Horizon Bancorp Inc 8-K, filed Feb 25, 2020
Horizon Bancorp Inc (HBNC)
8-K
2020-02-25
For: 2020-02-25
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Added on
April 11, 2026
About this 8-K
Horizon Bancorp Inc filed this 8-K on February 25, 2020.
Items reported
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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CFR 240.13e-4(c))
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Securities registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 7.01 Regulation FD Disclosure.
Craig M. Dwight, the Chairman and Chief Executive Officer of Horizon Bancorp, Inc. (“Horizon”) will be speaking with investors and making a presentation at the community bank investor conference sponsored by Lambert IR on February 25,
2020 in Detroit, Michigan. The presentation materials he will be using are attached as Exhibit 99.1 to this Current Report on Form 8-K and also are available on Horizon’s website at www.horizonbank.com. Horizon undertakes no obligation to update, supplement or amend the materials attached as Exhibit 99.1.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being
furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by
specific reference in such filing.
A cautionary note about forward-looking statements: This Current Report and the presentation materials may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of
Horizon. For these statements, Horizon claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in the presentation materials should be considered in
conjunction with the other information available about Horizon, including the information in the filings we make with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are
not guarantees of future performance. 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,” “estimate,” “project,” “intend,” “plan,” “believe,” “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. Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other
factors detailed from time to time in Horizon’s reports filed with the Securities and Exchange Commission, including those described in Horizon’s Annual Report on Form 10-K. Undue reliance should not be placed on the forward-looking statements, which
speak only as of the date hereof. Horizon does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances
after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.
Use
of Non-GAAP Financial Measures: Certain information set forth in the presentation materials attached as Exhibit 99.1 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, efficiency ratio, tangible stockholders’ equity, and tangible book value per share. In each case, we have identified special circumstances that we
consider to be non-recurring and have excluded them in order to show the impact of such events. Such events may include acquisition-related purchase accounting adjustments, the tax reform bill and other events 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 other non-core items.
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. A reconciliation of each non-GAAP measure to its GAAP
counterpart is included in Exhibit 99.1 in the Appendix.
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits
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EXHIBIT INDEX
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Exhibit No.
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Description
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Presentation for Lambert IR Community Bank Investor Conference, February 25, 2020
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Attached
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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 hereunto duly authorized.
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Date: February 25, 2020
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HORIZON BANCORP, INC.
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By
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Mark E. Secor | |
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Mark E. Secor,
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Executive Vice President & Chief Financial Officer
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A NASDAQ Traded Company - Symbol HBNC February 25, 2020
This presentation may contain forward-looking statements regarding the financial performance, business
prospects, growth and operating strategies of Horizon Bancorp, Inc. and its affiliates (collectively, “Horizon”). For these statements, Horizon claims the protection of the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. Statements in the presentation materials should be considered in conjunction with the other information available about Horizon, including the information in the filings we make with the Securities and
Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. 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,” “estimate,” “project,” “intend,” “plan,” “believe,” “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. Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Horizon’s reports filed with the Securities and
