 2020
Commercial
Owner occupied real estate$3,018 
Non-owner occupied real estate506 
Commercial and industrial870 
Total commercial4,394 
Total collateral dependent loans$4,394 
                             
 
December 31, 2018
 
 
Current
  
30-59
 Days
Past Due
  
60-89
 Days
Past Due
  
90 Days or
Greater
Past Due
  
Non-accrual
  
Total Past Due
&
Non-accrual

Loans
  
Total
 
Commercial
                     
Owner occupied real estate
 $
558,982
  $
537
  $
997
  $
 —  
  $
3,413
  $
4,947
  $
563,929
 
Non-owner
occupied real estate
  
712,896
   
175
   
19
   
—  
   
1,046
   
1,240
   
714,136
 
Residential spec homes
  
4,703
   
492
   
—  
   
—  
   
—  
   
492
   
5,195
 
Development & spec land
  
46,455
   
—  
   
—  
   
—  
   
68
   
68
   
46,523
 
Commercial and industrial
  
390,234
   
515
   
736
   
208
   
2,059
   
3,518
   
393,752
 
                             
Total commercial
  
1,713,270
   
1,719
   
1,752
   
208
   
6,586
   
10,265
   
1,723,535
 
Real estate
                     
Residential mortgage
  
639,458
   
1,131
   
56
   
180
   
3,269
   
4,636
   
644,094
 
Residential construction
  
24,030
   
—  
   
—  
   
—  
   
—  
   
—  
   
24,030
 
Mortgage warehouse
  
74,120
   
—  
   
—  
   
—  
   
—  
   
—  
   
74,120
 
                             
Total real estate
  
737,608
   
1,131
   
56
   
180
   
3,269
   
4,636
   
742,244
 
Consumer
                     
Direct installment
  
34,087
   
93
   
18
   
—  
   
35
   
146
   
34,233
 
Indirect installment
  
311,494
   
1,396
   
198
   
173
   
916
   
2,683
   
314,177
 
Home equity
  
195,760
   
761
   
37
   
7
   
1,799
   
2,604
   
198,364
 
                             
Total consumer
  
541,341
   
2,250
   
253
   
180
   
2,750
   
5,433
   
546,774
 
                             
Total
 $
2,992,219
  $
  5,100
  $
  2,061
  $
568
  $
  12,605
  $
  20,334
  $
3,012,553
 
                             
Percentage of total loans
  
99.33
%  
0.17
%  
0.07
%  
0.02
%  
0.42
%  
0.67
%  
100.00
%
The following table presents the payment status by class of loan, excluding non-accrual loans of $22.5 million and non-performing TDRs of $3.4 million at June 30, 2020:
June 30, 2020
Current30-59 Days
Past Due		60-89 Days
Past Due		90 Days or
Greater
Past Due		Total 
Past Due
Loans		Total
Loans
Commercial
Owner occupied real estate$491,811  $116  $—  $—  $116  $491,927  
Non-owner occupied real estate1,007,524  —  —  —  —  1,007,524  
Residential spec homes12,036  —  —  —  —  12,036  
Development & spec land28,917  —  —  —  —  28,917  
Commercial and industrial757,964  100  —  —  100  758,064  
Total commercial2,298,252  216  —  —  216  2,298,468  
Real estate
Residential mortgage672,729  1,295  263  —  1,558  674,287  
Residential construction21,715  —  —  —  —  21,715  
Mortgage warehouse300,386  —  —  —  —  300,386  
Total real estate994,830  1,295  263  —  1,558  996,388  
Consumer
Direct installment39,413  30  5  40  75  39,488  
Indirect installment355,305  1,097  259  83  1,439  356,744  
Home equity260,536  434  254  —  688  261,224  
Total consumer655,254  1,561  518  123  2,202  657,456  
Total$3,948,336  $3,072  $781  $123  $3,976  $3,952,312  
Percentage of total loans99.90 %0.08 %0.02 %0.00 %0.10 %100.00 %

32
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
The following table presents the payment status by class of loan, excluding non-accrual loans of $15.7 million and non-performing TDRs of $2.0 million at December 31, 2019:
December 31, 2019
Current30-59 Days
Past Due		60-89 Days
Past Due		90 Days or
Greater
Past Due		Total 
Past Due
Loans		Total
Commercial
Owner occupied real estate$515,604  $920  $—  $—  $920  $516,524  
Non-owner occupied real estate972,195  80  —  —  80  972,275  
Residential spec homes12,925  —  —  —  —  12,925  
Development & spec land35,881  —  —  —  —  35,881  
Commercial and industrial503,348  819  11  —  830  504,178  
Total commercial2,039,953  1,819  11  —  1,830  2,041,783  
Real estate
Residential mortgage740,712  1,984  —  1  1,985  742,697  
Residential construction19,686  —  —  —  —  19,686  
Mortgage warehouse150,293  —  —  —  —  150,293  
Total real estate910,691  1,984  —  1  1,985  912,676  
Consumer
Direct installment40,864  175  5  5  185  41,049  
Indirect installment344,478  2,407  404  135  2,946  347,424  
Home equity273,050  904  20  5  929  273,979  
Total consumer658,392  3,486  429  145  4,060  662,452  
Total$3,609,036  $7,289  $440  $146  $7,875  $3,616,911  
Percentage of total loans99.78 %0.20 %0.01 %0.01 %0.22 %100.00 %
The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date.
Horizon Bank’s processes for determining credit quality differ slightly depending on whether a new loan or a renewed loan is being underwritten, or whether an existing loan is being
re-evaluated
for credit quality. The latter usually occurs upon receipt of current financial information or other pertinent data that would trigger a change in the loan grade.
•For new and renewed commercial loans, the Bank’s Credit Department, which acts independently of the loan officer, assigns the credit quality grade to the loan. Loan grades for loans with an aggregate credit exposure that exceeds the authorities in the respective markets (ranging from $
1,000,000
$1,000,000 to $
3,500,000
)$3,500,000) are validated by the Loan Committee, which is chaired by the Chief Commercial Banking Officer (CCBO).
•Commercial loan officers are responsible for reviewing their loan portfolios and reporting any adverse material change to the CCBO or Loan Committee. When circumstances warrant a change in the credit quality grade, loan officers are required to notify the CCBO and the Credit Department of the change in the loan grade. Downgrades are accepted immediately by the CCBO, however, lenders must present their factual information to either the Loan Committee or the CCBO when recommending an upgrade.
•The CCBO, or his designee, meets regularly with loan officers to discuss the status of
past-due
loans and classified loans. These meetings are also designed to give the loan officers an opportunity to identify an existing loan that should be downgraded to a classified grade.
•Monthly, senior management meets with the Watch Committee, which reviews all of the past due, classified, and impaired loans and the relative trends of these assets. This committee also reviews the actions taken by management regarding foreclosure mitigation, loan extensions, troubled debt restructures, other real estate owned and personal
33
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
property repossessions. The information reviewed in this meeting acts as a precursor for developing management’s analysis of the adequacy of the Allowance for Loan and Lease Losses.
Credit Losses for loans.
For residential real estate and consumer loans, Horizon uses a grading system based on delinquency. Loans that are 90 days or more past due, on
non-accrual,
or are classified as a TDR are graded “Substandard.” After being 90 to 120 days delinquent a loan is charged off unless it is well secured and in the process of collection. If the latter case exists, the loan is placed on
non-accrual.
Occasionally a mortgage loan may be graded as “Special Mention.” When this situation arises, it is because the characteristics of the loan and the borrower fit the definition of a Risk Grade 5 described below, which is normally used for grading commercial loans. Loans not graded Substandard are considered Pass.

Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Horizon Bank employs a nine-grade rating system to determine the credit quality of commercial loans. The first five grades represent acceptable quality, and the last four grades mirror the criticized and classified grades used by the bank regulatory agencies (special mention, substandard, doubtful, and loss). The loan grade definitions are detailed below.

Risk Grade 1: Excellent (Pass)
Loans secured by liquid collateral, such as certificates of deposit, reputable bank letters of credit, or other cash equivalents; loans that are guaranteed or otherwise backed by the full faith and credit of the United States government or an agency thereof, such as the Small Business Administration;equivalents or loans to any publicly held company with a current long-term debt rating of A or better.
better and meeting defined key financial metric ranges.

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 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 with required margins where there is no impediment to liquidation; loans to individuals backed by liquid personal assets and unblemished credit history;histories; or loans to publicly held companies with current long-term debt ratings of Baa or better.
better and meeting defined key financial metric ranges.

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



34
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Risk Grade 4W Management Watch:
Loans in this category are considered to be of acceptable quality and meet defined key financial metric ranges, but with above normal risk. Borrower displays potential indicators of weakness in the primary source of repayment resulting in a higher reliance on secondary sources of repayment. Balance sheet may exhibit weak liquidity and/or high leverage. There is inconsistent earnings performance without the ability to sustain adverse economic conditions. Borrower may be operating in a declining industry or the property type, as for a commercial real estate loan, may be unstablized, high risk or in decline. These loans require an increased level of loan officer supervision and monitoring to assure that any deterioration is addressed in a timely fashion.
Commercial construction loans are graded as 4W Management Watch until the projects are completed and stabilized.

Risk Grade 5: Special Mention
Loans which possess some temporary (normally less than one year) 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.
strength and must meet defined key financial metric ranges.

Risk Grade 6: Substandard
One or more of the following characteristics may be exhibited in loans classified Substandard:
•Loans which possess a defined credit weakness. The likelihood that a loan will be paid from the primary source of repayment is uncertain. Financial deterioration is under way and very close attention is warranted to ensure that the loan is collected without loss.
•Loans are inadequately protected by the current net worth and paying capacity of the obligor.
•The primary source of repayment is gone, and the Bank is forced to rely on a secondary source of repayment, such as collateral liquidation or guarantees.
•Loans have a distinct possibility that the Bank will sustain some loss if deficiencies are not corrected.
•Unusual courses of action are needed to maintain a high probability of repayment.
•The borrower is not generating enough cash flow to repay loan principal; however, it continues to make interest payments.
•The lender is forced into a subordinated or unsecured position due to flaws in documentation.
•Loans have been restructured so that payment schedules, terms, and collateral represent concessions to the borrower when compared to the normal loan terms.
•The lender is seriously contemplating foreclosure or legal action due to the apparent deterioration in the loan.
•There is a significant deterioration in market conditions to which the borrower is highly vulnerable.
•The borrower meets defined key financial metric ranges.

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.
•The borrower meets defined key financial metric ranges.


Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Risk Grade 8: Loss
Loans are considered uncollectible and of such little value that continuing to carry them as assets is not feasible. Loans will be classified Loss when it is neither practical nor desirable to defer writing off or reserving all or a portion of a basically worthless asset, even though partial recovery may be possible at some time in the future.

The following table presents loans by credit grades.
                     
 
September 30, 2019
 
 
Pass
  
Special
Mention
  
Substandard
  
Doubtful
  
Total
 
Commercial
               
Owner occupied real estate
 $
696,380
  $
7,776
  $
19,062
  $
—  
  $
723,218
 
Non-owner
occupied real estate
  
751,995
   
5,654
   
8,925
   
—  
   
766,574
 
Residential spec homes
  
10,813
   
—  
   
—  
   
—  
   
10,813
 
Development & spec land
  
33,957
   
—  
   
3,158
   
—  
   
37,115
 
Commercial and industrial
  
470,722
   
19,569
   
20,024
   
—  
   
510,315
 
                     
Total commercial
  
1,963,867
   
32,999
   
51,169
   
—  
   
2,048,035
 
Real estate
               
Residential mortgage
  
766,233
   
—  
   
7,211
   
—  
   
773,444
 
Residential construction
  
23,041
   
—  
   
—  
   
—  
   
23,041
 
Mortgage warehouse
  
155,631
   
—  
   
—  
   
—  
   
155,631
 
                     
Total real estate
  
944,905
   
—  
   
7,211
   
—  
   
952,116
 
Consumer
               
Direct installment
  
41,971
   
—  
   
77
   
—  
   
42,048
 
Indirect installment
  
343,413
   
—  
   
1,154
   
—  
   
344,567
 
Home equity
  
276,058
   
—  
   
2,519
   
—  
   
278,577
 
                     
Total consumer
  
661,442
   
—  
   
3,750
   
—  
   
665,192
 
                     
Total
 $
3,570,214
  $
32,999
  $
62,130
  $
—  
  $
3,665,343
 
                     
Percentage of total loans
  
97.40
%  
0.90
%  
1.70
%  
0.00
%  
100.00
%
    
 
December 31, 2018
 
 
Pass
  
Special
Mention
  
Substandard
  
Doubtful
  
Total
 
Commercial
               
Owner occupied real estate
 $
540,643
  $
6,618
  $
16,668
  $
—  
  $
563,929
 
Non-owner
occupied real estate
  
698,591
   
9,682
   
5,863
   
—  
   
714,136
 
Residential spec homes
  
5,195
   
—  
   
—  
   
—  
   
5,195
 
Development & spec land
  
46,358
   
97
   
68
   
—  
   
46,523
 
Commercial and industrial
  
379,013
   
6,655
   
8,084
   
—  
   
393,752
 
                     
Total commercial
  
1,669,800
   
23,052
   
30,683
   
—  
   
1,723,535
 
Real estate
               
Residential mortgage
  
639,267
   
—  
   
4,827
   
—  
   
644,094
 
Residential construction
  
24,030
   
—  
   
—  
   
—  
   
24,030
 
Mortgage warehouse
  
74,120
   
—  
   
—  
   
—  
   
74,120
 
                     
Total real estate
  
737,417
   
—  
   
4,827
   
—  
   
742,244
 
Consumer
               
Direct installment
  
34,198
   
—  
   
35
   
—  
   
34,233
 
Indirect installment
  
313,088
   
—  
   
1,089
   
—  
   
314,177
 
Home equity
  
196,223
   
—  
   
2,141
   
—  
   
198,364
 
                     
Total consumer
  
543,509
   
—  
   
3,265
   
—  
   
546,774
 
                     
Total
 $
2,950,726
  $
23,052
  $
  38,775
  $
—  
  $
3,012,553
 
                     
Percentage of total loans
  
97.95
%  
0.77
%  
1.29
%  
0.00
%  
100.00
%

35
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
The following tables present loans by credit grades and origination year.
June 30, 202020202019201820172016PriorRevolving LoansTotal
Commercial
Owner occupied real estate
Pass$27,165  $65,335  $55,867  $54,371  $56,131  $161,463  $38,697  $459,029  
Special Mention173  291  4,983  4,393  2,394  11,132  —  23,366  
Substandard—  1,231  3,915  1,146  497  8,135  3,879  18,803  
Doubtful—  —  —  —  —  —  —  —  
Total owner occupied real estate$27,338  $66,857  $64,765  $59,910  $59,022  $180,730  $42,576  $501,198  
Non-owner occupied real estate
Pass$68,736  $129,273  $83,742  $143,870  $114,786  $231,098  $159,787  $931,292  
Special Mention2,477  10,727  27,479  9,421  2,959  15,174  1,075  69,312  
Substandard—  —  2,438  631  453  4,990  —  8,512  
Doubtful—  —  —  —  —  —  —  —  
Total non-owner occupied real estate$71,213  $140,000  $113,659  $153,922  $118,198  $251,262  $160,862  $1,009,116  
Residential spec homes
Pass$—  $—  $—  $318  $679  $1,905  $7,889  $10,791  
Special Mention—  —  —  —  —  —  1,245  1,245  
Substandard—  —  —  —  —  —  —  —  
Doubtful—  —  —  —  —  —  —  —  
Total residential spec homes$—  $—  $—  $318  $679  $1,905  $9,134  $12,036  
Development & spec land
Pass$30  $912  $2,449  $4,815  $804  $13,356  $6,488  $28,854  
Special Mention—  —  —  —  —  133  —  133  
Substandard—  —  —  —  —  —  —  —  
Doubtful—  —  —  —  —  —  —  —  
Total development & spec land$30  $912  $2,449  $4,815  $804  $13,489  $6,488  $28,987  
Commercial & industrial
Pass$321,761  $66,704  $66,203  $96,404  $30,716  $83,437  $33,185  $698,410  
Special Mention8,027  4,012  8,027  6,321  2,363  12,088  1,914  42,752  
Substandard2,651  5,751  3,553  1,699  834  3,656  2,072  20,216  
Doubtful—  —  —  —  —  —  —  —  
Total commercial & industrial$332,439  $76,467  $77,783  $104,424  $33,913  $99,181  $37,171  $761,378  
Total commercial$431,020  $284,236  $258,656  $323,389  $212,616  $546,567  $256,231  $2,312,715  

Note 8 – Leases36
As of January 1, 2019, when the Company adopted ASU
2016-02
prospectively, the Company began recording operating leases as a
right-of-use
(“ROU”) asset in other assets and operating lease liability in other liabilities on the consolidated balance sheet. Operating lease ROU assets represent the right to use an underlying asset during the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents our incremental borrowing rate at the lease commencement date. Operating lease expense, which is comprised of amortization of the ROU asset and the implicit interest accreted on the operating liability, is recognized on a straight-line basis over the lease term, and is recorded primarily in net occupancy expense in the consolidated statements of income.
When the Company adopted the guidance on January 1, 2019, it elected the optional alternative transition method permitted by ASU
2018-11
allowing for recognition of applicable leases as of January 1, 2019. Additionally, the Company elected the following accounting policies:
The practical expedient package that forgoes:
Reassessment of any expired or existing contracts for a lease
Reassessment of lease classification for expired or existing leases
Reassessment of initial direct costs for existing leases
The hindsight practical expedient to determine lease term and impairment of ROU assets
Other practical expedients regarding combination of lease and
non-lease
components and the exclusion of short-term leases
The Company did not elect to follow the practical expedients for land easements and the portfolio approach
Operating leases relate primarily to bank branches and office space with remaining average lease terms of
seven years
. The weighted average discount rate utilized to calculate the ROU asset and operating lease liability was approximately 2.57%, which represents the incremental borrowing rate. At inception, the Company recorded a ROU asset and operating lease liability of $3.5 million. At September 30, 2019, a ROU asset of $3.0 million is included in other assets and an operating lease liability of $3.2 million is included in other liabilities. Options to extend a lease were considered in the remaining lease term determination. The lease expense for operating leases was $150,000 for the three months ended September 30, 2019 and $446,000 for the nine months ended September 30, 2019.
Future minimum operating lease payments under
non-cancellable
leases with initial or remaining lease terms at September 30, 2019 were as follows:
     
Year
 
Amount
 
2019
 $
119
 
2020
  
476
 
2021
  
476
 
2022
  
504
 
2023 and thereafter
  
1,609
 
     
Total lease payments
 $
3,184
 
     
Less: Interest
  
(170
)
     
Present value of lease liabilities
 $
3,014
 
     

Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
June 30, 202020202019201820172016PriorRevolving LoansTotal
Real estate
Residential mortgage
Performing$59,698  $68,882  $119,632  $115,321  $85,206  $223,362  $649  $672,750  
Non-performing—  181  147  369  1,310  7,938  —  9,945  
Total residential mortgage$59,698  $69,063  $119,779  $115,690  $86,516  $231,300  $649  $682,695  
Residential construction
Performing$—  $—  $—  $—  $—  $—  $21,715  $21,715  
Non-performing—  —  —  —  —  —  —  —  
Total residential construction$—  $—  $—  $—  $—  $—  $21,715  $21,715  
Mortgage warehouse
Performing$—  $—  $—  $—  $—  $—  $300,386  $300,386  
Non-performing—  —  —  —  —  —  —  —  
Total mortgage warehouse$—  $—  $—  $—  $—  $—  $300,386  $300,386  
Total real estate$59,698  $69,063  $119,779  $115,690  $86,516  $231,300  $322,750  $1,004,796  

June 30, 202020202019201820172016PriorRevolving LoansTotal
Consumer
Direct installment
Performing$6,706  $12,336  $7,486  $7,381  $3,002  $2,523  $14  $39,448  
Non-performing—  4  30  20  6  7  —  67  
Total direct installment$6,706  $12,340  $7,516  $7,401  $3,008  $2,530  $14  $39,515  
Indirect installment
Performing$72,828  $119,252  $96,562  $50,133  $12,502  $8,044  $—  $359,321  
Non-performing—  166  272  531  141  210  —  1,320  
Total indirect installment$72,828  $119,418  $96,834  $50,664  $12,643  $8,254  $—  $360,641  
Home equity
Performing$28,281  $50,367  $43,076  $33,139  $26,902  $71,516  $4,948  $258,229  
Non-performing—  9  55  79  52  1,123  1,168  2,486  
Total home equity$28,281  $50,376  $43,131  $33,218  $26,954  $72,639  $6,116  $260,715  
Total consumer$107,815  $182,134  $147,481  $91,283  $42,605  $83,423  $6,130  $660,871  

37
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
December 31, 2019
PassSpecial
Mention		SubstandardDoubtfulTotal
Commercial
Owner occupied real estate$492,386  $8,328  $18,863  $—  $519,577  
Non-owner occupied real estate957,990  7,824  7,517  —  973,331  
Residential spec homes12,925  —  —  —  12,925  
Development & spec land35,815  —  139  —  35,954  
Commercial and industrial468,893  18,652  18,314  —  505,859  
Total commercial1,968,009  34,804  44,833  —  2,047,646  
Real estate
Residential mortgage741,136  —  9,883  —  751,019  
Residential construction19,686  —  —  —  19,686  
Mortgage warehouse150,293  —  —  —  150,293  
Total real estate911,115  —  9,883  —  920,998  
Consumer
Direct installment41,044  —  35  —  41,079  
Indirect installment347,289  —  1,369  —  348,658  
Home equity273,665  —  2,550  —  276,215  
Total consumer661,998  —  3,954  —  665,952  
Total$3,541,122  $34,804  $58,670  $—  $3,634,596  
Percentage of total loans97.43 %0.96 %1.61 %0.00 %100.00 %

Commercial loans modified due to the impact of the COVID-19 pandemic were immediately downgraded one level resulting in the increase of Special Mention commercial loans from December 31, 2019 to June 30, 2020.