Exchange Commission, including those described in Horizon’s Annual Report on Form 10-K. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Horizon does not undertake, and specifically
disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect
the occurrence of unanticipated events, except to the extent required by law. Forward-Looking Statements
Craig M. DwightChairman &Chief Executive Officer 3
Dynamic MidwestMarket *
Dynamic MidwestMarket
Indiana and Michigan… The Right Side of Chicago Chicago-High Taxes-High Cost of Living-Low Credit
Rating 5
LOCATIONS – 75COUNTIES – 31 BRANCHES LOAN PRODUCTIONOFFICE TOTAL LOANS – DECEMBER 31, 2019INDIANA – $2.1
BILLIONMICHIGAN – $1.5 BILLION Locations 6
IndianaRanked 5th Best State for Business by Chief Executive Magazine in 2019 and 2018Ranked 1st in
Infrastructure, 4th in Business Friendliness, 4th in Cost of Doing Business, 9th in Cost of Living and 11th overall by CNBC’s Ranking of America’s Top States for Business in 2019Budget Surplus and Reserve Fund, AAA Bond Rating, Corporate Tax Cuts
scheduled through 2022MichiganRanked 5th in Cost of Living and 6th in Technology and Innovation by CNBC’s Ranking of America’s Top States for Business 2019Dynamic Growth Markets in Western MichiganGreater Detroit Area Economic ReboundGood
University and College Networks 7 Indiana and MichiganGreat States to Conduct Business
Stable GrowthCreatesShareholder Value *
Stable GrowthCreatesShareholder Value
Retail BankingBusiness BankingMortgage BankingWealth Management Complementary Revenue Streams that are
Counter-Cyclical to Varying Economic Cycles 9 Complementary Revenue Streams
($’s in millions, except per share data)Category
December2009 December2019 Assets $1,387 $5,244 Loans $892 $3,641 Deposits $952 $3,931 Trust Assets Under Management $385 $3,296 Market Capitalization $53 $855 Stock Price $3.20 $19.00 Average Daily Trading Volume
(1) #4,135 #84,800 10 Growth Story Footnote Index included in Appendix
($’s in Millions) December 31, 2015 December 31, 2019 CAGR OrganicCAGR Commercial
(“C&I”) $185 $506 22% 6% Commercial Real Estate (“CRE ”) 620 1,541 20% 6% Res. Real Estate (“Res. RE”) 590 925 9% 0% Consumer (“I/L”) 362 669 13% 9% Total $1,757 $3,641 16% 5% 11 High Quality, Well Diversified Loan
Portfolio 2015 2019 (2) (2) Footnote Index included in Appendix
($’s in Millions) December 31, 2015 December 31, 2019 CAGR OrganicCAGR Commercial
(“C&I”) $185 $506 22% 6% Commercial Real Estate (“CRE ”) 620 1,541 20% 6% Res. Real Estate (“Res. RE”) 590 925 9% 0% Consumer (“I/L”) 362 669 13% 9% Total $1,757 $3,641 16% 5% * High Quality, Well Diversified
Loan Portfolio 2015 2019 (2) (2) Footnote Index included in Appendix
Commercial Real Estate Concentration Risk December 31, 2017 * Footnote Index included in Appendix
Commercial Real Estate Concentration Risk December 31, 2017 12 Footnote Index included in Appendix
Average Total Deposits CAGR 16% 13 Strong Core Deposit Base Footnote Index included in
Appendix (3) ($’s in millions)
* Stable Net Interest Margin Footnote Index included in Appendix
14 Stable Net Interest Margin Footnote Index included in Appendix
Core Diluted EPS CAGR 11% 15 Robust Earnings Growth Footnote Index included in
Appendix (4) (4) ($’s in millions)
16 Low Dependence on Mortgage Revenue (5) Footnote Index included in Appendix ($’s in millions)
* Mass & Scale Resultsin Efficiency Gains Footnote Index included in Appendix (6)
17 Mass & Scale Resultsin Efficiency Gains Footnote Index included in Appendix (6)
Closed 11 Locations in 2019 (4 – Horizon, 1 – LPO, 5 – Salin)Closed 21 Locations Over the Last 10
YearsAnnual Review of Branch FootprintExpansion of Interactive Teller Machines (“ITM’s”) Branch Rationalization
Closed 11 Locations in 2019 (4 – Horizon, 1 – LPO, 5 – Salin)Closed 21 Locations Over the Last 10
YearsAnnual Review of Branch FootprintExpansion of Interactive Teller Machines (“ITM’s”) * Branch Rationalization
Building Future Shareholder Value * Organic and M&A
Building Future Shareholder Value Organic and M&A
LOCATIONS – 75COUNTIES – 31 BRANCHES LOAN PRODUCTIONOFFICE TOTAL LOANS – DECEMBER 31, 2019INDIANA – $2.1
BILLIONMICHIGAN – $1.5 BILLION An Emerging Regional Bank 20
21 Market Place Dynamics Midland, MichiganDow Chemical’s commitment to the market.Chemical Bank
relocates headquarters.Comerica is pulling back from the region.Oakland County, Michigan5th richest county in the country.Northwest IndianaDouble commuter track addition to the South Shore train lines.High cost of living in Chicago.Fort Wayne,
IndianaLowest cost of living of any United States city.Best city to raise a family in the United States.Strong regional economic development program.Lafayette, IndianaPurdue University collaborates with contiguous cities of Lafayette and West
Lafayette.Subaru and other manufacturers expanding facilities.Greater Indianapolis, Indiana exhibits strong growth.