Note 8 – Loan Servicing

Loans serviced for others are not included in the accompanying condensed consolidated balance sheets. The unpaid principal balances of loans serviced for others totaled approximately $1.5 billiom and $1.4 billion at June 30, 2020 and December 31, 2019.

The aggregate fair value of capitalized mortgage servicing rights was approximately $12.1 million and $14.4 million at June 30, 2020 and December 31, 2019, compared to the carrying values of $12.4 million and $14.3 million at June 30, 2020 and December 31, 2019, respectively. Comparable market values and a valuation model that calculates the present value of future cash flows were used to estimate fair value. For purposes of measuring impairment, risk characteristics including product type, investor type and interest rates, were used to stratify the originated mortgage servicing rights.

38
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
June 30,December 31,
20202019
Mortgage servicing rights
Balance, beginning of period$15,046  $12,876  
Servicing rights capitalized2,573  3,547  
Amortization of servicing rights(1,310) (1,377) 
Balance, end of period16,309  15,046  
Impairment allowance
Balance, beginning of period(719) (527) 
Additions(3,201) (234) 
Reductions—  42  
Balance, end of period(3,920) (719) 
Mortgage servicing rights, net$12,389  $14,327  

The Bank recorded additional impairment of approximately $3.2 million and $192,000 for the six months ended June 30, 2020 and December 31, 2019, respectively.


Note 9 – Goodwill

The following table presents the Company’s carrying amount of goodwill as of June 30, 2020 and December 31, 2019.

June 30,December 31,
20202019
Balance, beginning of period$151,238  $119,880  
Goodwill acquired during the period—  31,358  
Balance, end of period$151,238  $151,238  

In accordance with ASC 350-20, the Company conducts a goodwill impairment test at least annually, or more frequently as events occur or circumstances change that would more-likely-than-not reduce the fair value below its carrying amount. In the second quarter of 2020, the onset of the COVID-19 pandemic prompted the Company to assess qualitative and quantitative factors to determine whether it was more-likely-than-not the fair value of the Company was less than the carrying amount.

The Company assessed relevant events and circumstances, including macroeconomic conditions, industry and market considerations, overall financial performance, changes in the composition or carrying amount of assets and liabilities, the market price of the Company’s common stock and other relevant facts. The Company performed both a market capitalization approach and a discounted cash flow approach to determine the fair value of the Company. As a result, 0 goodwill impairment charge was recognized during the three and six months ended June 30, 2020.

Note 910 – Repurchase Agreements
The Company transfers various securities to customers in exchange for cash at the end of each business day and agrees to acquire the securities at the end of the next business day for the cash exchanged plus interest. The process is repeated at the end of each business day until the agreement is terminated. The securities underlying the agreement remained under the Bank’s control.

39
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)

The following table shows repurchase agreements accounted for as secured borrowings:
              
 
September 30, 2019
 June 30, 2020
 
Remaining Contractual Maturity of the Agreements
 Remaining Contractual Maturity of the Agreements
 
Overnight
and
Continuous
  
Up to one
year
  
One to three
years
  
Three to five
years
  
Five to ten
years
  
Beyond ten
years
  
Total
 Overnight
and
Continuous		Up to one
year		One to three
years		Three to five
years		Five to ten
years		Beyond ten
years		Total
Repurchase Agreements and
repurchase-to-maturity
transactions
                     Repurchase Agreements and repurchase-to-maturity transactions
Repurchase Agreements
 $
97,301
  $
  —  
  $
  —  
  $
  —  
  $
  —  
  $
  —  
  $
97,301
 Repurchase Agreements$109,160  $—  $—  $—  $—  $—  $109,160  
Securities pledged for Repurchase Agreements
                     Securities pledged for Repurchase Agreements
Federal agency collateralized mortgage obligations
 $
33,579
  $
—  
  $
—  
  $
—  
  $
—  
  $
—  
  $
33,579
 Federal agency collateralized mortgage obligations$46,073  $—  $—  $—  $—  $—  $46,073  
Federal agency mortgage-backed pools
  
76,002
   
—  
   
—  
   
—  
   
—  
   
—  
   
76,002
 Federal agency mortgage-backed pools65,039  —  —  —  —  —  65,039  
                     
Total
 $
 109,581
  $
—  
  $
—  
  $
—  
  $
—  
  $
—  
  $
109,581
 Total$111,112  $—  $—  $—  $—  $—  $111,112  
                     


Note 11 – Subordinated Notes
On June 24, 2020, Horizon issued $60.0 million in aggregate principal amount of 5.625% fixed-to-floating rate subordinated notes (the “Notes”). The Notes were offered in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Notes mature on July 1, 2030 (the “Maturity Date”). From and including the date of original issuance to, but excluding, July 1, 2025 or the date of earlier redemption (the “fixed rate period”), the Notes bear interest at an initial rate of 5.625% per annum, payable semi-annually in arrears on January 1 and July 1 of each year, commencing on January 1, 2021. The last interest payment date for the fixed rate period will be July 1, 2025. From and including July 1, 2025 to, but excluding, the Maturity Date or the date of earlier redemption (the “floating rate period”), the Notes bear interest at a floating rate per annum equal to the Benchmark rate (which is expected to be Three-Month Term SOFR), plus 549 basis points, payable quarterly in arrears on January 1, April 1, July1, and October 1 of each year, commencing on October 1, 2025. Notwithstanding the foregoing, in the event that the Benchmark rate is less than zero, the Benchmark rate shall be deemed to be zero.
Horizon may, at its option, beginning with the interest payment date of July 1, 2025 and on any interest payment date thereafter, redeem the Notes, in whole or in part. The Notes will not otherwise be redeemable by Horizon prior to maturity, unless certain events occur. The redemption price for any redemption is 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any early redemption of the Notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System to the extent then required under applicable laws or regulations, including capital regulations.
The Notes are unsecured subordinated obligations, and rank pari passu, or equally, with all of Horizon's future unsecured subordinated debt and are junior to all existing and future senior debt. The Notes are structurally subordinated to all existing and future liabilities of Horizon's subsidiaries, including the deposit liabilities and claims of other creditors of Horizon Bank, and are effectively subordinated to Horizon's existing and future secured indebtedness. There is no sinking fund for the Notes. The Notes are obligations of Horizon only and are not obligations of, and are not guaranteed by, any of Horizon's subsidiaries.



40
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Note 1012 – 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
months LIBOR and to pay interest to the counterparty at a fixed rate of 4.20% on a notional amount of $12.0 million at June 30, 2020 and a weighted average fixed rate of 5.81%4.03% on a notional amount of $30.5$15.5 million at September 30, 2019 and December 31, 2018.2019. Under the agreements, the Company pays or receives the net interest amount monthly, with the monthly settlements included in interest expense.
The Company assumed additional interest rate swap agreements as the result of the LaPorte acquisition in July 2016. The agreements provide for the Company to receive interest from the counterparty at
one month
LIBOR and to pay interest to the counterparty at a fixed rate of 2.62% on a notional amount of $10.0 million at June 30, 2020 and at a weighted average fixed rate of 2.31% on a notional amount of $30.0 million at September 30, 2019 and December 31, 2018.2019. Under the agreements, the Company pays or receives the net interest amount monthly, with the monthly settlements included in interest expense.
On July 20, 2018, the Company entered into an interest rate swap agreement for an additional portion of its floating rate debt. The agreement provides for the Company to receive interest from the counterparty at
one month
LIBOR and to pay interest to the counterparty at a rate of 2.81% on a notional amount of $50.0 million at SeptemberJune 30, 20192020 and December 31, 2018.2019. Under the agreement, the Company pays or receives the net interest amount monthly, with the monthly settlements included in interest expense.

HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
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 SeptemberJune 30, 2019,2020, 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 SeptemberJune 30, 2019,2020, 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 and security agreements being hedged were $320.3$425.8 million at SeptemberJune 30, 20192020 and $209.2$361.0 million at December 31, 2018.2019.
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 SeptemberJune 30, 2019,2020, 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.

41
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
The following tables summarize the fair value of derivative financial instruments utilized by Horizon:
 
Asset Derivatives
 
Liability Derivatives
 Asset DerivativesLiability Derivatives
 
September 30, 2019
  
September 30, 2019
 June 30, 2020June 30, 2020
 
Balance Sheet
Location
  
 
 
 
 
 
 
 
Fair
Value
  
 
 
 
 
 
 
 
Balance Sheet
Location
  
 
 
 
 
 
 
 
Fair
Value
 
Balance Sheet
Location
Fair
Value
Balance Sheet
Location
Fair
Value
Derivatives designated as hedging instruments
            Derivatives designated as hedging instruments
Interest rate contracts
  
Loans
  $
  17,713
   
Loans
  $
—  
 Interest rate contractsOther assets$42,378  Other liabilities$50,917  
Interest rate contracts
  
Other Assets
   
—  
   
Other liabilities
   
23,343
 
          
Total derivatives desginated as hedging instruments
     
17,713
      
23,343
 
          
Total derivatives designated as hedging instrumentsTotal derivatives designated as hedging instruments42,378  50,917  
Derivatives not designated as hedging instruments
            Derivatives not designated as hedging instruments
Mortgage loan contracts
  
Other assets
   
266
   
Other liabilities
   
228
 Mortgage loan contractsOther assets590  Other liabilities—  
          
Total derivatives not designated as hedging instruments
     
266
      
228
 Total derivatives not designated as hedging instruments590  —  
          
Total derivatives
    $
17,979
     $
23,571
 Total derivatives$42,968  $50,917  
          
     
 
Asset Derivatives
 
Liability Derivatives
 
 
December 31, 2018
  
December 31, 2018
 
 
Balance Sheet
Location
  
Fair
Value
  
Balance Sheet
Location
  
Fair
Value
 
Derivatives designated as hedging instruments
            
Interest rate contracts
  
Loans
  $
—  
   
Loans
  $
42
 
Interest rate contracts
  
Other Assets
   
42
   
Other liabilities
   
1,760
 
          
Total derivatives desginated as hedging instruments
     
42
      
1,802
 
          
Derivatives not designated as hedging instruments
            
Mortgage loan contracts
  
Other assets
   
135
   
Other liabilities
   
—  
 
          
Total derivatives not designated as hedging instruments
     
135
      
—  
 
          
Total derivatives
    $
177
     $
1,802
 
          

Asset DerivativesLiability Derivatives
December 31, 2019December 31, 2019
Balance Sheet
Location
Fair
Value
Balance Sheet
Location
Fair
Value
Derivatives designated as hedging instruments
Interest rate contractsOther assets$11,422  Other liabilities$15,861  
Total derivatives designated as hedging instruments11,422  15,861  
Derivatives not designated as hedging instruments
Mortgage loan contractsOther assets264  Other liabilities38  
Total derivatives not designated as hedging instruments264  38  
Total derivatives$11,686  $15,899  
The effect of the derivative instruments on the condensed consolidated statements of income for the threethree-month and nine-monthsix-month periods ending SeptemberJune 30 is as follows:
Amount of Loss Recognized in Other Comprehensive Income on Derivative
(Effective Portion)
Three Months EndedSix Months Ended
June 30, 2020June 30, 2019June 30, 2020June 30, 2019
Derivatives in cash flow hedging relationship
Interest rate contracts$(107) $(1,502) $(3,239) $(2,376) 
 
Amount of Loss Recognized in Other Comprehensive Income on Derivative
(Effective Portion)
 
 
Three Months Ended
  
Nine Months Ended
 
 
September 30, 2019
  
September 30, 2018
  
September 30, 2019
  
September 30, 2018
 
Derivatives in cash flow hedging relationship
            
Interest rate contracts
 $
  (682
) $
  505
  $
  (3,058
) $
  1,384
 
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.

42
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Location of gain
(loss)
recognized on derivative		Amount of Gain (Loss) Recognized on Derivative
Three Months EndedSix Months Ended
June 30, 2020June 30, 2019June 30, 2020June 30, 2019
Derivative in fair value hedging relationship
Interest rate contractsInterest income - loans$(3,162) $(7,529) $(29,492) $(11,580) 
Interest rate contractsInterest income - loans3,162  7,529  29,492  11,580  
Total$—  $—  $—  $—  

 
Location of gain
(loss)
  
Amount of Gain (Loss) Recognized on Derivative
 
Three Months Ended
  
Nine Months Ended
 
 
  
 
 
 
 
recognized on
 
derivative
 
 
  
 
 
 
 
 
September 30, 2019
  
 
 
 
 
 
 
 
 
September 30, 2018
  
 
 
 
September 30, 2019
 
 
 
 
 
September 30, 2018
 
Derivative in fair value hedging relationship
               
Interest rate contracts
 
Interest income - loans
  $
  (6,091
) $
2,768
  $
  (17,671
) $
574
 
Interest rate contracts
 
Interest income - loans
   
6,091
   
(2,768
)  
17,671
   
(574
)
                     
Total
    $
—  
  $
—  
  $
—  
  $
—  
 
                     
       
 
Location of gain
(loss)
  
Amount of Gain (Loss) Recognized on Derivative
 
Three Months Ended
  
Nine Months Ended
 
 
recognized on
 
derivative
  
September 30, 2019
  
September 30, 2018
  
September 30, 2019
  
September 30, 2018
 
Derivative not designated as hedging relationship
               
Mortgage
contracts
 
Other income - gain on sale of loans
  $
(429
) $
112
  $
(97
) $
195
 
Location of gain
(loss)
recognized on derivative		Amount of Gain (Loss) Recognized on Derivative
Three Months EndedSix Months Ended
June 30, 2020June 30, 2019June 30, 2020June 30, 2019
Derivative not designated as hedging relationship
Mortgage contractsOther income - gain on sale of loans$(679) $75  $364  $332  


Note 1113 – 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
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 SeptemberJune 30, 2019.2020. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.
Available for sale securities
When quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include U.S. Treasury and federal agency securities, state and municipal securities, federal agency collateralized mortgage obligations and mortgage-backed pools and corporate notes. Level 2 securities are valued by a third party pricing service commonly used in the banking industry utilizing observable inputs. Observable inputs include dealer quotes, market spreads, cash flow analysis, the U.S. Treasury yield curve, trade execution data, market consensus prepayment spreads and available credit information and the bond’s terms and conditions. The pricing
43
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
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.
36
Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Hedged loans
Certain fixed rate loans have been converted to variable rate loans by entering into interest rate swap agreements. The fair value of those fixed rate loans is based on discounting the estimated cash flows using interest rates determined by the respective interest rate swap agreement. Loans are classified within Level 2 of the valuation hierarchy based on the unobservable inputs used.
Interest rate swap agreements
The fair value of the Company’s interest rate swap agreements is estimated by a third party using inputs that are primarily unobservable including a yield curve, adjusted for liquidity and credit risk, contracted terms and discounted cash flow analysis, and therefore, are classified within Level 2 of the valuation hierarchy.
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying condensed consolidated financial statements measured at fair value on a recurring basis and the level within the FASB ASC fair value hierarchy in which the fair value measurements fall at the following:
 
September 30, 2019
 June 30, 2020
 
Fair Value
  
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
  
Significant
Other
Observable
Inputs
(Level 2)
  
Significant
Unobservable
Inputs
(Level 3)
 Fair Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Available for sale securities
            Available for sale securities
U.S. Treasury and federal agencies
 $
9,909
  $
  —  
  $
9,909
  $
  —  
 
State and municipal
  
347,101
   
—  
   
347,101
   
—  
 State and municipal$548,232  $—  $548,232  $—  
Federal agency collateralized mortgage obligations
  
246,083
   
—  
   
246,083
   
—  
 Federal agency collateralized mortgage obligations225,805  —  225,805  —  
Federal agency mortgage-backed pools
  
145,597
   
—  
   
145,597
   
—  
 Federal agency mortgage-backed pools148,786  —  148,786  —  
Corporate notes
  
18,540
   
—  
   
18,540
   
—  
 Corporate notes12,317  —  12,317  —  
Total available for sale securitiesTotal available for sale securities935,140  —  935,140  —  
Interest rate swap agreements assetInterest rate swap agreements asset39,216  —  39,216  —  
Forward sale commitmentsForward sale commitments590  —  590  —  
Interest rate swap agreements liabilityInterest rate swap agreements liability(47,620) —  (47,620) —  
            
Total available for sale securities
  
767,230
   
—  
   
767,230
   
—  
 
Hedged loans
  
320,306
   
—  
   
320,306
   
—  
 
Forward sale commitments
  
266
   
—  
   
266
   
—  
 
Interest rate swap agreements
  
(23,343
)  
—  
   
(23,343
)  
—  
 
Commitments to originate loans
  
(228
)  
—  
   
(228
)  
—  
 
   
 
December 31, 2018
 
 
Fair Value
  
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
  
Significant
Other
Observable
Inputs
(Level 2)
  
Significant
Unobservable
Inputs
(Level 3)
 
Available for sale securities
            
U.S. Treasury and federal agencies
 $
16,608
  $
—  
  $
16,608
  $
—  
 
State and municipal
  
209,303
   
—  
   
209,303
   
—  
 
Federal agency collateralized mortgage obligations
  
185,003
   
—  
   
185,003
   
—  
 
Federal agency mortgage-backed pools
  
178,736
   
—  
   
178,736
   
—  
 
Corporate notes
  
10,698
   
—  
   
10,698
   
—  
 
            
Total available for sale securities
  
600,348
   
—  
   
600,348
   
—  
 
Hedged loans
  
209,161
   
—  
   
209,161
   
—  
 
Forward sale commitments
  
135
   
—  
   
135
   
—  
 
Interest rate swap agreements
  
(1,801
)  
—  
   
(1,801
)  
—  
 
Commitments to originate loans
  
—  
   
—  
   
—  
   
—  
 


44
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
December 31, 2019
Fair Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Available for sale securities
U.S. Treasury and federal agencies$1,413  $—  $1,413  $—  
State and municipal405,768  —  405,768  —  
Federal agency collateralized mortgage obligations269,252  —  269,252  —  
Federal agency mortgage-backed pools146,572  —  146,572  —  
Corporate notes11,771  —  11,771  —  
Total available for sale securities834,776  —  834,776  —  
Interest rate swap agreements asset11,422  —  11,422  —  
Forward sale commitments264  —  264  —  
Interest rate swap agreements liability(15,861) —  (15,861) —  
Commitments to originate loans(38) —  (38) —  

Realized gains and losses included in net income for the periods are reported in the condensed consolidated statements of income as follows:
 
Three Months Ended
  
Nine Months Ended
 
 
September 30, 2019
  
September 30, 2018
  
September 30, 2019
  
September 30, 2018
 
Non-interest
Income
            
Total gains and losses from:
            
Hedged loans
 $
  (6,091
) $
364
  $
  (17,671
) $
4,108
 
Fair value interest rate swap agreements
  
6,091
   
(364
)  
17,671
   
(4,108
)
Derivative loan
commitments
  
(429
)  
(184
)  
(97
)  
(1
)
                 
 $
(429
) $
  (184
) $
(97
) $
(1
)
                 
Three Months EndedSix Months Ended
June 30, 2020June 30, 2019June 30, 2020June 30, 2019
Non-interest Income
Total gains and losses from:
Hedged loans$(3,162) $(7,529) $(29,492) $(11,580) 
Fair value interest rate swap agreements3,162  7,529  29,492  11,580  
Derivative loan commitments(679) 75  364  332  
$(679) $75  $364  $332  
Certain other assets are measured at fair value on a
non-recurring
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):
 
Fair Value
  
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
  
Significant
Other
Observable
Inputs
(Level 2)
  
Significant
Unobservable
Inputs
(Level 3)
 Fair Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
September 30, 2019
            
June 30, 2020June 30, 2020
Collateral dependent loansCollateral dependent loans$12,389  $—  $—  $12,389  
Mortgage servicing rightsMortgage servicing rights12,389  —  —  12,389  
December 31, 2019December 31, 2019
Impaired loans
 $
7,288
  $
  —  
  $
  —  
  $
7,288
 Impaired loans$6,806  $—  $—  $6,806  
Mortgage servicing rights
  
14,114
   
—  
   
—  
   
14,114
 Mortgage servicing rights14,327  —  —  14,327  
December 31, 2018
            
Impaired loans
 $
5,661
  $
—  
  $
—  
  $
5,661
 
Mortgage servicing rights
  
12,349
   
—  
   
—  
   
12,349
 
Impaired (collateral dependent):
Collateral Dependent Loans: 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
45
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
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.
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 MSRs’ fair value due to impairment decreased by $59,000$3.2 million during the first ninesix months of 20192020 and decreasedincreased by $75,000$11,000 during the first ninesix months of 2018.2019.

Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)

The following table presents qualitative information about unobservable inputs used in recurring and
non-recurring
Level 3 fair value measurements, other than goodwill.
June 30, 2020
Fair
Value
Valuation
Technique
Unobservable
Inputs
Range
(Weighted Average)
Collateral dependent loans$12,389 Collateral based measurementDiscount to reflect current market conditions and ultimate collectibility0.0%-100.0% (13.0%)
Mortgage servicing rights12,389 Discounted cash flows
Discount rate,
Constant prepayment rate,
Probability of default
7.8%-7.8% (7.8%),
12.3%-18.3% (16.8%),
0.4%-8.2%(1.4%)

December 31, 2019
Fair
Value		Valuation
Technique		Unobservable
Inputs		Range
(Weighted Average)
Impaired loans$6,806 Collateral based measurementDiscount to reflect current market conditions and ultimate collectibility0.0%-100.0%(7.4%)
Mortgage servicing rights14,327 Discounted cash flowsDiscount rate,
Constant prepayment rate,
Probability of default
8.7%-9.0% (8.7%),
10.2%-19.8%(12.2%),
0.1%-2.9%(0.7%)

 
September 30, 2019
 
Fair
  
Valuation
  
Unobservable
  
Range
 
Value
  
Technique
  
 
 
Inputs
   
(Weighted Average)
Impaired loans
 $
7,288
  
Collateral based measurement
  
Discount to reflect current  market
conditions
and
ultimate
collectability
  
0%-100%
 (11.1%)
Mortgage servicing rights
  
14,114
  
Discounted cash flows
  
Discount rate,
Constant prepayment rate,
Probability of default
  
9.7%-10.0%
 (9.8%),
10.0%-22.7%
 (11.3%),
0.0%-1.5%
(0.6%)
   
 
December 31, 2018
 
Fair
  
Valuation
  
Unobservable
  
Range
 
Value
  
Technique
  
Inputs
  
(Weighted Average)
Impaired loans
 $
5,661
   
Collateral based measurement
   
Discount to reflect current market
conditions and ultimate
collectability
   
0%-100%
(15.5%)
Mortgage servicing rights
  
12,349
   
Discounted cash flows
   
Discount rate,
Constant prepayment rate,
Probability of default
   
10.2%-11.0%
 (10.3%),
9.1%-21.9%
(9.3%),
0.1%-2.8%
(0.6%)
Note 1214 – 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 SeptemberJune 30, 20192020 and December 31, 2018.2019. These include financial instruments recognized as assets and liabilities on the condensed 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.

46
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
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.
Interest-earning time deposits — The fair values of the Company's interest-earning time deposits are estimated using discounted cash flow analyses based on current rates for similar types of interest-earning time deposits.
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 net loans are estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors.
FHLB Stock
— Fair value of FHLB stock is based on the price at which it may be resold to the FHLB.
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 Notes — The fair value of subordinated notes is based on discounted cash flows based on current borrowing rates for similar types of instruments.
Junior Subordinated Debentures
Issued to Capital Trusts — 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 Letters 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.

47
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
The following table presents 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).
        
 
September 30, 2019
 June 30, 2020
 
Carrying
Amount
  
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
  
Significant
Other
Observable
Inputs
(Level 2)
  
Significant
Unobservable
Inputs
(Level 3)
 
Carrying
Amount
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets
            Assets
Cash and due from banks
 $
91,279
  $
91,279
  $
—  
  $
—  
 Cash and due from banks$170,135  $170,135  $—  $—  
Interest-earning time deposits
  
8,455
   
—  
   
8,536
   
—  
 Interest-earning time deposits9,247  —  9,462  —  
Investment securities, held to maturity
  
210,306
   
—  
   
217,718
   
—  
 Investment securities, held to maturity190,935  —  201,818  —  
Loans held for sale
  
1,060
   
—  
   
—  
   
1,060
 Loans held for sale15,913  —  —  15,913  
Loans (excluding loan level hedges), net
  
3,328,363
   
—  
   
—  
   
3,272,900
 Loans (excluding loan level hedges), net3,923,292  —  —  3,912,434  
Stock in FHLB
  
22,447
   
—  
   
22,447
   
—  
 Stock in FHLB23,608  —  23,608  —  
Interest receivable
  
18,282
   
—  
   
18,282
   
—  
 Interest receivable20,185  —  20,185  —  
Liabilities
            Liabilities
Non-interest
bearing deposits
 $
756,707
  $
  756,707
  $
—  
  $
—  
 Non-interest bearing deposits$981,868  $981,868  $—  $—  
Interest bearing deposits
  
3,159,250
   
—  
   
3,128,877
   
—  
 Interest bearing deposits—  —  3,328,498  —  
Borrowings
  
516,591
   
—  
   
515,866
   
—  
 Borrowings—  —  595,893  —  
Subordinated debentures
  
56,250
   
—  
   
50,938
   
—  
 
Subordinated notesSubordinated notes58,824  —  58,824  —  
Junior subordinated debentures issued to capital trustsJunior subordinated debentures issued to capital trusts56,437  —  52,603  —  
Interest payable
  
2,725
   
—  
   
2,725
   
—  
 Interest payable2,353  —  2,353  —  
   
 
December 31, 2018
 
 
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
 $
58,492
  $
58,492
  $
—  
  $
—  
 
Interest-earning time deposits
  
15,744
   
—  
   
15,542
   
—  
 
Investment securities, held to maturity
  
210,112
   
—  
   
208,273
   
—  
 
Loans held for sale
  
1,038
   
—  
   
—  
   
1,038
 
Loans (excluding loan level hedges), net
  
2,786,351
   
—  
   
—  
   
2,681,741
 
Stock in FHLB
  
18,073
   
—  
   
18,073
   
—  
 
Interest receivable
  
14,239
   
—  
   
14,239
   
—  
 
Liabilities
            
Non-interest
bearing deposits
 $
642,129
  $
642,129
  $
—  
  $
—  
 
Interest bearing deposits
  
2,497,247
   
—  
   
2,377,274
   
—  
 
Borrowings
  
550,384
   
—  
   
542,311
   
—  
 
Subordinated debentures
  
37,837
   
—  
   
35,711
   
—�� 
 
Interest payable
  
2,031
   
—  
   
2,031
   
—  
 

December 31, 2019
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$98,831  $98,831  $—  $—  
Interest-earning time deposits8,455  —  8,537  —  
Investment securities, held to maturity207,899  —  215,147  —  
Loans held for sale4,088  —  —  4,088  
Loans (excluding loan level hedges), net3,619,174  —  —  3,554,951  
Stock in FHLB22,447  —  22,447  —  
Interest receivable18,828  —  18,828  —  
Liabilities
Non-interest bearing deposits$709,760  $709,760  $—  $—  
Interest bearing deposits3,221,242  —  3,180,768  —  
Borrowings549,741  —  546,995  —  
Junior subordinated debentures issued to capital trusts56,311  —  51,809  —  
Interest payable3,062  —  3,062  —  


48
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Note 1315 – Accumulated Other Comprehensive Income
June 30,
2020		December 31,
2019
Unrealized gain on securities available for sale$35,599  $12,687  
Unamortized loss on securities held to maturity, previously transferred from AFS(136) (107) 
Unrealized loss on derivative instruments(8,540) (4,440) 
Tax effect(5,653) (1,708) 
Total accumulated other comprehensive income$21,270  $6,432  
 
September 30
2019
  
December 31
2018
 
Unrealized gain (loss) on securities available for sale
 $
  14,115
  $
  (8,561
)
Unamortized gain (loss) on securities held to maturity, previously transferred from AFS
  
(73
)  
10
 
Unrealized loss on derivative instruments
  
(5,631
)  
(1,760
)
Tax effect
  
(1,765
)  
2,167
 
         
Total accumulated other comprehensive income (loss)
 $
6,646
  $
  (8,144
)
         

Note 1416 – Regulatory Capital
Horizon and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. These capital requirements implement changes arising from the Dodd-Frank Wall Street Reform and Consumer Protection Act and the U.S. Basel Committee on Banking Supervision’s capital framework (known as “Basel III”). Failure to meet the minimum regulatory capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators, which if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective actions, the Company and Bank must meet specific capital guidelines involving quantitative measures of the Bank’s assets, liabilities, and certain
off-balance-sheet
items as calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
The Company and Bank are subject to minimum regulatory capital requirements as defined and calculated in accordance with the Basel
III-based
regulations. As allowed under Basel III rules, the Company made the decision to
opt-out
of including accumulated other comprehensive income in regulatory capital. The minimum regulatory capital requirements are set forth in the table below.
In addition, to be categorized as well capitalized, the Company and Bank must maintain Total risk-based, Tier I risk-based, common equity Tier I risk-basedrisk- based and Tier I leverage ratios as set forth in the table below. As of SeptemberJune 30, 20192020 and December 31, 2018,2019, the Company and Bank met all capital adequacy requirements to be considered well capitalized. There have been no conditions or events since the end of the thirdsecond quarter of 20192020 that management believes have changed the Bank’s classification as well capitalized. There is no threshold for well-capitalized status for bank holding companies.

Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Horizon and the Bank’s actual and required capital ratios as of September 30, 2019 and December 31, 2018 were as follows:
 
Actual
  
Required for Capital
1

Adequacy Purposes
  
Required For Capital
1

Adequacy Purposes
with Capital Buffer
  
Well Capitalized 
Under
 
Prompt
1

Corrective Action
Provisions
 
 
Amount
  
Ratio
  
Amount
 
 
 
Ratio
  
Amount
  
Ratio
  
Amount
  
Ratio
 
September 30, 2019
                        
Total capital
1
(to risk-weighted assets)
                        
Consolidated
 $
534,701
   
13.53
%  
316,157
   
8.00
%  
414,956
   
10.50
%  
N/A
   
N/A
 
Bank
  
477,150
   
12.08
%  
316,012
   
8.00
%  
414,765
   
10.50
% $
395,015
   
10.00
%
Tier 1 capital
1
(to risk-weighted assets)
                        
Consolidated
  
516,692
   
13.07
%  
237,196
   
6.00
%  
336,028
   
8.50
%  
N/A
   
N/A
 
Bank
  
459,140
   
11.62
%  
237,010
   
6.00
%  
335,764
   
8.50
%  
316,014
   
8.00
%
Common equity tier 1 capital
1
(to risk-weighted assets)
                        
Consolidated
  
459,162
   
11.61
%  
177,970
   
4.50
%  
276,842
   
7.00
%  
N/A
   
N/A
 
Bank
  
459,140
   
11.62
%  
177,758
   
4.50
%  
276,512
   
7.00
%  
256,761
   
6.50
%
Tier 1 capital
1
(to average assets)
                        
Consolidated
  
516,692
   
10.51
%  
196,648
   
4.00
%  
196,648
   
4.00
%  
N/A
   
N/A
 
Bank
  
459,140
   
9.35
%  
196,489
   
4.00
%  
196,489
   
4.00
%  
245,611
   
5.00
%
December 31, 2018
                        
Total capital
1
(to risk-weighted assets)
                        
Consolidated
 $
  427,616
   
13.39
% $
 
 
255,419
   
8.00
% $
  315,283
   
9.875
%  
N/A
   
N/A
 
Bank
  
396,755
   
12.43
%  
255,419
   
8.00
%  
315,283
   
9.875
% $
319,274
   
10.00
%
Tier 1 capital
1
(to risk-weighted assets)
                        
Consolidated
  
409,760
   
12.83
%  
191,565
   
6.00
%  
251,429
   
7.875
%  
N/A
   
N/A
 
Bank
  
378,899
   
11.87
%  
191,565
   
6.00
%  
251,429
   
7.875
%  
255,420
   
8.00
%
Common equity tier 1 capital
1
(to risk-weighted assets)
                        
Consolidated
  
371,297
   
11.63
%  
143,673
   
4.50
%  
203,537
   
6.375
%  
N/A
   
N/A
 
Bank
  
378,899
   
11.87
%  
143,674
   
4.50
%  
203,537
   
6.375
%  
207,528
   
6.50
%
Tier 1 capital
1
(to average assets)
                        
Consolidated
  
409,760
   
10.12
%  
162,033
   
4.00
%  
162,033
   
4.000
%  
N/A
   
N/A
 
Bank
  
378,899
   
9.34
%  
162,327
   
4.00
%  
162,327
   
4.000
%  
202,908
   
5.00
%
In October 2019, the federal banking agencies finalized a new rule that will simplify capital requirements for qualified community banks that opt into the new community bank leverage ratio framework. The new framework will bewas available to use in March 31, 2020 Call Reports or Forms
FRY-9C
(as (as applicable) for depository institutions and depository institution holding companies that have less than $10 billion in total consolidated assets, among other qualifying criteria. Horizon is currently evaluating the impact ofdid not elect the new community bank leverage ratio framework.
As of March 31, 2020, the Company and Bank elected the transition option of the 2019 CECL Rule which allows banking organizations to phase in over a three-year period the day-one adverse effects of CECL on their regulatory capital ratios.

49
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Horizon and the Bank’s actual and required capital ratios as of June 30, 2020 and December 31, 2019 were as follows:
Actual
Required for Capital1
Adequacy Purposes
Required For Capital1
Adequacy Purposes
with Capital Buffer
Well Capitalized 
Under Prompt1
Corrective Action
Provisions
AmountRatioAmountRatioAmountRatioAmountRatio
June 30, 2020
Total capital1 (to risk-weighted assets)
Consolidated$628,750  14.37 %$350,035  8.00 %$459,421  10.50 %N/AN/A
Bank514,371  11.74 %350,508  8.00 %460,042  10.50 %$438,135  10.00 %
Tier 1 capital1 (to risk-weighted assets)
Consolidated585,386  13.38 %262,505  6.00 %371,882  8.50 %N/AN/A
Bank459,621  10.49 %262,891  6.00 %372,429  8.50 %350,521  8.00 %
Common equity tier 1 capital1 (to risk-weighted assets)
Consolidated469,069  10.72 %196,904  4.50 %306,295  7.00 %N/AN/A
Bank459,621  10.49 %197,168  4.50 %306,706  7.00 %284,799  6.50 %
Tier 1 capital1 (to average assets)
Consolidated585,386  10.75 %217,818  4.00 %217,818  4.00 %N/AN/A
Bank459,621  8.48 %216,802  4.00 %216,802  4.00 %271,003  5.00 %
December 31, 2019
Total capital1 (to risk-weighted assets)
Consolidated$548,364  13.95 %$314,395  8.00 %$412,644  10.500 %N/AN/A
Bank497,227  12.65 %314,452  8.00 %412,718  10.500 %$393,065  10.00 %
Tier 1 capital1 (to risk-weighted assets)
Consolidated530,643  13.50 %235,796  6.00 %334,044  8.500 %N/AN/A
Bank479,506  12.20 %235,823  6.00 %334,082  8.500 %314,430  8.00 %
Common equity tier 1 capital1 (to risk-weighted assets)
Consolidated473,150  12.04 %176,846  4.50 %275,094  7.000 %N/AN/A
Bank479,506  12.20 %176,867  4.50 %275,126  7.000 %255,475  6.50 %
Tier 1 capital1 (to average assets)
Consolidated530,643  10.50 %202,111  4.00 %202,111  4.000 %N/AN/A
Bank479,506  9.49 %202,110  4.00 %202,110  4.000 %252,638  5.00 %
(1) As defined by regulatory agencies

50
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
Note 1517 – Future Accounting Matters
FASB ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes
Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No.
 2018-13,
Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement
The FASB has issued ASU No.
 2018-13,
Fair Value Measurement 2019-12, Income Taxes (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement
. These amendments modify the disclosure requirements in Topic 820 as follows:
Removals
: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements.
Modifications
: for investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly; and the amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date.
Additions
: the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.
The guidance is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should all be applied prospectively for only the most recent interim or annual period presented in the initial year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU No.
 2018-13
and delay adoption of the additional disclosures until their effective date. We are currently evaluating the impact of adoption of ASU
2018-13
and the impact on our accounting and disclosures.
FASB ASU No.
 2017-04,
Intangibles – Goodwill and Other
(Topic 350):
Simplifying the Test for Goodwill Impairment
The FASB has issued ASU No.
 2017-04,
Intangibles – Goodwill and Other (Topic 350)740): Simplifying the TestAccounting for Goodwill Impairment.
Income Taxes. The new guidance is intended to simplify the subsequent measurementaccounting for income taxes by removing certain exceptions to the general principles of goodwillASC 740. The guidance also improves consistent application by eliminating Step 2clarifying and amending existing guidance from the goodwill impairment test. The annual, or interim, goodwill impairment testASC 740. This guidance is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognizedeffective for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, the income tax effects of tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the qualitative impairment test is necessary. The amendments should be applied on a prospective basis. The nature of and reason for the change in accounting principle should be disclosed upon transition. The amendments in this update should be adopted for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019.2020, including interim periods therein and is to be applied on a retrospective, modified retrospective or prospective approach, depending on the specific amendment. Early adoption is permitted on testing dates after January 1, 2017.permitted. We are currently evaluating the impact of adopting the new guidance on the consolidated financial statements, but it is not expected to have a material impact.


Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Data)
FASB ASU No.
 2016-13,
Financial Instruments – Credit Losses
(Topic 326):
Measurement of Credit Losses on Financial Instruments
The FASB has issued ASU No.
 2016-13,
Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
The main objective of this amendment is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendment requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to enhance their credit loss estimates. The amendment requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, the ASU amends the accounting for credit losses on
available-for-sale
debt securities and purchased financial assets with credit deterioration. The amendments in this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2019. Early adoption will be permitted beginning after December 15, 2018.
Our CECL task force has been meeting on a monthly basis, at a minimum, to discuss implementation matters related to the completeness and accuracy of historical data, model development and corporate governance documentation. Specifically regarding model development, the task force has discussed results from parallel model runs for each portfolio segment and evaluated assumptions related to unfunded commitments, acquired performing loans, economic and forecast factors. Our task force is also reviewing new corporate governance documentation such as our new CECL Allowance for Credit Losses (ACL) policy, procedure manuals and internal control documentation. Results from a recently conducted model validation are currently being reviewed and we are addressing complexities identified.
We expect a one-time cumulative effect adjustment to the ACL will be recognized in retained earnings on the consolidated balance sheet as of the beginning of the first reporting period in which the new standard is effective, as is consistent with regulatory expectations set forth in interagency guidance. We believe
that 
an increase in our ACL
 in line with industry expectations
will result upon adoption of this new standard; however, we are waiting to provide an estimate of the expected increase until the completion of the validation and analysis of the results by our CECL task force. We will continue to evaluate and refine our ACL estimates during the remainder of 2019 by considering changes in our portfolio composition, current economic conditions and the results identified by our task force.
Note 1618 – General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operation and cash flows of the Company.

51
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and NineSix Months ended SeptemberJune 30, 20192020 and 20182019
ITEM 2.
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, Inc. (“Horizon” or the “Company”) and Horizon Bank (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, 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 are not limited to:
•economic conditions and their impact on Horizon and its customers;
•COVID-19 related impact on Horizon and its customers (See Item 1A. Risk Factors within this Report on Form 10-Q for additional details)
•changes in the level and volatility of interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity;
rising•volatility in interest rates and their impact on mortgage loan volumes and the outflow of deposits;
•loss of key Horizon personnel;
•increases in disintermediation, as new technologies allow consumers to complete financial transactions without the assistance of banks;
•loss of fee income, including interchange fees, as new and emerging alternative payment platforms (e.g. Apple Pay or Bitcoin) take a greater market share of the payment systems;
•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 whole or partial dismantling of provisions of the Dodd-Frank Act under the current federal administration, including the 2018 Economic Growth, Regulatory Relief, and Consumer Protection Act;
•the impact of the Basel III capital rules;
•changes in regulatory supervision and oversight, including monetary policy and capital requirements;

52
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and NineSix Months ended SeptemberJune 30, 20192020 and 2018
2019
•changes in accounting policies or procedures as may be adopted and required by regulatory agencies;
•rapid technological developments and changes;
•the risks presented by cyber terrorism and data security breaches;
•containing costs and expenses;
•the slowing or failure of economic recovery;
•the ability of the U.S. federal government to manage federal debt limits;
•the potential influence on the U.S. financial markets and economy from material changes outside the U.S. or in overseas relations, including changes in the U.S. trade relations related to imposition of tariffs, Brexit and the phase out in 2021 of the London Interbank Offered Rate (“LIBOR”); and
•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.
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 us or on our behalf. 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 20182019 Annual Report on Form
10-K,
in Item 1A of this Report on Form 10-Q, 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 Northernnorthern and Central regions ofcentral Indiana and the Southern, Centralsouthern and Great Lakes Bay regions ofcentral 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 Select Market under the symbol HBNC. The Bank was originally chartered as a national banking association in 1873 and has operated continuously since that time and converted to an Indiana state-chartered bank effective on June 23, 2017. 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. Upon approval of a name change by Horizon’s shareholders at the annual meeting on May 3, 2018, Horizon’s full corporate name became “Horizon Bancorp, Inc.”
On March 26, 2019, Horizon completed the acquisition of Salin Bancshares, Inc. (“Salin”), an Indiana corporation and Horizon Bank’s acquisition of Salin Bank and Trust Company (“Salin Bank”), an Indiana commercial bank and wholly-owned subsidiary of Salin, through mergers effective March 26, 2019. Under the terms of the Merger Agreement, shareholders of Salin received 23,907.5 shares of Horizon common stock and $87,417.17 in cash for each outstanding share of Salin common stock. Salin shares outstanding at the closing to be exchanged were 275, and the shares of Horizon common stock issued to Salin shareholders totaled 6,563,697. Based upon the March 25, 2019 closing price of $15.65 per share of Horizon common stock immediately prior to the effectiveness of the merger, the transaction hashad an implied valuation of approximately $126.7 million.
Second Quarter 2020 Highlights
On October 17, 2017, Horizon completed the acquisition•Earned net income of Wolverine Bancorp, Inc., a Maryland corporation (“Wolverine”) and Horizon Bank’s acquisition of Wolverine Bank, a federally-chartered savings bank and wholly-owned subsidiary of Wolverine, through mergers effective October 17, 2017. Under the terms of the Merger Agreement, shareholders of Wolverine received 1.5228 shares of Horizon common stock and $14.00 in cash for each outstanding share of Wolverine common stock. Wolverine shares outstanding at the closing to be exchanged were 2,129,331 and the shares of Horizon common stock issued to Wolverine shareholders totaled 3,241,045. Based upon the October 16, 2017 closing price of $19.37$14.6 million, or $0.33 diluted earnings per share, compared to $11.7 million, or $0.26 diluted earnings per share, for the first quarter of Horizon common stock immediately prior2020 and $16.6 million, or $0.37 diluted earnings per share, for the second quarter of 2019.
•Grew pre–tax, pre–provision net income to $23.7 million for the effectivenessquarter, compared to $21.8 million for the first quarter of 2020 and $20.8 million for the merger, lesssecond quarter of 2019. This non–GAAP financial measure is utilized by banks to provide a greater understanding of pre–tax profitability before giving effect to credit loss expense. (See the consideration used to pay off Wolverine Bancorp’s ESOP loan receivable, the transaction has an implied valuation“Non–GAAP Reconciliation of approximately $93.8 million.
Pre–Tax, Pre–Provision Net Income” table below.)

53
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and NineSix Months ended SeptemberJune 30, 20192020 and 2018
2019
•Reported return on average assets (“ROAA”) of 1.05% and return on average common equity (“ROACE”) of 9.07% in the quarter, as well as adjusted ROAA of 1.03% and adjusted ROACE of 8.95%, excluding the impact of gains on sale of investment securities, net of tax. (See the “Non–GAAP Reconciliation of Return on Average Assets and Return on Average Common Equity” tables below.)
On September 1, 2017, Horizon completed•Increased the acquisitionallowance for credit losses (“ACL”) 13.7% during the quarter and 211.8% year–to–date to $55.1 million at period end, representing 1.38% of Lafayette Community Bancorp, an Indiana corporation (“Lafayette”) and Horizon Bank’s acquisition of Lafayette Community Bank, a state-chartered bank and wholly-owned subsidiary of Lafayette, through mergers effective September 1, 2017. Under the termstotal loans, reflecting implementation of the Merger Agreement, shareholders of Lafayette received 0.8817 shares of Horizon common stockCurrent Expected Credit Losses (“CECL”) accounting method and $1.73 in cash for each outstanding share of Lafayette common stock. Lafayette shareholders owning fewer than 100 shares of common stock received $17.25 in cash for each common share. Lafayette shares outstanding at the closing to be exchanged were 1,856,679, and the shares of Horizon common stock issued to Lafayette shareholders totaled 1,636,888. Based upon the August 31, 2017 closing price of $17.45 per share of Horizon common stock immediately prior to the effectiveness of the merger, the transaction has an implied valuation of approximately $34.5 million.
On February 3, 2017, Horizon completed the purchase and assumption of certain assets and liabilities of a single branch of First Farmers Bank & Trust Company, located in Bargersville, Indiana. Net cash of $11.0 million was received in the transaction, representing the deposit balances assumed at closing, net of amounts paid for loans acquired in the transaction and a premium on deposits assumed in the transaction.
Following is a summary of Horizon’s financial performance through the first nine months of 2019:
Net income for the quarter ended September 30, 2019 was $20.5 million, or $0.46 diluted earnings per share, compared to $13.1 million, or $0.34 diluted earnings per share, for the quarter ended September 30, 2018. This represents the highest quarterly net income and diluted earnings per shareprudent increases in the Company’s history.general reserves. ACL at period end also represented 1.49% of loans excluding Federal Paycheck Protection Program (“PPP”) loans, and 196.4% of non–performing loans excluding those which have been modified under the CARES Act.
Core•Maintained solid asset quality metrics, including non–performing and delinquent loans representing 0.70% and 0.10% of total loans, respectively, at June 30, 2020, while net incomecharge–offs were unchanged at 0.01% of average loans for the quarter ended September 30, 2019 increased 54.4%period.
•Granted payment deferrals to $20.3 million, or $0.45 diluted earnings per share,loans representing 14.3% of the total portfolio at period end, compared to $13.210.4% as previously reported.
•Secured approval for 2,340 PPP loans during the quarter, providing approximately $308.1 million or $0.34 diluted earnings per share,in funding for the same period in 2018. This represents the highest quarterly core net income and core diluted earnings per sharelocal employers in the Company’s history. (Please refercommunities Horizon serves, with $1.1 million in deferred salary expense associated with origination costs that will be amortized to interest income as PPP loans are forgiven or paid off. Accreted PPP loans fees, net of amortized origination costs, of $869,000 were recognized as interest income in the section captioned “Usesecond quarter, with the balance of
Non-GAAP
Financial Measures” within this Item 2 for a description approximately $9.1 million expected to be accreted to interest income over the life of the elementsthese loans.
•Reported non–interest expense of core net income and a table reconciling core net income$30.4 million, representing 2.18% of average assets on an annualized basis compared to its most closely related GAAP measures.)
Net income2.38% for the first nine monthsquarter of 2019 was $48.0 million, or $1.11 diluted earnings per share,2020 and 2.51% for the second quarter of 2019.
•Improved the efficiency ratio in the period to 56.23% compared to $40.0 million, or $1.04 diluted earnings per share,58.79% for the first nine monthsquarter of 2018. This represents2020. (See the highest
year-to-date
net income“Non–GAAP Calculation and diluted earnings per share asReconciliation of September 30Efficiency Ratio and Adjusted Efficiency Ratio” tables below.)
th
•Originated a record $252.8 million in mortgage loans during the Company’s history.
Core net income forquarter, up 128.1% from the first nine monthsquarter of 2019 was $52.1 million, or $1.21 diluted earnings per share, compared to $39.9 million, or $1.04 diluted earnings per share, for the first nine months of 2018. This represents the highest
year-to-date
core net income2020 and core diluted earnings per share as of September 30
th
in the Company’s history. (Please refer to the section captioned “Use of
Non-GAAP
Financial Measures” within this Item 2 for a description of the elements of core net income and a table reconciling core net income to its most closely related GAAP measures.)
Net interest margin for the quarter ended September 30, 2019 was 3.82% compared to 3.73% and 3.67% for the quarters ended June 30, 2019 and September 30, 2018, respectively. The increase in net interest margin127.0% from the second quarter of 2019, and thirdgenerated record gain on mortgage loan sales of $6.6 million, up 90.6% from the linked quarter of 2018 reflects an increase inand 218.6% from the yield of interest-earning assets as loans continue to reprice upwards and a decrease in cost of borrowings, along with a stabilization in deposit pricing.year–ago period.

Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Nine Months ended September 30, 2019 and 2018
Core•Reported net interest margin of 3.47% and adjusted net interest margin of 3.35%, with each declining by 9 basis points from the first quarter of 2020. (See the “Non–GAAP Reconciliation of Net Interest Margin” table for the definition of this Non–GAAP calculation). An estimated 3 basis points of compression is attributed to PPP lending in the quarter, ended September 30, 2019 was 3.67% compared to 3.61% and 3.59% for the quarters ended June 30, 2019 and September 30, 2018, respectively. (Please refer to the section captioned “Use of
Non-GAAP
Financial Measures” within this Item 2 for a description of the elements of coreboth net interest margin and a table reconciling coreadjusted net interest marginmargin.
•Horizon's book value per share increased from $14.59 at December 31, 2019 to its most closely related GAAP measures.)
Return on average assets was 1.60% for the third quarter of 2019 compared to 1.26% for the third quarter of 2018. Return on average assets was 1.33% for both the first nine months of 2019 and 2018.
Core return on average assets for the third quarter of 2019 was 1.58% compared to 1.27% for the third quarter of 2018. Core return on average assets was 1.44% for the first nine months of 2019 compared to 1.32% for the first nine months of 2018. (Please refer to the section captioned “Use of
Non-GAAP
Financial Measures” within this Item 2 for a description of the elements of core return on average assets and a table reconciling core return on average assets to its most closely related GAAP measures.)
Return on average equity was 12.72% for the third quarter of 2019 compared to 10.87% for the third quarter of 2018. Return on average equity was 10.88% for the first nine months of 2019 compared to 11.43% for the first nine months of 2018.
Core return on average equity for the third quarter of 2019 was 12.59% compared to 10.95% for the third quarter of 2018. Core return on average equity was 11.83% for the first nine months of 2019 compared to 11.41% for the first nine months of 2018. (Please refer to the section captioned “Use of
Non-GAAP
Financial Measures” within this Item 2 for a description of the elements of core return on average equity and a table reconciling core return on average equity to its most closely related GAAP measures.)
$14.88 at June 30, 2020. Horizon’s tangible book value per share increased from $10.63 at December 31, 2019 to $10.31 at September 30, 2019 compared to $9.91 and $9.04$10.87 at June 30, 2019 and September 30, 2018, respectively.2020, which includes the accounting adjustment for CECL as of January 1, 2020. This represents the highest tangible book value per share in the Company’s history. (See the “Non–GAAP Reconciliation of Tangible Stockholders' Equity and Tangible Book Value per Share” tables below.)
•Maintained strong liquidity position including approximately $1.3 billion in cash and investment securities, which is approximately 22.6% of total assets, and approximately $910.7 million in unused availability on lines of credit, at June 30, 2020.
Coronavirus Update/Status
The coronavirus (“COVID-19”) pandemic has placed significant health, economic and other major pressure throughout the communities we serve, in the states of Indiana and Michigan, the United States and the entire world. We have implemented a number of procedures in response to the pandemic to support the safety and well-being of our employees, customers and shareholders that continue through the date of this report:
•Employees
◦Safety and well-being of employees and families is our first priority.
◦Implemented pandemic plan in March after completing test run in February 2020.
◦Installed sneeze guards, customer directional signage, implemented mask requirements, and continuing with sanitizing and social distancing protocols.
54
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Six Months ended June 30, 2020 and 2019
◦Steadily reducing percentage of employees working remotely from early second quarter peak.
◦Increased paid time off and sick time benefits.
•Consumers
◦97% of our branch locations are now open for walk-in traffic.
◦Two locations still serving customers by appointment only and through alternative delivery channels and are scheduled to open by July 31, 2020.
◦Installed nine additional Interactive Teller Machines (“ITMs”) staffed by remote video tellers.
◦Opened fourth call center location.
◦Payment relief
▪Approximately $63 million consumer and mortgage loans have been modified as of June 30, 2020.
▪Continued to provide new loans to qualified applicants.
▪Provided mortgage loan education programs.
▪Provided additional financial assistance in the form of fee waivers and a freeze on all debt collection activities.
•Businesses
◦Preferred SBA Lender
▪Active participant in all SBA loan programs (PPP, 7a, Express and 504).
◦Payment Relief Programs
▪Approximately $470 million in commercial loans with payment extensions as of June 30, 2020.
▪Processed and received approval for 2,340 PPP loans, funding approximately $308.1 million.
▪Continued to provide new loans to qualified applicants.

•Communities
◦Increased volunteerism in support of local not-for-profit entities.
◦Contributed over $300,000 to COVID-19 related not-for-profit efforts (local food banks, United Way, housing).
◦Participated in community conference calls related to COVID-19.
◦Partnered with local neighborhood housing partnerships to provide funding for low to moderate income families.
◦Partnered with local Certified Development Corporations to provide capital to small businesses.
◦Supported flood victims in Midland, Michigan.

Financial Summary
For the Three Months Ended
June 30,March 31,June 30,
Net Interest Income and Net Interest Margin202020202019
Net interest income$42,996  $40,925  $41,529  
Net interest margin3.47 %3.56 %3.73 %
Adjusted net interest margin3.35 %3.44 %3.61 %

For the Three Months Ended
June 30,March 31,June 30,
Asset Yields and Funding Costs202020202019
Interest earning assets4.05 %4.47 %4.81 %
Interest bearing liabilities0.74 %1.13 %1.38 %

55
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Six Months ended June 30, 2020 and 2019
For the Three Months Ended
Non-interest Income and
Mortgage Banking Income		June 30,March 31,June 30,
202020202019
Total non-interest income$11,125  $12,063  $10,898  
Gain on sale of mortgage loans6,620  3,473  2,078  
Mortgage servicing income net of impairment(2,760) 25  570  

For the Three Months Ended
June 30,March 31,June 30,
Non-interest Expense202020202019
Total non-interest expense$30,432  $31,149  $31,584  
Annualized non-interest expense to average assets2.18 %2.38 %2.51 %


At or for the Three Months Ended
Credit QualityJune 30,March 31,June 30,
202020202019
Allowance for credit losses to total loans1.38 %1.30 %0.50 %
Non-performing loans to total loans0.70 %0.65 %0.52 %
Percent of net charge–offs to average loans outstanding for the period0.01 %0.01 %0.01 %

CECL Adoption
December 31,January 1,Net Reserve
Build		Net Reserve
Build		June 30,
Allowance for Credit Losses2019Impact20201Q202Q202020
Commercial$11,996  $13,618  $25,614  $6,936  $6,597  $39,147  
Retail Mortgage923  4,048  4,971  683  178  5,832  
Warehouse1,077  —  1,077  (22) 135  1,190  
Consumer3,671  4,911  8,582  599  (260) 8,921  
Allowance for Credit Losses (“ACL”)$17,667  $22,577  $40,244  $8,196  $6,650  $55,090  
ACL/Total Loans0.49 %1.10 %1.38 %


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 20182019 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, goodwill and intangible assets, mortgage servicing rights, hedge accounting and valuation measurements.
Allowance for LoanCredit Losses
AnThe allowance for loancredit losses is maintained to absorb probable incurred loan losses inherent in the loan portfolio. The determination ofon loans and leases replaces the allowance for loan and leases losses isas a critical accounting policy that involves management’s ongoing quarterly assessmentsestimate, as of January 1, 2020 with the probable incurred losses inherent in the loan portfolio. The identificationadoption 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.
ASU 2016-13, Financial Instruments-Credit Losses (Topic 326):

56
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and NineSix Months ended SeptemberJune 30, 20192020 and 2018
2019
Measurement of Credit Losses on Financial Instruments.

The allowance for credit losses represents management’s best estimate of current expected credit losses over the life of the portfolio of loan and leases. Estimating credit losses requires judgment in determining loan specific attributes impacting the borrower’s ability to repay contractual obligations. Other factors such as economic forecasts used to determine a reasonable and supportable forecast, prepayment assumptions, the value of underlying collateral, and changes in size composition and risks within the portfolio are also considered.