Considerable Opportunitiesto Gain Market Share 22 Footnote Index included in Appendix
Proven Ability to Capitalize * Footnote Index included in Appendix 11OrganicExpans. St. Joseph,S.
Bend,Elkhart,Merrillville Kalamazoo,Indianapolis Carmel Ft. Wayne,Grand Rapids Columbus, Noblesville,Holland 14M&A Anchor Mtg.,Alliance American Trust,Heartland 1st
Mtg.,Summit,Peoples Farmers,LaPorte,CNB Bargersville,Lafayette,Wolverine Salin (10)
Proven Ability to Capitalize Footnote Index included in Appendix 11OrganicExpans. St. Joseph,S.
Bend,Elkhart,Merrillville Kalamazoo,Indianapolis Carmel Ft. Wayne,Grand Rapids Columbus, Noblesville,Holland 14M&A Anchor Mtg.,Alliance American Trust,Heartland 1st
Mtg.,Summit,Peoples Farmers,LaPorte,CNB Bargersville,Lafayette,Wolverine Salin (10)
24 Building Shareholder Value after Acquisitions Footnote Index included in Appendix Tangible Book
Value per Share CAGR 6%
Growth MarketsFuture
Markets 25 GrandRapids AnnArbor Toledo FortWayne Lafayette Kalamazoo SouthBend Warsaw Indianapolis NWIndiana Market Opportunities Abound Midland Troy CentralIllinois PeopleMarket ShareMergers &
Acquisitions Detroit Sandusky Columbus
Growth MarketsFuture
Markets 25 GrandRapids AnnArbor Toledo FortWayne Lafayette Kalamazoo SouthBend Warsaw Indianapolis NWIndiana Market Opportunities Abound Midland Troy CentralIllinois PeopleMarket ShareMergers &
Acquisitions Detroit Sandusky Columbus
* Number of Banks Headquartered in Indiana and Michigan (11) Merger OpportunitiesContinue to
Flourish On average, approximately 5% of the Banks sold each year.IN & MI 5 + IL 8 + OH 5 ~ 18 Footnote Index included in Appendix 24 13 9 10 9 14 13 17 8 9 5
Number of Banks Headquartered in Indiana and Michigan (11) Merger OpportunitiesContinue to
Flourish On average, approximately 5% of the Banks sold each year.IN & MI 5 + IL 8 + OH 5 ~ 18 Footnote Index included in Appendix 24 13 9 10 9 14 13 17 8 9 5
Investingfor theFuture
Investingfor theFuture *
To Enhance the Customer’s ExperienceOnline Account OpeningLive Person Chat and MessagingNew
Consumer Loan PlatformTo Improve Internal Processes and Link SystemsUpgrade Teller PlatformNew Retail Mortgage SystemProcess and Workflow EnhancementsData MiningNew Customer Relationship Management and Referral ProgramsData Warehouse and
Reporting Upgrades * Leverage Investments in Technology
* Value & GrowthInvestment As of December 31, 2019 HBNC SNL Peer$1.0B -
$5.0B Variance Price/Tangible Book Value 179% 157% 22% Price/EPS (Last 12 Months)HBNC EPS LTM $1.33 12.4x 13.9x (1.5)x Price/EPS (Consensus Estimate 2020)HBNC 2020 EPS Consensus Est. $1.71 10.7x 11.1x (0.4)x Dividend Yield
(as of December 31, 2019) 2.5% 1.9% 0.5%
To Enhance the Customer’s ExperienceOnline Account OpeningLive Person Chat and MessagingNew Consumer Loan PlatformTo
Improve Internal Processes and Link SystemsUpgrade Teller PlatformNew Retail Mortgage SystemProcess and Workflow EnhancementsData MiningNew Customer Relationship Management and Referral ProgramsData Warehouse and Reporting Upgrades Leverage
Investments in Technology
Value & GrowthInvestment As of December 31, 2019 HBNC SNL Peer$1.0B -
$5.0B Variance Price/Tangible Book Value 179% 157% 22% Price/EPS (Last 12 Months)HBNC EPS LTM $1.33 12.4x 13.9x (1.5)x Price/EPS (Consensus Estimate 2020)HBNC 2020 EPS Consensus Est. $1.71 10.7x 11.1x (0.4)x Dividend Yield (as of
December 31, 2019) 2.5% 1.9% 0.5%
Horizon Outperforms the Market For Total Shareholder Return(as of December 31, 2019) 30 Horizon
Bancorp, Inc.: 5-Year Total Return Comparison Footnote Index included in Appendix
A NASDAQ Traded Company - Symbol HBNC
Appendix 32
33 Footnote Index Slide 10(1) Based on the daily trading volume for the years ended December 31, 2009