The allowance for credit losses is assessed at each balance sheet date and adjustments are recorded in the provision for credit losses. The allowance is estimated based on loan level characteristics using historical loss rates, a reasonable and supportable economic forecast. Loan losses are estimated using the fair value of collateral for collateral-dependent loans, or when the borrower is experiencing financial difficulty such that repayment of the loan is expected to be made through the operation or sale of the collateral. Loan balances considered uncollectible are charged-off against the ACL. Recoveries of amounts previously charged-off are credited to the ACL. PCD assets represent assets that are acquired with evidence of more than insignificant credit quality deterioration since origination at the acquisition date. At acquisition, the allowance for credit losses on PCD assets is booked directly the ACL. Any subsequent changes in the ACL on PCD assets is recorded through the provision for credit losses. Management believes that the ACL is adequate to absorb the expected life of loan credit losses on the portfolio of loans and leases as of the balance sheet date. Actual losses incurred may differ materially from our estimates. Particularly, the impact of COVID-19 on both borrower credit and the greater macroeconomic environment is uncertain and changes in the duration, spread and severity of the virus will affect our loss experience.
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 SeptemberJune 30, 2019,2020, Horizon had core deposit intangibles of $27.7$24.8 million subject to amortization and $151.2 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 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
At each reporting date between annual goodwill impairment tests, Horizon considers potential indicators of impairment. Given the current economic uncertainty and volatility surrounding COVID-19, Horizon assessed whether the events and circumstances resulted in it being more likely than not that the fair value of any reporting unit was less than its carrying value. Impairment indicators considered comprised the condition of the economy and banking industry; government intervention and regulatory updates; the impact of recent events to financial performance and cost factors of the reporting unit; performance of the Company's stock and other relevant events. Horizon further considered the amount by which fair value exceeded book value in the most recent quantitative analysis and sensitivities performed. At the conclusion of the assessment, the Company determined that as of June 30, 2020 it was more likely than not that the fair value exceeded its carrying values. Horizon will continue to monitor developments regarding the COVID-19 pandemic and measures implemented in response to the pandemic, market capitalization, overall economic conditions and any other triggering events or circumstances that may indicate an impairment of goodwill for impairment requiresin the use of estimates and assumptions. Market price at the close of business on September 30, 2019 was $17.36 per share compared to a book value of $14.29 per common share.future.
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-retainedservicing- 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
57
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Six Months ended June 30, 2020 and 2019
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.
50
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Nine Months ended September 30, 2019 and 2018
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 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
58
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Six Months ended June 30, 2020 and 2019
assumptions could produce significantly different results, which could affect Horizon’s results of operations.
51
Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Nine Months ended September 30, 2019 and 2018
Financial Condition
On SeptemberJune 30, 2019,2020, Horizon’s total assets were $5.187$5.7 billion, an increase of approximately $940.0$492.4 million compared to December 31, 2018.2019. The increase was primarily in net loans of $653.2$304.1 million, investment securities available for sale of $166.9$100.4 million, cash and due from banks of $32.8$71.3 million goodwill of $31.4 million,and other intangible assets of $17.3 million and premises and equipment$20.2 million. These increases were offset by a decrease in investment securities held to maturity of $18.5 million primarily due to the acquisition of Salin Bancshares, Inc.$17.0 million.
Investment securities were comprised of the following as of (dollars in thousands):
June 30, 2020December 31, 2019
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
Available for sale
U.S. Treasury and federal agencies$—  $—  $1,415  $1,413  
State and municipal525,488  548,232  396,931  405,768  
Federal agency collateralized mortgage obligations219,431  225,805  267,272  269,252  
Federal agency mortgage-backed pools143,755  148,786  145,623  146,572  
Corporate notes10,867  12,317  10,848  11,771  
Total available for sale investment securities$899,541  $935,140  $822,089  $834,776  
Held to maturity
State and municipal$175,953  $186,361  $190,767  $197,842  
Federal agency collateralized mortgage obligations3,006  3,095  4,560  4,568  
Federal agency mortgage-backed pools11,976  12,362  12,572  12,737  
Total held to maturity investment securities$190,935  $201,818  $207,899  $215,147  
                 
 
September 30, 2019
  
December 31, 2018
 
 
Amortized
Cost
  
Fair
Value
  
Amortized
Cost
  
Fair
Value
 
Available for sale
            
U.S. Treasury and federal agencies
 $
9,915
  $
9,909
  $
16,815
  $
16,608
 
State and municipal
  
337,336
   
347,101
   
210,386
   
209,303
 
Federal agency collateralized mortgage obligations
  
243,366
   
246,083
   
187,563
   
185,003
 
Federal agency mortgage-backed pools
  
144,880
   
145,597
   
183,479
   
178,736
 
Private labeled mortgage-backed pools
  
—  
   
—  
   
—  
   
—  
 
Corporate notes
  
17,618
   
18,540
   
10,666
   
10,698
 
                 
Total available for sale investment securities
 $
  753,115
  $
  767,230
  $
  608,909
  $
  600,348
 
                 
Held to maturity
            
State and municipal
 $
192,736
  $
199,972
  $
191,269
  $
189,676
 
Federal agency collateralized mortgage obligations
  
4,714
   
4,716
   
5,144
   
5,030
 
Federal agency mortgage-backed pools
  
12,856
   
13,030
   
13,699
   
13,567
 
                 
Total held to maturity investment securities
 $
210,306
  $
217,718
  $
210,112
  $
208,273
 
                 
Investment securities available for sale increased $166.9$100.4 million since December 31, 20182019 to $767.2$935.1 million as of SeptemberJune 30, 2019.2020. This increase was due to securities acquired through the acquisition of Salin which totaled approximately $54.3 million, growth in direct municipal program and the investment of excess cash.
additional purchases to increase earning assets.
Total grossGross loans increased $653.3$353.4 million since December 31, 20182019 to $3.668$4.0 billion as of SeptemberJune 30, 2019.2020. Commercial, mortgage warehouse and loans held for sale increased $266.1 million, $150.1 million and $11.8 million, respectively, offset by a decrease in residential mortgage and consumer loans of $66.3 million and $8.3 million, respectively. The majority of the increase in gross loans was due to the origination of approximately $308.1 million in PPP loans which are included in the commercial loan category.
Total deposits increased $376.6 million since December 31, 2019 to $4.3 billion as of June 30, 2020. This increase was primarily due to $568.9 million in loans acquired throughFederal stimulus payments to consumers and funds from the acquisitionorigination of Salin. Total loans, excluding acquired loans, increased $84.4 million due to increases in consumer loans of $33.7 million and mortgage warehouse loans of $81.5 million, offset by decreases in commercial loans of $28.2 million and residential mortgage loans of $2.6 million.PPP loans.
During the first nine months of 2019, the Bank originated approximately $299.5 million of commercial loans, which is a 17% increase compared to the same period in 2018; however, only 56.5%, or $169.1 million, of these loan originations had been funded as of September 30, 2019. These originations were offset by commercial loan payoffs totaling approximately $226.0 million during the first nine months of 2019, which is a 69% increase in payoffs compared to the same period in 2018, as there was an increase in clients moving projects that had reached stabilization into the long-term, fixed rate conduit financing market and properties being sold. During the first nine months of 2018, the Bank originated approximately $256.5 million of commercial loans; however, only 56.2%, or $144.1 million, of these loan originations had been funded as of September 30, 2018. These originations were offset by commercial loan payoffs totaling approximately $134.1 million during the first nine months of 2018.

Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Nine Months ended September 30, 2019 and 2018
Total depositsborrowings increased $776.6 million since December 31, 2018 to $3.916 billion as of September 30, 2019. This increase was primarily due to $741.3 million in deposits through the acquisition of Salin.
The Company decreased total borrowings from $550.4$549.7 million as of December 31, 20182019 to $516.6$583.1 million as of SeptemberJune 30, 2019.2020. At SeptemberJune 30, 2019,2020, the Company had $309.3$179.2 million in short-term funds borrowed compared to $402.8$267.9 million at December 31, 2018.2019 as long-term funding provided opportunities to extend borrowings at lower rates. The decreaseCompany also issued $60.0 million in borrowings was primarily due to liquidity received insubordinated notes during the acquisitionsecond quarter of Salin from the sale of its investments.2020.
Stockholders’ equity totaled $642.7$652.2 million at SeptemberJune 30, 20192020 compared to $492.0$656.0 million at December 31, 2018.2019. The increasedecrease in stockholders’ equity during the period was due to the acquisitionrepurchase of Salin,outstanding stock, the impact of the adoption of ASU 2016-13 and dividends declared, offset by the generation of net income net of dividends declared, and an increase in accumulated other comprehensive income.income during the period. Book value per common share at SeptemberJune 30, 20192020 increased to $14.29$14.88 compared to $12.82$14.59 at December 31, 2018.2019.

59
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Six Months ended June 30, 2020 and 2019
Results of Operations
Overview
Consolidated net income for the three-month period ended SeptemberJune 30, 20192020 was $20.5$14.6 million, or $0.33 diluted earnings per share, compared to $13.1$16.6 million, or $0.37 diluted earnings per share for the same period in 2018. Basic and diluted earnings per common share for the three months ended September 30, 2019 and 2018 were $0.46 and $0.34, respectively.2019. The increasedecrease in net income fromfor the previousthree-month period ended June 30, 2020 when compared to the same prior year period reflects an increase in credit loss expense of $6.2 million, offset by an increase in net interest income of $9.7$1.5 million and
an increase in non-interest
income of $2.8 million,$227,000, along with decreases in addition to a decrease in provision for loan losses of $800,000. Offsetting these positive impacts to net income were increases in
non-interest
expense of $4.4 million and income tax expense of $1.4 million.$1.2 million and $1.3 million, respectively. Excluding merger expenses, gain/loss on sale of investment securities and death benefit on bank owned life insurance (“coreadjusted net income”), coreadjusted net income for the thirdsecond quarter of 20192020 was $20.3$14.4 million, or $0.45$0.32 diluted earnings per share, compared to $13.2$17.6 million, or $0.34$0.39 diluted earnings per share for the second quarter of 2019.
Consolidated net income for the six-month period ended June 30, 2020 was $26.3 million, or $0.59 diluted earnings per share, compared to $27.5 million, or $0.65 diluted earnings per share for the same period of 2018.
Consolidatedin 2019. The decrease in net income for the nine-monthsix-month period ended SeptemberJune 30, 2019 was $48.0 million2020 when compared to $40.0 million for the same period in 2018. Earnings per common share for the nine months ended September 30, 2019 were $1.12 basic and $1.11 diluted, compared to $1.04 basic and diluted for the same nine-month period in the prior year. The increase in net income when comparing the first nine months of 2019 to the prior year period reflects increasesan increase in credit loss expense and non-interest expense of $14.4 million and $259,000, respectively. Increases in net interest income and non-interest income of $18.5$8.1 million and
non-interest
income of $5.2 $3.6 million, respectively, along with a decrease in provision for loan losses of $742,000. Offsetting these positive impacts to net income was an increase in
non-interest
expense of $15.0 million and income tax expense of $1.5 million. Core$1.8 million, partially offset the increase in credit loss expense and non-interest expense. Adjusted net income for the nine-monthsix-month period ended SeptemberJune 30, 20192020 was $52.1$25.6 million, or $1.21$0.57 diluted earnings per share, compared to $39.9$31.8 million, or $1.04$0.75 diluted earnings per share for the same period of 2018.in 2019.
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.
53
Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Nine Months ended September 30, 2019 and 2018
Net interest income during the three months ended SeptemberJune 30, 20192020 was $43.5$43.0 million, an increase of $9.7$1.5 million from the $33.8$41.5 million earned during the same period in 2018.2019. Yields on the Company’s interest-earning assets increaseddecreased by 2976 basis points to 4.87%4.05% for the three months ended SeptemberJune 30, 20192020 from 4.58%4.81% for the three months ended SeptemberJune 30, 2018.2019. Interest income increased $13.4decreased $3.5 million from $42.3$53.8 million for the three months ended SeptemberJune 30, 20182019 to $55.7$50.3 million for the same period in 2019. This2020. The decrease in interest income was due to an increasea decrease in average interest-earning assets frominterest rates during the Salin acquisition and organic growth, in addition to an increase in yield and an increase in commercial loan fees of $1.2 million when comparing the thirdsecond quarter of 2019 to the third quarter of 2018.2020. Interest income from acquisition-related purchase accounting adjustments was $1.7$1.6 million for the three months ending SeptemberJune 30, 20192020 compared to $789,000$1.3 million for the same period of 2018.2019.
Rates paid on interest-bearing liabilities increaseddecreased by 2264 basis points for the three-month period ended SeptemberJune 30, 20192020 compared to the same period in 2018 due to an increase in the cost of interest-bearing deposits.2019. Interest expense increased $3.7decreased $5.0 million when compared to the three-month period ended SeptemberJune 30, 20182019 to $12.2$7.3 million for the same period in 2019.2020. This increasedecrease was due to higher average balances of interest-bearing deposits and higherlower rates paid on these deposits.deposits and borrowings. The cost on average interest-bearing deposits decreased 60 basis points while the cost of average borrowings decreased 116 basis points. Average balances of interest-bearing deposits increased $694.4$180.8 million and were due to the acquisition of Salin. Averageaverage balances of borrowings decreased $82.2increased $220.0 million for the three-month period ended SeptemberJune 30, 20192020 when compared to the same period in 2018 primarily2019.
The net interest margin decreased 26 basis points from reducing short-term borrowings during the second quarter of 2019 with the liquidity obtained through the Salin acquisition. The cost of borrowings decreased 12 basis points3.73% for the three-month period ended SeptemberJune 30, 2019 when compared to the same period in 2018.
The net interest margin increased 15 basis points from 3.67% for the three-month period ended September 30, 2018 to 3.82%3.47% for the same period in 2019.2020. The increasedecrease in the margin for the three-month period ended SeptemberJune 30, 20192020 compared to the same period in 20182019 was due to an increasea decrease in the yield of interest-earning assets, offset by an increasea decrease in the cost of interest-bearing liabilities. Excluding the interest income recognized from the acquisition-related purchase accounting adjustments (“coreadjusted net interest margin”), the margin would have been 3.67%3.35% for the three-month period ending SeptemberJune 30, 20192020 compared to 3.59%3.61% for the same period in 2018. The increase in the core net interest margin for the third quarter of 2019 was due to an increase in the yield on earning assets from higher mortgage warehouse lending balances, the addition of acquired Salin loans and the
pay-down
of higher cost short-term borrowings with the liquidity obtained through the acquisition of Salin.
2019.

60
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and NineSix Months ended SeptemberJune 30, 20192020 and 20182019
The following are the average balance sheets for the three months ending (dollars in thousands):
                         
 
Three Months Ended
  
Three Months Ended
 
 
September 30, 2019
  
September 30, 2018
 
 
Average
Balance
  
Interest
  
Average
Rate
  
Average
Balance
  
Interest
  
Average
Rate
 
Assets
                  
Interest-earning assets
                  
Federal funds sold
 $
18,133
  $
115
   
2.52
% $
3,840
  $
24
   
2.48
%
Interest-earning deposits
  
17,823
   
93
   
2.07
%  
24,494
   
104
   
1.68
%
Investment securities - taxable
  
478,764
   
2,949
   
2.44
%  
421,681
   
2,611
   
2.46
%
Investment securities -
non-taxable
(1)
  
462,997
   
3,099
   
3.36
%  
324,289
   
2,010
   
3.11
%
Loans receivable
(2)(3)
  
3,646,268
   
49,455
   
5.41
%  
2,942,835
   
37,522
   
5.07
%
                         
Total interest-earning assets
(1)
  
4,623,985
   
55,711
   
4.87
%  
3,717,139
   
42,271
   
4.58
%
Non-interest-earning
assets
                  
Cash and due from banks
  
66,970
         
45,864
       
Allowance for loan losses
  
(18,277
)        
(17,090
)      
Other assets
  
434,581
         
359,183
       
                         
Total average assets
 $
  5,107,259
        $
  4,105,096
       
                         
Liabilities and Stockholders’ Equity
                  
Interest-bearing liabilities
                  
Interest-bearing deposits
 $
3,132,852
  $
9,109
   
1.15
% $
2,438,450
  $
5,023
   
0.82
%
Borrowings
  
413,859
   
2,275
   
2.18
%  
496,054
   
2,876
   
2.30
%
Subordinated debentures
  
54,433
   
864
   
6.30
%  
36,570
   
600
   
6.51
%
                         
Total interest-bearing liabilities
  
3,601,144
   
12,248
   
1.35
%  
2,971,074
   
8,499
   
1.13
%
Non-interest-bearing
liabilities
                  
Demand deposits
  
818,164
         
640,983
       
Accrued interest payable and other liabilities
  
47,181
         
16,080
       
Stockholders’ equity
  
640,770
         
476,959
       
                         
Total average liabilities and stockholders’ equity
 $
5,107,259
        $
4,105,096
       
                         
Net interest income/spread
    $
  43,463
   
3.52
%    $
  33,772
   
3.44
%
                         
Net interest income as a percent of average interest-earning assets
(1)
        
3.82
%        
3.67
%
Average Balance Sheets
(Dollar Amount in Thousands, Unaudited)
Three Months EndedThree Months Ended
June 30, 2020June 30, 2019
Average
Balance		InterestAverage
Rate		Average
Balance		InterestAverage
Rate
Assets
Interest earning assets
Federal funds sold$62,832  $17  0.11 %$18,251  $120  2.64 %
Interest earning deposits20,278  61  1.21 %18,516  83  1.80 %
Investment securities - taxable481,552  2,243  1.87 %480,036  3,070  2.57 %
Investment securities - non-taxable (1)
647,375  4,105  3.15 %411,944  2,793  3.44 %
Loans receivable (2) (3)
3,900,599  43,918  4.54 %3,637,927  47,784  5.29 %
Total interest earning assets5,112,636  50,344  4.05 %4,566,674  53,850  4.81 %
Non-interest earning assets
Cash and due from banks84,297  67,537  
Allowance for credit losses(48,611) (18,036) 
Other assets472,373  431,190  
Total average assets$5,620,695  $5,047,365  
Liabilities and Stockholders' Equity
Interest bearing liabilities
Interest bearing deposits$3,299,661  $4,506  0.55 %$3,118,821  $8,938  1.15 %
Borrowings618,274  2,074  1.35 %398,320  2,495  2.51 %
Subordinated notes4,527  58  5.15 %—  —  — %
Junior subordinated debentures issued to capital trusts52,835  710  5.40 %53,572  888  6.65 %
Total interest bearing liabilities3,975,297  7,348  0.74 %3,570,713  12,321  1.38 %
Non-interest bearing liabilities
Demand deposits924,890  818,872  
Accrued interest payable and other liabilities71,018  35,752  
Stockholders' equity649,490  622,028  
Total average liabilities and stockholders' equity$5,620,695  $5,047,365  
Net interest income/spread$42,996  3.31 %$41,529  3.43 %
Net interest income as a percent of average interest earning assets (1)
3.47 %3.73 %
(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. The average 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 computation above are included in the daily average loan amounts outstanding. Loan totals are shown net of unearned income and deferred loan fees. The average rate is presented on a tax equivalent basis.
(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. The average 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 loan fees. The average rate is presented on a tax equivalent basis.

55
61
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and NineSix Months ended SeptemberJune 30, 20192020 and 2018
2019
The net interest margin was impacted during the second quarter of 2020 due to the PPP loans that were originated. Horizon estimates that the PPP loans compressed the net interest margin by 3 basis points for the quarter. This assumes these PPP loans were not included in average interest earning assets or interest income and were primarily funded by the growth in non-interest bearing deposits. The compression to the net interest margin for the first six months of 2020 using the same assumptions was estimated to be 2 basis points.
Net interest income forduring the ninesix months ended SeptemberJune 30, 20192020 was $119.3$83.9 million, an increase of $18.5$8.1 million from the $100.7$75.8 million earned during the same period in 2018.2019. Yields on the Company’s interest-earning assets increaseddecreased by 2654 basis points to 4.81%4.25% for the ninesix months ending Septemberended June 30, 20192020 from 4.55%4.79% for the ninesix months ended SeptemberJune 30, 2018.2019. Interest income increased $32.5$2.8 million from $122.4$99.2 million for the ninesix months ended SeptemberJune 30, 20182019 to $154.9$102.0 million for the same period in 2019. This was due2020. Average interest earning assets during the six months ended June 30, 2020 increased $679.7 million to an increase in average interest-earning assets from$4.9 billion compared to $4.2 billion during the Salin acquisition and organic growth, in addition to an increase in yield.six months ended June 30, 2019. Interest income from acquisition-related purchase accounting adjustments was $4.5$3.0 million for both the ninesix months ending SeptemberJune 30, 2019 and 2018.2020 compared to $2.8 million for the same period of 2019.
Rates paid on interest-bearing liabilities increaseddecreased by 4048 basis points for the nine-monthsix-month period ended SeptemberJune 30, 20192020 compared to the same period in 2018 due to increases in the cost of interest-bearing deposits and borrowings.2019. Interest expense increased $14.0decreased $5.3 million when compared to the nine-monthsix-month period ended SeptemberJune 30, 20182019 to $35.7$18.1 million for the same period in 2019.2020. This increasedecrease was due to higher average balances of interest-bearing deposits in addition to the higherlower rates paid on these deposits.deposits and borrowings. The cost on average interest-bearing deposits decreased 38 basis points while the cost of average borrowings decreased 102 basis points. Average balances of interest-bearing deposits increased $541.6$444.0 million and was due to the acquisition of Salin. Averageaverage balances of borrowings decreased $41.8increased $88.4 million for the nine-monthsix-month period ended SeptemberJune 30, 20192020 when compared to the same period in 2018 primarily from reducing short-term borrowings during the second quarter of 2019 with the liquidity obtained through the Salin acquisition. The cost of borrowings increased 28 basis points for the nine-month period ended September 30, 2019 when compared to the same period in 2018.2019.
The net interest margin decreased two17 basis points from 3.74%3.68% for the nine-monthsix-month period ended SeptemberJune 30, 20182019 to 3.72%3.51% for the same period in 2019.2020. The decrease in the margin for the nine-monthsix-month period ended SeptemberJune 30, 20192020 compared to the same period in 20182019 was due to an increasea decrease in the yield of interest-earning assets, offset by a decrease in the cost of interest-bearing liabilities, offset by an increase in the yield of interest-earning assets.liabilities. Excluding the interest income recognized from the acquisition-related purchase accounting adjustments (“coreadjusted net interest margin”), the margin would have been 3.58%3.39% for both the nine-month periodssix-month period ending SeptemberJune 30, 2019 and 2018.
2020 compared to 3.55% for the same period in 2019.


62
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and NineSix Months ended SeptemberJune 30, 20192020 and 20182019
The following are the average balance sheets for the ninesix months ending (dollars in thousands):
                         
 
Nine Months Ended
  
Nine Months Ended
 
 
September 30, 2019
  
September 30, 2018
 
 
Average
Balance
  
Interest
  
Average
Rate
  
Average
Balance
  
Interest
  
Average
Rate
 
Assets
                  
Interest-earning assets
                  
Federal funds sold
 $
14,778
  $
339
   
3.07
% $
2,845
  $
53
   
2.49
%
Interest-earning deposits
  
21,938
   
284
   
1.73
%  
25,411
   
300
   
1.58
%
Investment securities - taxable
  
469,330
   
8,929
   
2.54
%  
413,617
   
7,379
   
2.39
%
Investment securities -
non-taxable
(1)
  
423,141
   
8,520
   
3.37
%  
313,168
   
5,745
   
3.00
%
Loans receivable
(2)(3)
  
3,447,654
   
136,862
   
5.32
%  
2,855,236
   
108,961
   
5.06
%
                         
Total interest-earning assets
(1)
  
4,376,841
   
154,934
   
4.81
%  
3,610,277
   
122,438
   
4.55
%
Non-interest-earning
assets
                  
Cash and due from banks
  
58,890
         
44,605
       
Allowance for loan losses
  
(18,053
)        
(16,686
)      
Other assets
  
405,923
         
383,615
       
                         
Total average assets
 $
4,823,601
        $
4,021,811
       
                         
Liabilities and Stockholders’ Equity
                  
Interest-bearing liabilities
                  
Interest-bearing deposits
 $
2,924,433
  $
24,923
   
1.14
% $
2,382,864
  $
11,814
   
0.66
%
Borrowings
  
462,575
   
8,391
   
2.43
%  
504,349
   
8,127
   
2.15
%
Subordinated debentures
  
48,666
   
2,348
   
6.45
%  
36,524
   
1,764
   
6.46
%
                         
Total interest-bearing liabilities
  
3,435,674
   
35,662
   
1.39
%  
2,923,737
   
21,705
   
0.99
%
Non-interest-bearing
liabilities
                  
Demand deposits
  
760,717
         
613,866
       
Accrued interest payable and other liabilities
  
37,444
         
16,341
       
Stockholders’ equity
  
589,766
         
467,867
       
                         
Total average liabilities and stockholders’ equity
 $
  4,823,601
        $
  4,021,811
       
                         
                         
Net interest income/spread
    $
  119,272
   
3.42
%    $
  100,733
   
3.55
%
                         
Net interest income as a percent of average interest-earning assets
(1)
        
3.72
%        
3.74
%
(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. The average 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 loan fees. The average rate is presented on a tax equivalent basis.
Average Balance Sheets
(Dollar Amount in Thousands, Unaudited)
Six Months EndedSix Months Ended
June 30, 2020June 30, 2019
Average
Balance		InterestAverage
Rate		Average
Balance		InterestAverage
Rate
Assets
Interest earning assets
Federal funds sold$43,903  $113  0.52 %$13,072  $224  3.46 %
Interest earning deposits23,391  163  1.40 %22,414  191  1.72 %
Investment securities - taxable491,360  4,943  2.02 %464,544  5,980  2.60 %
Investment securities - non-taxable (1)
618,080  7,903  3.16 %402,883  5,421  3.43 %
Loans receivable (2) (3)
3,752,654  88,876  4.78 %3,346,731  87,407  5.28 %
Total interest earning assets4,929,388  101,998  4.25 %4,249,644  99,223  4.79 %
Non-interest earning assets
Cash and due from banks81,203  56,160  
Allowance for credit losses(36,588) (17,939) 
Other assets459,184  391,558  
Total average assets$5,433,187  $4,679,423  
Liabilities and Stockholders' Equity
Interest bearing liabilities
Interest bearing deposits$3,262,492  $12,222  0.75 %$2,818,496  $15,814  1.13 %
Borrowings575,702  4,312  1.51 %487,266  6,116  2.53 %
Subordinated debentures2,264  58  5.15 %—  —  — %
Junior subordinated debentures issued to capital trusts52,801  1,485  5.66 %45,735  1,484  6.54 %
Total interest bearing liabilities3,893,259  18,077  0.93 %3,351,497  23,414  1.41 %
Non-interest bearing liabilities
Demand deposits820,997  731,556  
Accrued interest payable and other liabilities63,393  32,508  
Stockholders' equity655,538  563,862  
Total average liabilities and stockholders' equity$5,433,187  $4,679,423  
Net interest income/spread$83,921  3.32 %$75,809  3.38 %
Net interest income as a percent of average interest earning assets (1)
3.51 %3.68 %
(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. The average 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 computation above are included in the daily average loan amounts outstanding. Loan totals are shown net of unearned income and deferred loan fees. The average rate is presented on a tax equivalent basis.
57
63
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and NineSix Months ended SeptemberJune 30, 20192020 and 2018
2019
Credit Loss Expense

Provision for Loan Losses
Horizon assesses the adequacy of its Allowance for Loan and LeaseCredit Losses (“ALLL”ACL”) by regularly reviewing the performance of its loan portfolio. During the three-month period ended SeptemberJune 30, 2019,2020, a provision of $376,000$7.1 million was required to adequately fundreflect the ALLLnature of our loan portfolios and general characteristics of certain loan pools compared to $1.2$896,000 for the same period of 2019. During the three-month period ended June 30, 2020, commercial loan net charge-offs were $6,000, residential mortgage loan net charge-offs were $24,000 and consumer loan net charge-offs were $377,000.

During the six-month period ended June 30, 2020, a provision of $15.7 million was required to reflect the nature of our loan portfolios and general characteristics of certain loan pools compared to $1.3 million for the same period of 2018. Commercial2019. During the six-month period ended June 30, 2020, commercial loan net charge-offs during the three-month period ended September 30, 2019recoveries were $192,000,$14,000, residential mortgage loan net recoveriescharge-offs were $7,000$41,000 and consumer loan net charge-offs were $540,000. $784,000.

The ALLLACL balance at SeptemberJune 30, 20192020 was $18.0$55.1 million, or 0.49%1.38% of total loans. This compares to an ALLLACL balance of $17.8$17.7 million at December 31, 20182019 or 0.59%0.49% of total loans.

For the nine-month period ended September 30, 2019, theThe $7.1 million ACL provision for loan losses totaled $1.6 million compared to $2.4included $6.4 million in special allocations related to the same period of 2018.
Horizon’s loan loss reserve ratio, excluding loans with credit-related purchase accounting adjustments, stood at 0.65% as of September 30, 2019 compared to 0.72% as of December 31, 2018. Loan loss reservespotential impact on three portfolios, non-owner occupied retail, leisure and credit-related loan discounts on acquired loanshospitality, and unstabilized commercial real estate while continuing allocations for hotels and restaurants, as a percentageresult of total loansthe COVID-19 measures implemented by the states in which Horizon operates (Indiana and Michigan). Extensive analysis and monitoring of these portfolios has been undertaken and, while no loss has been specifically identified, the risks to certain borrowers are elevated and, therefore, the special allocation was 1.07% as of September 30, 2019 compared to 0.98% as of December 31, 2018. The table below illustrates Horizon’s loan loss reserve ratio composition as of September 30, 2019.
deemed prudent.
Non-GAAP
Allowance for Loan and Lease Loss Detail
As of SeptemberJune 30, 2019
(Dollars in Thousands, Unaudited)
                                 
 
Pre-discount

Loan 
Balance
  
Allowance
for Loan
Losses
(ALLL)
  
Loan
Discount
  
ALLL
+
Loan
Discount
  
Loans, net
  
ALLL/
Pre-discount

Loan Balance
  
Loan
Discount/
Pre-discount

Loan Balance
  
ALLL+Loan
Discount/
Pre-discount

Loan Balance
 
Horizon Legacy
 $
2,779,961
  $
17,946
   
N/A
  $
17,946
  $
2,762,015
   
0.65
%  
0.00
%  
0.65
%
Heartland
  
5,244
   
—  
   
589
   
589
   
4,655
   
0.00
%  
11.23
%  
11.23
%
Summit
  
16,191
   
—  
   
987
   
987
   
15,204
   
0.00
%  
6.10
%  
6.10
%
Peoples
  
71,941
   
—  
   
1,669
   
1,669
   
70,272
   
0.00
%  
2.32
%  
2.32
%
Kosciusko
  
30,580
   
—  
   
528
   
528
   
30,052
   
0.00
%  
1.73
%  
1.73
%
LaPorte
  
70,442
   
10
   
2,461
   
2,471
   
67,971
   
0.01
%  
3.49
%  
3.50
%
CNB
  
3,498
   
—  
   
88
   
88
   
3,410
   
0.00
%  
2.52
%  
2.52
%
Lafayette
  
63,805
   
—  
   
519
   
519
   
63,286
   
0.00
%  
0.81
%  
0.81
%
Wolverine
  
136,829
   
—  
   
729
   
729
   
136,100
   
0.00
%  
0.53
%  
0.53
%
Salin
  
489,194
   
—  
   
13,797
   
13,797
   
475,397
   
0.00
%  
2.82
%  
2.82
%
                                 
Total
 $
  3,667,685
  $
  17,956
  $
  21,367
  $
  39,323
  $
  3,628,362
   
0.49
%  
0.58
%  
1.07
%
                                 
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 September 30, 2019.
As of September 30, 2019,
2020, non-performing
loans totaled $19.2$28.1 million, which reflects a two12 basis point increase in
non-performing
loans to total loans, or a $4.0$6.9 million increase from $15.2$21.2 million in
non-performing
loans as of December 31, 2018.
2019. Non-performing
commercial loans increased by $1.3$6.9 million,
non-performing
real estate loans increased by $2.2 million$61,000 and
non-performing
consumer loans increaseddecreased by $485,000$81,000 at SeptemberJune 30, 20192020 compared to December 31, 2018. 2019.
The increase in
non-performing
Bank has elected (i) to suspend the requirements under GAAP for loan modifications related to the COVID-19 pandemic that would otherwise be categorized as a TDR; and (ii) to suspend any determination of a loan modified as a result of the effects of COVID-19 pandemic as being a TDR, including impairment for accounting purposes. At June 30, 2020, the Bank modified loans was primarily duetotaling $533.9 million which qualify for treatment under the CARES Act. The following is a summary of loan modifications related to
non-performing
loans acquired from Salin. the COVID-19 pandemic by type of loan.
Type of Loan#Net
Balance		Interest
Accrued
to Date		% of
Total
Modifications		% of
Portfolio
Commercial670$470.8$1.488.2 %20.1 %
Mortgage (Retained Only)137$39.10.67.3 %5.3 %
Indirect Auto819$17.40.13.3 %4.9 %
Consumer Direct133$3.60.10.7 %5.1 %
Consumer Revolving48$3.00.00.5 %1.3 %
Total1,807$533.9$2.2100.0 %14.3 %
Mortgage (Serviced Only)268
Other Real Estate Owned (OREO) and repossessed assets totaled $4.0$2.6 million at SeptemberJune 30, 20192020 compared to $2.1$3.7 million onat December 31, 2018. The majority of this increase was due to other real estate owned properties acquired in the Salin transaction, including the closed branches, totaling $1.7 million.2019.
64

Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and NineSix Months ended SeptemberJune 30, 20192020 and 2018
2019
Non-interest
Income
The following is a summary of changes in
non-interest
income for the three months ending SeptemberJune 30, 20192020 and 20182019 (table dollar amounts in thousands):
        
 
Three Months Ended
  Three Months Ended
 
September 30
2019
  
September 30
2018
  
Amount
Change
  
Percent
Change
 June 30,
2020		June 30,
2019		Amount
Change		Percent
Change
Non-interest
Income
            Non-interest Income
Service charges on deposit accounts
 $
2,836
  $
2,009
  $
827
   
41.2
%Service charges on deposit accounts$1,888  $2,480  $(592) (23.9)%
Wire transfer fees
  
189
   
160
   
29
   
18.1
%Wire transfer fees230  167  63  37.7 %
Interchange fees
  
2,138
   
1,410
   
728
   
51.6
%Interchange fees2,327  2,160  167  7.7 %
Fiduciary activities
  
1,834
   
1,855
   
(21
)  
-1.1
%Fiduciary activities1,765  2,063  (298) -14.4 %
Loss on sale of investment securities
  
—  
   
(122
)  
122
   
-100.0
%
Gain (loss) on sale of investment securitiesGain (loss) on sale of investment securities248  (100) 348  -348.0 %
Gain on sale of mortgage loans
  
2,702
   
1,839
   
863
   
46.9
%Gain on sale of mortgage loans6,620  2,078  4,542  218.6 %
Mortgage servicing net of impairment
  
444
   
563
   
(119
)  
-21.1
%Mortgage servicing net of impairment(2,760) 570  (3,330) -584.2 %
Increase in cash surrender value of bank owned life insurance
  
556
   
503
   
53
   
10.5
%Increase in cash surrender value of bank owned life insurance557  555  2  0.4 %
Death benefit on bank owned life insurance
  
213
   
—  
   
213
   
0.0
%Death benefit on bank owned life insurance—  367  (367) 0.0 %
Other income
  
602
   
469
   
133
   
28.4
%Other income250  558  (308) (55.2)%
           
Total
non-interest
income
 $
  11,514
  $
  8,686
  $
  2,828
   
32.6
%Total non-interest income$11,125  $10,898  $227  2.1 %
           
Total
non-interest
income was $2.8 million$227,000 higher during the thirdsecond quarter of 20192020 compared to the same period of 2018. Service charges on deposit accounts and interchange fees increased $827,000 and $728,000, respectively, for the three-month period ended September 30, 2019 when compared to the same period of 2018 primarily due to the acquisition of Salin and organic growth.2019. Residential mortgage loan activity during the thirdsecond quarter of 20192020 generated $2.7$6.6 million of income from the gain on sale of mortgage loans, up from $1.8$2.1 million for the same period in 20182019 due to a higher volume of loans sold and an increase in the percentage gain on loans sold.
Mortgage servicing rights, net of impairment, decreased $3.3 million during the second quarter of 2020 compared to the same period of 2019 primarily due to an impairment charge of $2.9 million recorded during the second quarter of 2020. Service charges on deposit accounts, death benefit on bank owned life insurance, other income and fiduciary activities decreased $592,000, $367,000, $308,000 and $298,000, respectively, when comparing the second quarter of 2020 to the same period of 2019.
The following is a summary of changes in
non-interest
income for the ninesix months ending SeptemberJune 30, 20192020 and 20182019 (table dollar amounts in thousands):
                 
 
Nine Months Ended
   
 
September 30
2019
  
September 30
2018
  
Amount
Change
  
Percent
Change
 
Non-interest
Income
            
Service charges on deposit accounts
 $
7,193
  $
5,804
  $
  1,389
   
23.9
%
Wire transfer fees
  
474
   
490
   
(16
)  
-3.3
%
Interchange fees
  
5,659
   
4,293
   
1,366
   
31.8
%
Fiduciary activities
  
5,986
   
5,598
   
388
  ��
6.9
%
Loss on sale of investment securities
  
(85
)  
(111
)  
26
   
-23.4
%
Gain on sale of mortgage loans
  
6,089
   
5,158
   
931
   
18.0
%
Mortgage servicing net of impairment
  
1,620
   
1,423
   
197
   
13.8
%
Increase in cash surrender value of bank owned life insurance
  
1,624
   
1,380
   
244
   
17.7
%
Death benefit on bank owned life insurance
  
580
   
154
   
426
   
276.6
%
Other income
  
1,984
   
1,747
   
237
   
13.6
%
                 
Total
non-interest
income
 $
  31,124
  $
  25,936
  $
5,188
   
20.0
%
                 
Six Months Ended
June 30,
2020		June 30,
2019		Amount
Change		Percent
Change
Non-interest Income
Service charges on deposit accounts$4,334  $4,357  $(23) (0.5)%
Wire transfer fees401  285  116  40.7 %
Interchange fees4,223  3,521  702  19.9 %
Fiduciary activities4,293  4,152  141  3.4 %
Gain on sale of investment securities587  (85) 672  -790.6 %
Gain on sale of mortgage loans10,093  3,387  6,706  198.0 %
Mortgage servicing net of impairment(2,735) 1,176  (3,911) -332.6 %
Increase in cash surrender value of bank owned life insurance1,111  1,068  43  4.0 %
Death benefit on bank owned life insurance233  367  (134) (36.5)%
Other income648  1,382  (734) (53.1)%
Total non-interest income$23,188  $19,610  $3,578  18.2 %

65
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and NineSix Months ended SeptemberJune 30, 20192020 and 2018
2019
Total
non-interest
income was $5.2$3.6 million higher duringfor the first nine months of 2019six-month period ended June 30, 2020 compared to the same period of 2018. Service charges on deposit accounts and interchange fees both increased $1.4 million for the nine-month period ended September 30, 2019 when compared to the same period of 2018 primarily due to the acquisition of Salin and organic growth.2019. Residential mortgage loan activity during the first nine months of 2019six-month period ended June 30, 2020 generated $6.1$10.1 million of income from the gain on sale of mortgage loans, up from $5.2$3.4 million for the same period in 20182019 due to a higher volume of loans sold and an increase in the percentage gain on loans sold. Mortgage servicing rights, net of impairment, decreased $3.9 million during the first nine monthssix-month period ended June 30, 2020 compared to the same period of 2019.
2019 primarily due to an impairment charge of $2.9 million recorded during the second quarter of 2020.
Non-interest
Expense
The following is a summary of changes in
non-interest
expense for the three months ending SeptemberJune 30, 20192020 and 20182019 (table dollar amounts in thousands):
                
 
Three Months Ended
    
 
September 30
 
September 30
    Three Months Ended
 
2019
 
2018
 
Adjusted
 
June 30,
2020
June 30,
2019
Adjusted
 
Actual
  
Merger
Expenses
  
Adjusted
  
Actual
  
Merger
Expenses
  
Adjusted
  
Amount
Change
  
Percent
Change
 Actual
Merger
Expenses
AdjustedActual
Merger
Expenses
Adjusted
Amount
Change
Percent
Change
Non-interest
Expense
                        Non-interest Expense
Salaries and employee benefits
 $
  16,948
  $
  —  
  $
  16,948
  $
  14,343
  $
  —  
  $
  14,343
  $
  2,605
   
18.2
%Salaries and employee benefits$15,629  $—  $15,629  $16,951  $(482) $16,469  $(840) (5.1)%
Net occupancy expenses
  
3,131
   
—  
   
3,131
   
2,495
   
—  
   
2,495
   
636
   
25.5
%Net occupancy expenses3,190  —  3,190  3,148  (75) 3,073  117  3.8 %
Data processing
  
2,140
   
—  
   
2,140
   
1,759
   
—  
   
1,759
   
381
   
21.7
%Data processing2,432  —  2,432  2,139  (68) 2,071  361  17.4 %
Professional fees
  
335
   
—  
   
335
   
437
   
—  
   
437
   
(102
)  
-23.3
%Professional fees518  —  518  598  (153) 445  73  16.4 %
Outside services and consultants
  
1,552
   
—  
   
1,552
   
1,204
   
—  
   
1,204
   
348
   
28.9
%Outside services and consultants1,759  —  1,759  1,655  (176) 1,479  280  18.9 %
Loan expense
  
2,198
   
—  
   
2,198
   
1,722
   
—  
   
1,722
   
476
   
27.6
%Loan expense2,692  —  2,692  2,048  (2) 2,046  646  31.6 %
FDIC deposit insurance
  
(273
)  
—  
   
(273
)  
396
   
—  
   
396
   
(669
)  
-168.9
%FDIC deposit insurance235  —  235  365  —  365  (130) -35.6 %
Other losses
  