and 2019, respectively.Financial data in millions, except for stock price, as of December 31, 2009 and 2019, respectively. Slide 11(2) Organic CAGR of 6% represents the organic CAGR for the entire commercial loan portfolio over the time period
presented.Slide 12Percent of total commercial real estate loans as of December 31, 2019.The outstanding balances of the commercial loans types presented as of December 31, 2019 are as follows ($’s in thousands):Non-owner Occupied R/E =
$570,749Owner Occupied R/E = $519,429Lessors – 1-4 Family & Multifamily = $281,632Farmland = $67,068Devel. & Spec Land = $48,874Lessors – Student Housing = $53,108Slide 13(3) Core cost of total deposits includes average balances of
non-interest bearing deposits. (See further in the Appendix for a reconciliation of these non-GAAP amounts to their GAAP counterparts.)Slide 14Core net interest margin excludes prepayment penalties on borrowings and acquisition-related purchase
accounting adjustments. Core cost of funds includes average balances of non-interest bearing deposits and excludes prepayment penalties on borrowings. (See further in the Appendix for a reconciliation of these non-GAAP amounts to their GAAP
counterparts.)Slide 15(4) Core net income and core diluted EPS exclude one-time merger expenses, (gain)/loss on sale of securities, death benefit of bank owned life insurance, prepayment penalties on borrowings, gain on the remeasurement of
equity interest in Lafayette Community Bancorp and tax reform bill impact, net of tax. (See further in the Appendix for a reconciliation of these non-GAAP amounts to their GAAP counterparts.)
34 Footnote Index Slide 16(5) Mortgage Revenue is defined as interest and fee income from mortgage
warehouse loans plus gain on sale of mortgage loans.Slide 17(6) Adjusted efficiency ratio excludes prepayment penalties on borrowings, (gain)/loss on sale of securities, death benefit on bank owned life insurance and gain on the remeasurement of
equity interest in Lafayette Community Bancorp. (See further in the Appendix for a reconciliation of these non-GAAP amounts to their GAAP counterparts.)Slide 22(7) All Key Markets are MSAs, except for Northwest Indiana which consists of Lake and
Porter Counties.(8) Deposit Market Share as of June 30, 2019.(9) Large Institutions defined as total assets greater than or equal to $10.0 billion at June 30, 2019.Slide 23(10) Columbus location closed February 2018.Slide 24Core diluted EPS
exclude one-time merger expenses, (gain)/loss on sale of securities, death benefit on bank owned life insurance, prepayment penalties on borrowings, gain on the remeasurement of equity interest in Lafayette Community Bancorp and tax reform bill
impact, net of tax. (See further in the Appendix for a reconciliation of these non-GAAP amounts to their GAAP counterparts.)Slide 26(11) Indiana and Michigan commercial banks, savings banks and savings & loan institutions as of December 31st
of each respective year.At December 31, 2019, commercial banks, savings banks and savings & loan institutions totaled 420 and 178 in Illinois and Ohio, respectively. Horizon estimates eight opportunities per year in Illinois and five
opportunities per year in Ohio.
35 Footnote Index Slide 30As of December 31, 2019. SNL U.S. Bank includes all Major Exchange Banks in
SNL’s coverage universe.Slides 36-40Use of Non-GAAP Financial MeasuresCertain information set forth in the presentation materials refers to financial measures determined by methods other than in accordance with GAAP. Horizon believes these
non-GAAP financial measures are helpful to investors and provide a greater understanding of our business without giving effect to purchase accounting impacts and one-time acquisition and other non-recurring costs and non-core items. 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.
36 Footnote Index
37 Footnote Index
38 Footnote Index
39 Footnote Index
40 Footnote Index