90
   
—  
   
90
   
161
   
—  
   
161
   
(71
)  
-44.1
%Other losses193  —  193  169  (69) 100  93  93.0 %
Other expenses
  
3,939
   
—  
   
3,939
   
3,103
   
—  
   
3,103
   
836
   
26.9
%Other expenses3,784  —  3,784  4,511  (507) 4,004  (220) (5.5)%
                       
Total
non-interest
expense
 $
30,060
  $
—  
  $
30,060
  $
25,620
  $
—  
  $
25,620
  $
4,440
   
17.3
%Total non-interest expense$30,432  $—  $30,432  $31,584  $(1,532) $30,052  $380  1.3 %
                       
Annualized
Non-interest
Exp. to Avg. Assets
  
2.34
%     
2.34
%  
2.48
%     
2.48
%      Annualized Non-interest Exp. to Avg. Assets2.18 %2.18 %2.51 %2.39 %
Total
non-interest
expense was $4.4$1.1 million higher duringlower for the thirdsecond quarter of 20192020 when compared to the same periodsecond quarter of 2018. Salaries2019. Decreases in salaries and employee benefits and other expense net occupancy expense,were offset in part by increases in loan expense and data processing and outside services and consultantsprocessing. Excluding merger expenses, total non-interest expense increased $2.6 million, $836,000, $636,000, $476,000, $381,000 and $348,000, respectively, primarily dueby $380,000 in the second quarter of 2020 when compared to the Salin acquisition and organic growth. These increases were offset by a decrease of $669,000 in FDIC insurance and $102,000 in professional fees. FDIC insurance decreased due to assessment credits the Bank received during the thirdfirst quarter of 2019 as the FDIC reserve is currently overfunded. 2019.
Annualized
non-interest
expense as a percentagepercent of average assets were 2.34%2.18% and 2.48%2.51% for the three months ended SeptemberJune 30, 20192020 and 2018, respectively.
The following is a summary of changes in
non-interest
expense for the nine months ending September 30, 2019, and 2018 (table dollar amounts in thousands):
                                 
 
Nine Months Ended
     
 
September 30
  
September 30
   
 
2019
  
2018
  
Adjusted
 
 
Actual
  
Merger
Expenses
  
Adjusted
  
Actual
  
Merger
Expenses
  
Adjusted
  
Amount
Change
  
Percent
Change
 
Non-interest
Expense
                        
Salaries and employee benefits
 $
  48,365
  $
(484
) $
  47,881
  $
  42,525
  $
  —  
  $
  42,525
  $
  5,356
   
12.6
%
Net occupancy expenses
  
9,051
   
(75
)  
8,976
   
7,981
   
—  
   
7,981
   
995
   
12.5
%
Data processing
  
6,245
   
(360
)  
5,885
   
5,062
   
—  
   
5,062
   
823
   
16.3
%
Professional fees
  
1,426
   
(392
)  
1,034
   
1,314
   
—  
   
1,314
   
(280
)  
-21.3
%
Outside services and consultants
  
6,737
   
(2,466
)  
4,271
   
3,735
   
—  
   
3,735
   
536
   
14.4
%
Loan expense
  
6,195
   
(2
)  
6,193
   
4,504
   
—  
   
4,504
   
1,689
   
37.5
%
FDIC deposit insurance
  
252
   
—  
   
252
   
1,051
   
—  
   
1,051
   
(799
)  
-76.0
%
Other losses
  
363
   
(71
)  
292
   
576
   
—  
   
576
   
(284
)  
-49.3
%
Other expenses
  
12,748
   
(1,800
)  
10,948
   
9,651
   
—  
   
9,651
   
1,297
   
13.4
%
                                 
Total
non-interest
expense
 $
91,382
  $
  (5,650
) $
85,732
  $
76,399
  $
—  
  $
76,399
  $
9,333
   
12.2
%
                                 
Annualized
Non-interest
Exp. to Avg. Assets
  
2.53
%     
2.38
%  
2.54
%     
2.54
%      
60
Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Nine Months ended September 30, 2019 and 2018
Total
non-interest
expense was $15.0 million higher during the first nine months of 2019 when compared to the first nine months of 2018. Salaries and employee benefits, other expense, outside services and consultants expense, loan expense, data processing and net occupancy increased $5.8 million, $3.1 million, $3.0 million, $1.7 million, $1.2 million and $1.1 million, respectively. Offsetting these increases was a decrease in FDIC insurance of $799,000 and other losses of $213,000. FDIC insurance decreased due to the assessment credits the Bank received during the third quarter of 2019 as the FDIC reserve is currently overfunded. Excluding merger expenses, total
non-interest
expense increased $9.3 million during the first nine months of 2019 when compared to the same period of 2018 primarily due to the Salin acquisition and organic growth. Annualized
non-interest
expense as a percentage of average assets were 2.53% and 2.54% for the first nine months of 2019 and 2018, respectively. Annualized
non-interest
expense, excluding merger expenses, as a percent of average assets declined to 2.38%were 2.18% and 2.39% for the first ninethree months ended June 30, 2020 and 2019, respectively.
66
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Six Months ended June 30, 2020 and 2019
The following is a summary of changes in non-interest expense for the six months ending June 30, 2020 and 2019 (table dollar amounts in thousands):
Six Months Ended
June 30,
2020
June 30,
2019
Adjusted
Actual
Merger
Expenses
AdjustedActual
Merger
Expenses
Adjusted
Amount
Change
Percent
Change
Non-interest Expense
Salaries and employee benefits$32,220  $—  $32,220  $31,417  $(484) $30,933  $1,287  4.2 %
Net occupancy expenses6,442  —  6,442  5,920  (75) 5,845  597  10.2 %
Data processing4,837  —  4,837  4,105  (360) 3,745  1,092  29.2 %
Professional fees1,054  —  1,054  1,091  (392) 699  355  50.8 %
Outside services and consultants3,674  —  3,674  5,185  (2,466) 2,719  955  35.1 %
Loan expense4,791  —  4,791  3,997  (2) 3,995  796  19.9 %
FDIC deposit insurance385  —  385  525  —  525  (140) -26.7 %
Other losses313  —  313  273  (71) 202  111  55.0 %
Other expenses7,865  —  7,865  8,809  (1,800) 7,009  856  12.2 %
Total non-interest expense$61,581  $—  $61,581  $61,322  $(5,650) $55,672  $5,909  10.6 %
Annualized Non-interest Exp. to Avg. Assets2.28 %2.28 %2.64 %2.40 %
Total non-interest expense was $259,000 higher for the six-month period ended June 30, 2020 when compared to 2.54% for the same period of 2019. Increases in 2018 assalaries and employee benefits, loan expense, data processing and net occupancy expenses were offset in part by decreases in outside services and consultants and other expense. Excluding merger expenses, total non-interest expense increased by $5.9 million for the Company has been ablesix-month period ended June 30, 2020 when compared to leverage its expense base.the same period of 2019. This increase was primarily related to the closing of the Salin Bancshares, Inc. merger on March 26, 2019 and the related increase in costs.
Income Taxes
Income tax expense totaled $4.0$2.0 million for the thirdsecond quarter of 2019, an increase2020 a decrease of $1.4$1.3 million when compared to the thirdsecond quarter of 2018.2019. The increasedecrease in income tax expense in the second quarter of 2020 compared to the second quarter of 2019 was primarily due to a decrease in income before taxes of $3.3 million in addition to an increase in income before income tax of $8.9 million when compared to the third quarter of 2018.tax-exempt municipal interest income.
Income tax expense totaled $9.4$3.6 million for the first nine monthssix-month period ended June 30, 2020, a decrease of 2019, an increase of $1.5$1.8 million when compared to the same period of 2019. The decrease in 2018. The increaseincome tax expense was due to a decrease in income before taxes of $3.0 million in addition to an increase in income before income tax of $9.5 million when compared to the first nine months of 2018.
tax-exempt municipal interest income.
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, unpledged investment securities and borrowing relationships with correspondent banks, including the FHLB. During the nine months ended SeptemberAt June 30, 2019, cash and cash equivalents increased by approximately $32.8 million. At September 30, 2019,2020, in addition to liquidity available from the normal operating, funding, and investing activities of Horizon, the Bank had approximately $590.6$910.7 million in unused credit lines with various money center banks, including the FHLB and the FRB Discount Window compared to $340.3$517.1 million at December 31, 2018 and $405.1 million at September 30, 2018.2019. The Bank had approximately $728.4$453.6 million of
67
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Six Months ended June 30, 2020 and 2019
unpledged investment securities at SeptemberJune 30, 20192020 compared to $648.6$807.4 million at December 31, 2018 and $600.5 million at September 30, 2018.
2019.
Capital Resources
The capital resources of Horizon and the Bank exceeded regulatory capital ratios for “well capitalized” banks at SeptemberJune 30, 2019.2020. Stockholders’ equity totaled $642.7$652.2 million as of SeptemberJune 30, 2019,2020, compared to $492.0$656.0 million as of December 31, 2018.2019. For the ninesix months ended SeptemberJune 30, 2019,2020, the ratio of average stockholders’ equity to average assets was 12.23%12.07% compared to 11.65%12.28% for the twelve months ended December 31, 2018.2019. The increasedecrease in stockholders’ equity during the period was the result of the repurchase of outstanding stock, issued through the acquisitionimpact of Salinthe adoption of ASU 2016-13 and dividends declared, offset by net income and the generation of net income, net of dividends declared.
increase in accumulated other comprehensive income.
Horizon declared common stock dividends in the amount of $0.34$0.24 per share during the first ninesix months of 20192020 and $0.30$0.22 per share for the same period of 2018.2019. The dividend payout ratio (dividends as a percent of basic earnings per share) was 24.1%40.7% and 28.8%33.8% for the first ninesix months of 20192020 and 2018,2019, respectively. For additional information regarding dividends, see Horizon’s Annual Report on Form
10-K
for 2018.2019.

HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis ofNon-GAAP Financial Condition
And Results of Operations
For the Three and Nine Months ended September 30, 2019 and 2018
Use of
Non-GAAP
Financial Measures
Certain information set forth in this quarterly report on Form
10-Q
refers to financial measures determined by methods other than in accordance with GAAP. Specifically, we have included
non-GAAP
financial measures relating to net income, diluted earnings per share, net interest margin, the allowance for loan and leasecredit losses, tangible stockholders’ equity, tangible book value per share, the return on average assets, and the return on average common equity.equity, and pre-tax pre-provision net income. In each case, we have identified special circumstances that we consider to be
non-recurring
adjustments and have excluded them, to show the impact of such events as acquisition-related purchase accounting adjustments and the tax reform bill, among others we have identified in our reconciliations. Horizon believes that these
non-GAAP
financial measures are helpful to investors and provide a greater understanding of our business without giving effect to the purchase accounting impacts and
one-time
costs of acquisitions and
non-core
items. other adjustments. These measures are not necessarily comparable to similar measures that may be presented by other companies and should not be considered in isolation or as a substitute for the related GAAP measure. See the tables and other information below and contained elsewhere in this Report on Form
10-Q
for reconciliations of the
non-GAAP
figures identified herein and their most comparable GAAP measures.
Non-GAAP
Reconciliation of Net Interest Margin

(Dollars in Thousands, Unaudited)
                     
 
Three Months Ended
  
Nine Months Ended
 
 
September 30
  
June 30
  
September 30
  
September 30
  
September 30
 
 
2019
  
2019
  
2018
  
2019
  
2018
 
Non-GAAP
Reconciliation of Net Interest Margin
               
Net interest income as reported
 $
43,463
  $
41,529
  $
33,772
  $
119,272
  $
100,733
 
Average interest-earning assets
  
4,623,985
   
4,566,674
   
3,717,139
   
4,376,841
   
3,610,277
 
Net interest income as a percentage of average interest-earning assets (“Net Interest Margin”)
  
3.82
%  
3.73
%  
3.67
%  
3.72
%  
3.74
%
Acquisition-related purchase accounting adjustments (“PAUs”)
 $
(1,739
) $
(1,299
) $
(789
) $
(4,548
) $
(4,460
)
                     
Core net interest income
 $
41,724
  $
40,230
  $
32,983
  $
114,724
  $
96,273
 
                     
Core net interest margin
  
3.67
%  
3.61
%  
3.59
%  
3.58
%  
3.58
%
                     

68
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and NineSix Months ended SeptemberJune 30, 20192020 and 2018
2019
Non-GAAP Reconciliation of Net Income
(Dollars in Thousands, Unaudited)
Three Months EndedSix Months Ended
June 30,March 31,December 31,September 30,June 30,June 30,June 30,
2020202020192019201920202019
Net income as reported$14,639  $11,655  $18,543  $20,537  $16,642  $26,294  $27,458  
Merger expenses—  —  —  —  1,532  —  5,650  
Tax effect—  —  —  —  (295) —  (987) 
Net income excluding merger expenses14,639  11,655  18,543  20,537  17,879  26,294  32,121  
(Gain)/loss on sale of investment
securities		(248) (339) (10) —  100  (587) 85  
Tax effect52  71  2  —  (21) 123  (18) 
Net income excluding (gain)/loss on sale of investment securities14,443  11,387  18,535  20,537  17,958  25,830  32,188  
Death benefit on bank owned life insurance (“BOLI”)—  (233) —  (213) (367) (233) (367) 
Net income excluding death benefit on BOLI14,443  11,154  18,535  20,324  17,591  25,597  31,821  
Adjusted net income$14,443  $11,154  $18,535  $20,324  $17,591  $25,597  $31,821  


Non-GAAP
Reconciliation of Net Income and Diluted Earnings per Share
(Dollars in Thousands, Except per Share Data, Unaudited)
                     
 
Three Months Ended
  
Nine Months Ended
 
 
September 30
  
June 30
  
September 30
  
September 30
  
September 30
 
 
2019
  
2019
  
2018
  
2019
  
2018
 
Non-GAAP
Reconciliation of Net Income
               
Net income as reported
 $
  20,537
  $
  16,642
  $
  13,065
  $
  47,995
  $
  39,984
 
Merger expenses
  
—  
   
1,532
   
—  
   
5,650
   
—  
 
Tax effect
  
—  
   
(295
)  
—  
   
(987
)  
—  
 
                     
Net income excluding merger expenses
  
20,537
   
17,879
   
13,065
   
52,658
   
39,984
 
Loss on sale of investment securities
  
—  
   
100
   
122
   
85
   
111
 
Tax effect
  
—  
   
(21
)  
(25
)  
(18
)  
(23
)
                     
Net income excluding loss on sale of investment securities
  
20,537
   
17,958
   
13,162
   
52,725
   
40,072
 
Death benefit on bank owned life insurance (“BOLI”)
  
(213
)  
(367
)  
—  
   
(580
)  
(154
)
                     
Net income excluding death benefit on BOLI
  
20,324
   
17,591
   
13,162
   
52,145
   
39,918
 
                     
Core Net Income
 $
20,324
  $
17,591
  $
13,162
  $
52,145
  $
39,918
 
                     
Non-GAAP
Reconciliation of Diluted Earnings per Share
               
Diluted earnings per share (“EPS”) as reported
 $
0.46
  $
0.37
  $
0.34
  $
1.11
  $
1.04
 
Merger expenses
  
—  
   
0.03
   
—  
   
0.13
   
—  
 
Tax effect
  
—  
   
—  
   
—  
   
(0.02
)  
—  
 
                     
Diluted EPS excluding merger expenses
  
0.46
   
0.40
   
0.34
   
1.22
   
1.04
 
Loss on sale of investment securities
  
—  
   
—  
   
—  
   
—  
   
—  
 
Tax effect
  
—  
   
—  
   
—  
   
—  
   
—  
 
                     
Diluted EPS excluding loss on sale of investment securities
  
0.46
   
0.40
   
0.34
   
1.22
   
1.04
 
Death benefit on BOLI
  
(0.01
)  
(0.01
)  
—  
   
(0.01
)  
—  
 
                     
Diluted EPS excluding death benefit on BOLI
  
0.45
   
0.39
   
0.34
   
1.21
   
1.04
 
                     
Core Diluted EPS
 $
0.45
  $
0.39
  $
0.34
  $
1.21
  $
1.04
 
                     

69
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and NineSix Months ended SeptemberJune 30, 20192020 and 2018
2019
Non-GAAP Reconciliation of Diluted Earnings per Share
(Unaudited)
Three Months EndedSix Months Ended
June 30,March 31,December 31,September 30,June 30,June 30,June 30,
2020202020192019201920202019
Diluted earnings per share (“EPS”) as reported$0.33  $0.26  $0.41  $0.46  $0.37  $0.59  $0.65  
Merger expenses—  —  —  —  0.03  —  0.13  
Tax effect—  —  —  —  —  —  (0.02) 
Diluted EPS excluding merger expenses0.33  0.26  0.41  0.46  0.40  0.59  0.76  
(Gain)/loss on sale of investment securities(0.01) (0.01) —  —  —  (0.01) —  
Tax effect—  —  —  —  —  —  —  
Diluted EPS excluding (gain)/loss on investment securities0.32  0.25  0.41  0.46  0.40  0.58  0.76  
Death benefit on BOLI—  (0.01) —  (0.01) (0.01) (0.01) (0.01) 
Diluted EPS excluding death benefit on BOLI0.32  0.24  0.41  0.45  0.39  0.57  0.75  
Adjusted Diluted EPS$0.32  $0.24  $0.41  $0.45  $0.39  $0.57  $0.75  

Non-GAAP Reconciliation of Pre-Tax, Pre-Provision Net Income
(Dollars in Thousands, Unaudited)
Three Months EndedSix Months Ended
June 30,March 31,December 31,September 30,June 30,June 30,June 30,
2020202020192019201920202019
Pre-tax income$16,632  $13,239  $22,463  $24,541  $19,947  $29,871  $32,837  
Credit loss expense7,057  8,600  340  376  896  15,657  1,260  
Pre-tax, pre-provision net income$23,689  $21,839  $22,803  $24,917  $20,843  $45,528  $34,097  
Pre-tax, pre-provision net income$23,689  $21,839  $22,803  $24,917  $20,843  $45,528  $34,097  
Merger expenses—  —  —  —  1,532  —  5,650  
(Gain)/loss on sale of investment securities(248) (339) (10) —  100  (587) 85  
Death benefit on bank owned life insurance—  (233) —  (213) (367) (233) (367) 
Adjusted pre-tax, pre-provision net income$23,441  $21,267  $22,793  $24,704  $22,108  $44,708  $39,465  
Non-GAAP
Reconciliation of Return on Average Assets and Return on Average Common Equity
(Dollars in Thousands, Unaudited)
                     
 
Three Months Ended
  
Nine Months Ended
 
 
September 30
  
June 30
  
September 30
  
September 30
  
September 30
 
 
2019
  
2019
  
2018
  
2019
  
2018
 
Non-GAAP
Reconciliation of Return on Average Assets
               
Average assets
 $
  5,107,259
  $
  5,047,365
  $
  4,105,096
  $
  4,823,601
  $
  4,021,811
 
Return on average assets (“ROAA”) as reported
  
1.60
%  
1.32
%  
1.26
%  
1.33
%  
1.33
%
Merger expenses
  
0.00
%  
0.12
%  
0.00
%  
0.16
%  
0.00
%
Tax effect
  
0.00
%  
-0.02
%  
0.00
%  
-0.03
%  
0.00
%
                     
ROAA excluding merger expenses
  
1.60
%  
1.42
%  
1.26
%  
1.46
%  
1.33
%
Loss on sale of investment securities
  
0.00
%  
0.01
%  
0.01
%  
0.00
%  
0.00
%
Tax effect
  
0.00
%  
0.00
%  
0.00
%  
0.00
%  
0.00
%
                     
ROAA excluding loss on sale of investment securities
  
1.60
%  
1.43
%  
1.27
%  
1.46
%  
1.33
%
Death benefit on bank owned life insurance (“BOLI”)
  
-0.02
%  
-0.03
%  
0.00
%  
-0.02
%  
-0.01
%
                     
ROAA excluding death benefit on BOLI
  
1.58
%  
1.40
%  
1.27
%  
1.44
%  
1.32
%
                     
Core ROAA
  
1.58
%  
1.40
%  
1.27
%  
1.44
%  
1.32
%
                     
Non-GAAP
Reconciliation of Return on Average Common Equity
               
Average Common Equity
 $
640,770
  $
622,028
  $
476,959
  $
589,766
  $
467,867
 
Return on average common equity (“ROACE”) as reported
  
12.72
%  
10.73
%  
10.87
%  
10.88
%  
11.43
%
Merger expenses
  
0.00
%  
0.99
%  
0.00
%  
1.28
%  
0.00
%
Tax effect
  
0.00
%  
-0.19
%  
0.00
%  
-0.22
%  
0.00
%
                     
ROACE excluding merger expenses
  
12.72
%  
11.53
%  
10.87
%  
11.94
%  
11.43
%
Loss on sale of investment securities
  
0.00
%  
0.06
%  
0.10
%  
0.02
%  
0.03
%
Tax effect
  
0.00
%  
-0.01
%  
-0.02
%  
0.00
%  
-0.01
%
                     
ROACE excluding loss on sale of investment securities
  
12.72
%  
11.58
%  
10.95
%  
11.96
%  
11.45
%
Death benefit on bank owned life insurance (“BOLI”)
  
-0.13
%  
-0.24
%  
0.00
%  
-0.13
%  
-0.04
%
                     
ROACE excluding death benefit on BOLI
  
12.59
%  
11.34
%  
10.95
%  
11.83
%  
11.41
%
                     
Core ROACE
  
12.59
%  
11.34
%  
10.95
%  
11.83
%  
11.41
%
                     
Non-GAAP
Reconciliation of Tangible Stockholders’ Equity and Tangible Book Value per Share70
(Dollars in Thousands Except per Share Data, Unaudited)
                     
 
September 30
  
June 30
  
March 31
  
December 31
  
September 30
 
 
2019
  
2019
  
2019
  
2018
  
2018
 
Total stockholders’ equity
 $
642,711
  $
626,461
  $
609,468
  $
491,992
  $
477,594
 
Less: Intangible assets
  
178,896
   
179,776
   
176,864
   
130,270
   
130,755
 
                     
Total tangible stockholders’ equity
 $
463,815
  $
446,685
  $
432,604
  $
361,722
  $
346,839
 
                     
Common shares outstanding
  
44,969,021
   
45,061,372
   
45,052,747
   
38,375,407
   
38,367,890
 
Tangible book value per common share
 $
10.31
  $
9.91
  $
9.60
  $
9.43
  $
9.04
 

Table of Contents
HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Six Months ended June 30, 2020 and 2019

Non-GAAP Reconciliation of Net Interest Margin
(Dollars in Thousands, Unaudited)
Three Months EndedSix Months Ended
June 30,March 31,December 31,September 30,June 30,June 30,June 30,
2020202020192019201920202019
Net interest income as reported$42,996  $40,925  $41,519  $43,463  $41,529  $83,921  $75,809  
Average interest earning assets5,112,636  4,746,202  4,748,217  4,623,985  4,566,674  4,929,388  4,249,644  
Net interest income as a percentage of average interest earning assets
(“Net Interest Margin”)		3.47 %3.56 %3.58 %3.82 %3.73 %3.51 %3.68 %
Net interest income as reported$42,996  $40,925  $41,519  $43,463  $41,529  $83,921  $75,809  
Acquisition-related purchase accounting adjustments
(“PAUs”)		(1,553) (1,434) (1,042) (1,739) (1,299) (2,987) (2,809) 
Adjusted net interest income$41,443  $39,491  $40,477  $41,724  $40,230  $80,934  $73,000  
Adjusted net interest margin3.35 %3.44 %3.49 %3.67 %3.61 %3.39 %3.55 %


Non-GAAP Reconciliation of Tangible Stockholders' Equity and Tangible Book Value per Share
(Dollars in Thousands Except per Share Data, Unaudited)
June 30,March 31,December 31,September 30,June 30,
20202020201920192019
Total stockholders' equity$652,206  $630,842  $656,023  $642,711  $626,461  
Less: Intangible assets176,020  176,961  177,917  178,896  179,776  
Total tangible stockholders' equity$476,186  $453,881  $478,106  $463,815  $446,685  
Common shares outstanding43,821,878  43,763,623  44,975,771  44,969,021  45,061,372  
Book value per common share$14.88  $14.41  $14.59  $14.29  $13.90  
Tangible book value per common
share		$10.87  $10.37  $10.63  $10.31  $9.91  

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HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Six Months ended June 30, 2020 and 2019
Non-GAAP Calculation and Reconciliation of Efficiency Ratio and Adjusted Efficiency Ratio
(Dollars in Thousands, Unaudited)
Three Months EndedSix Months Ended
June 30,March 31,December 31,September 30,June 30,June 30,June 30,
2020202020192019201920202019
Non-GAAP Calculation of Efficiency Ratio
Non-interest expense as reported$30,432  $31,149  $30,650  $30,060  $31,584  $61,581  $61,322  
Net interest income as reported42,996  40,925  41,519  43,463  41,529  83,921  75,809  
Non-interest income as reported$11,125  $12,063  $11,934  $11,514  $10,898  $23,188  $19,610  
Non-interest expense/(Net interest income + Non-interest income)
("Efficiency Ratio")		56.23 %58.79 %57.34 %54.68 %60.24 %57.49 %64.27 %
Non-GAAP Reconciliation of Adjusted Efficiency Ratio
Non-interest expense as reported$30,432  $31,149  $30,650  $30,060  $31,584  $61,581  $61,322  
Merger expenses—  —  —  —  (1,532) —  (5,650) 
Non-interest expense excluding merger expenses30,432  31,149  30,650  30,060  30,052  61,581  55,672  
Net interest income as reported42,996  40,925  41,519  43,463  41,529  83,921  75,809  
Non-interest income as reported11,125  12,063  11,934  11,514  10,898  23,188  19,610  
(Gain)/loss on sale of investment securities(248) (339) (10) —  100  (587) 85  
Death benefit on bank owned life insurance ("BOLI")—  (233) —  (213) (367) (233) (367) 
Non-interest income excluding (gain)/loss on sale of investment securities and death benefit on BOLI$10,877  $11,491  $11,924  $11,301  $10,631  $22,368  $19,328  
Adjusted efficiency ratio56.49 %59.43 %57.35 %54.89 %57.62 %57.94 %58.52 %

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HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Six Months ended June 30, 2020 and 2019
Non-GAAP Reconciliation of Return on Average Assets
(Dollars in Thousands, Unaudited)
Three Months EndedSix Months Ended
Non-GAAP Reconciliation of Return on Average AssetsJune 30,March 31,December 31,September 30,June 30,June 30,June 30,
2020202020192019201920202019
Average assets$5,620,695  $5,257,332  $5,250,574  $5,107,259  $5,047,365  $5,433,187  $4,679,423  
Return on average assets ("ROAA") as reported1.05 %0.89 %1.40 %1.60 %1.32 %0.97 %1.18 %
Merger expenses—  —  —  —  0.12  —  0.24  
Tax effect—  —  —  —  (0.02) —  (0.04) 
ROAA excluding merger expenses1.05  0.89  1.40  1.60  1.42  0.97  1.38  
(Gain)/loss on sale of investment securities(0.02) (0.03) —  —  0.01  (0.02) —  
Tax effect—  0.01  —  —  —  —  —  
ROAA excluding (gain)/loss on sale of investment securities1.03  0.87  1.40  1.60  1.43  0.95  1.38  
Death benefit on bank owned life insurance ("BOLI")—  (0.02) —  (0.02) (0.03) (0.01) (0.02) 
ROAA excluding death benefit on BOLI1.03  0.85  1.40  1.58  1.40  0.94  1.36  
Adjusted ROAA1.03 %0.85 %1.40 %1.58 %1.40 %0.94 %1.36 %


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HORIZON BANCORP, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition
And Results of Operations
For the Three and Six Months ended June 30, 2020 and 2019
Non-GAAP Reconciliation of Return on Average Common Equity
(Dollars in Thousands, Unaudited)
Three Months EndedSix Months Ended
Non-GAAP Reconciliation of Return on Average Common EquityJune 30,March 31,December 31,September 30,June 30,June 30,June 30,
2020202020192019201920202019
Average common equity$649,490  $667,588  $653,071  $640,770  $622,028  $655,538  $563,862  
Return on average common equity ("ROACE") as reported9.07 %7.02 %11.26 %12.72 %10.73 %8.07 %9.82 %
Merger expenses—  —  —  —  0.99  —  2.02  
Tax effect—  —  —  —  (0.19) —  (0.35) 
ROACE excluding merger expenses9.07  7.02  11.26  12.72  11.53  8.07  11.49  
(Gain)/loss on sale of investment securities(0.15) (0.20) (0.01) —  0.06  (0.18) 0.03  
Tax effect0.03  0.04  —  —  (0.01) 0.04  (0.01) 
ROACE excluding (gain)/loss on sale of investment securities8.95  6.86  11.25  12.72  11.58  7.93  11.51  
Death benefit on bank owned life insurance ("BOLI")—  (0.14) —  (0.13) (0.24) (0.07) (0.13) 
ROACE excluding death benefit on BOLI8.95  6.72  11.25  12.59  11.34  7.86  11.38  
Adjusted ROACE8.95 %6.72 %11.25 %12.59 %11.34 %7.86 %11.38 %


ITEM 3.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We refer you to Horizon’s 20182019 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 20182019 Annual Report on Form
10-K.
ITEM 4.CONTROLS AND PROCEDURES
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based on an evaluation of disclosure controls and procedures as of SeptemberJune 30, 2019,2020, 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.
74
HORIZON BANCORP, INC. AND SUBSIDIARIES
Changes in Internal Control Over Financial Reporting
Horizon’s management, including its Chief Executive OfficerBeginning January 1, 2020, Horizon adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Horizon implemented changes to the policies, process, and Chief Financial Officer, also have concluded that duringcontrols over the fiscal quarter ended September 30, 2019,estimation of the allowance for credit losses to support the adoption of ASU 2016-13. Many controls under this new standard mirror controls under the prior GAAP methodology. New controls were established over the review of economic forecasting projections obtained from independent third parties. Except as related to the adoption of ASU 2016-13, there have beenwere no changes in Horizon’sour internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2020, that have materially affected, or are reasonably likely to materially affect, Horizon’sour internal control over financial reporting.

75
Table of Contents

HORIZON BANCORP, INC. AND SUBSIDIARIES
Part II – Other Information
ITEM 1.LEGAL PROCEEDINGS
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.
ITEM 1A. RISK FACTORS
There have been no material changes fromThe disclosures below supplement the risk factors previously disclosed under Item 1A1A. of Horizon’sthe Company's 2019 Annual Report on Form 10-K.
10-KThe COVID-19 pandemic has adversely impacted our business and financial results, and the ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.
The COVID-19 pandemic is creating extensive disruptions to the global economy and to the lives of individuals throughout the world. Governments, businesses, and the public are taking unprecedented actions to contain the spread of COVID-19 and to mitigate its effects, including quarantines, travel bans, shelter-in-place orders, closures of businesses and schools, fiscal stimulus, and legislation designed to deliver monetary aid and other relief. While the scope, duration, and full effects of COVID-19 are rapidly evolving and not fully known, the pandemic and related efforts to contain it have disrupted global economic activity, adversely affected the functioning of financial markets, impacted interest rates, increased economic and market uncertainty, and disrupted trade and supply chains. If these effects continue for 2018.a prolonged period or result in sustained economic stress or recession, many of the risk factors identified in our Form 10-K could be exacerbated and such effects could have a material adverse impact on us in a number of ways related to credit, collateral, customer demand, funding operations, interest rate risk, human capital and self-insurance, as described in more detail below.
•Credit Risk - Our risks of timely loan repayment and the value of collateral supporting the loans are affected by the strength of our borrower's business. Concern about the spread of COVID-19 has caused and is likely to continue to cause business shutdowns, limitations on commercial activity and financial transactions, labor shortages, supply chain interruptions, increased unemployment and commercial property vacancy rates, reduced profitability and ability for property owners to make mortgage payments, and overall economic and financial market instability, all of which may cause our customers to be unable to make scheduled loan payments. If the effects of COVID-19 result in widespread and sustained repayment shortfalls on loans in our portfolio, we could incur significant delinquencies, foreclosures and credit losses, particularly if the available collateral is insufficient to cover our exposure. The future effects of COVID-19 on economic activity could negatively affect the collateral values associated with our existing loans, the ability to liquidate the real estate collateral securing our residential and commercial real estate loans, our ability to maintain loan origination volume and to obtain additional financing, the future demand for or profitability of our lending services, and the financial condition and credit risk of our customers. Further, in the event of delinquencies, regulatory changes and policies designed to protect borrowers may slow or prevent us from making our business decisions or may result in a delay in our taking certain remediation actions, such as foreclosure. In addition, we have unfunded commitments to extend credit to customers. During a challenging economic environment like now, our customers are more dependent on our credit commitments and increased borrowings under these commitments could adversely impact our liquidity. Furthermore, in an effort to support our communities during the pandemic, we are participating in the Paycheck Protection Program (“PPP”) under the CARES Act whereby loans to small businesses are made and those loans are subject to the regulatory requirements that would require forbearance of loan payments for a specified time or that would limit our ability to pursue all available remedies in the event of a loan default. If the borrower under the PPP loan fails to qualify for loan forgiveness, we are at the heightened risk of holding these loans at unfavorable interest rates as compared to the loans to customers that we would have otherwise extended.
•Strategic Risk - Our success may be affected by a variety of external factors that may affect the price or marketability of our products and services, changes in interest rates that may increase our funding costs, reduced demand for our financial products due to economic conditions and the various responses of governmental and nongovernmental authorities. In recent weeks, the COVID-19 pandemic has significantly increased economic uncertainty and has led to disruption and volatility in the global capital markets. Furthermore, many of the governmental actions have been directed toward curtailing household and business activity to contain COVID-19. These actions have been rapidly expanding in scope and intensity. For example, in many of our markets, local governments have acted to temporarily
76
HORIZON BANCORP, INC. AND SUBSIDIARIES
Part II – Other Information
close or restrict the operations of most businesses. The future effects of COVID-19 on economic activity could negatively affect the future banking products we provide, including a decline in originating of loans.
•Operational Risk - Current and future restrictions on our workforce's access to our facilities could limit our ability to meet customer servicing expectations and have a material adverse effect on our operations and financial results. We rely on business processes and branch activity that largely depend on people and technology, including access to information technology systems as well as information, applications, payment systems and other services provided by third parties. In response to COVID-19, we have modified our business practices with a portion of our employees working remotely from other locations and their homes to have our operations uninterrupted as much as possible. Further, technology in employees' homes may not be as robust as in our offices and could cause the networks, information systems, applications, and other tools available to employees to be more limited or less reliable than in our offices. The continuation of these work-from-home measures also introduces additional operational risk, including increased cybersecurity risk. These cyber risks include greater phishing, malware, and other cybersecurity attacks, vulnerability to disruptions of our information technology infrastructure and telecommunications systems for remote operations, increased risk of unauthorized dissemination of confidential information, limited ability to restore the systems in the event of a systems failure or interruption, greater risk of a security breach resulting in destruction or misuse of valuable information, and potential impairment of our ability to perform critical functions, including wiring funds, all of which could expose us to risks of data or financial loss, litigation and liability and could seriously disrupt our operations and the operations of any impacted customers.
Moreover, we rely on many third parties in our business operations, including the appraiser of the real property collateral, vendors that supply essential services such as loan servicers, providers of financial information, systems and analytical tools and providers of electronic payment and settlement systems, and local and federal government agencies, offices, and courthouses. In light of the developing measures responding to the pandemic, many of these entities may limit the availability and access of their services. For example, loan origination could be delayed due to the limited availability of real estate appraisers for the collateral. Loan closings could be delayed related to reductions in available staff in recording offices or the closing of courthouses in certain counties, which slows the process for title work, mortgage and UCC filings in those counties. If the third-party service providers continue to have limited capacities for a prolonged period or if additional limitations or potential disruptions in these services materialize, it may negatively affect our operations and financial results.
•Interest Rate Risk - Our net interest income, lending activities, deposits and profitability could be negatively affected by volatility in interest rates caused by uncertainties stemming from COVID-19. In March 2020, the Federal Reserve lowered the target range for the federal funds rate to a range from 0 to 0.25 percent, citing concerns about the impact of COVID-19 on markets and stress in the energy sector. A prolonged period of extremely volatile and unstable market conditions would likely increase our funding costs and negatively affect market risk mitigation strategies. Higher income volatility from changes in interest rates and spreads to benchmark indices could cause a loss of future net interest income and a decrease in current fair market values of our assets. Fluctuations in interest rates will impact both the level of income and expense recorded on most of our assets and liabilities and the market value of all interest earning assets and interest bearing liabilities, which in turn could have a material adverse effect on our net income, operating results, or financial condition.
In addition, the United States Government and its related entities are incurring unprecedented debt levels in support of the United States Economy. This level of debt may not be sustainable, may cause inflationary pressures and increases risks to fund the balance sheet if international investors elect to no longer purchase United States Treasuries.
Because there have been no recent global pandemics that resulted in similar global impact, we do not yet know the full extent of COVID-19's effects on our business, operations, or the global economy as a whole. Any future development will be highly uncertain and cannot be predicted, including the scope and duration of the pandemic, the effectiveness of our work from home arrangements, third party providers' ability to support our operation, and any actions taken by governmental authorities and other third parties in response to the pandemic. The uncertain future development of this crisis could materially and adversely affect our business, operations, operating results, financial condition, liquidity or capital levels.
ITEM 2.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a)Unregistered Sales of Equity Securities: Not Applicable
(b)Use of Proceeds: Not Applicable
(c)Repurchase of Our Equity Securities: Not Applicable
77
HORIZON BANCORP, INC. AND SUBSIDIARIES
Part II – Other Information

(a)Unregistered Sales of Equity Securities: Not Applicable
(b)Use of Proceeds: Not Applicable
(c)Repurchase of Our Equity Securities
The following table presents information relating to our purchases of equity securities during the three months ended September 30, 2019.
                 
Period
 
Total Number
of Shares
Purchased
  
Average
Price Paid
per Share
  
Total Number of Shares
Purchased as part of
Publicly announced
Plans or Programs
(1)
  
Maximum Number
of Shares that
may yet be
Purchased Under the
Plans or Programs
 
July
16-31,
2019
  
—  
  $
—  
   
—  
   
2,250,000
 
August
1-31,
2019
  
49,908
   
16.01
   
49,908
   
2,200,092
 
September
1-30,
2019
  
49,499
   
16.08
   
49,499
   
2,150,593
 
                 
Total
  
99,407
  $
  16.04
   
99,407
   
2,150,593
 
                 
(1)On July 16, 2019, the Board of Directors authorized a stock repurchase program for up to 2,250,000 shares of Horizon common stock, without par value. Horizon announced the program publicly on July 17, 2019. The program will continue until otherwise modified, suspended or terminated by the Board of Directors in its sole discretion and without notice.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4.MINE SAFETY DISCLOSURES
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable
66
HORIZON BANCORP, INC. AND SUBSIDIARIES
Part II – Other Information
ITEM 5.OTHER INFORMATION
ITEM 5. OTHER INFORMATION
Not Applicable


78
HORIZON BANCORP, INC. AND SUBSIDIARIES
Part II – Other Information
ITEM 6.
ITEM 6. EXHIBITS
(a) Exhibits
Exhibit Index
Exhibit
No.
Description
Description
Location
1.1Incorporated by reference to Exhibit 1.1 to Registrant's Form 8-K filed on June 18, 2020
4.1Incorporated by reference to Exhibit 4.1 to Registrant's Form 8-K filed on June 24, 2020
4.2Incorporated by reference to Exhibit 4.2 to Registrant's Form 8-K filed on June 24, 2020
31.1
Attached
31.2
31.2
Certification of Mark E. Secor
Attached
32
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
101
Inline Interactive Data Files
Attached
104
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended SeptemberJune 30, 2019,2020, has been formatted in Inline XBRL
Within the Inline XBRL document

6879
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, INC.
Dated: November 7, 2019
August 4, 2020
/s/ Craig M. Dwight
DateCraig M. Dwight
Craig M. Dwight
Chief Executive Officer
August 4, 2020
Chief Executive Officer
Dated: November 7, 2019
/s/ Mark E. Secor
DateMark E. Secor
Mark E. Secor
Chief Financial Officer

6980