10QSB 1 horizonthird.htm HORIZON 3RD QUARTER 2003 SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________

FORM 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003
Commission File No. 333-71773

HORIZON BANCORPORATION, INC.
(Exact name of small business issuer as specified in its charter)

Florida
(State of Incorporation)

65-0840565
(I.R.S. Employer Identification No.)


900 53rd Avenue East, Bradenton, Florida 34203
(Address of Principal Executive Offices)

(941) 753-2265
(Issuer's Telephone Number, Including Area Code)

Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Check whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No ___

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date.

Common stock, par value $.01 per share, 1,493,448 shares issued and outstanding as of November 10, 2002.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Horizon Bancorporation, Inc.
Bradenton, Florida
Balance Sheets

ASSETS

(Unaudited)
September 30,
2003

(Unaudited)
December 31,
2002

Cash and due from banks
Federal funds sold
Total cash and cash equivalents

$3,709,885
________0
3,709,885

$1,832,187
_2,757,000
4,589,187

Securities:

 

 

Securities available for sale, at fair value
Loans, net
Property and equipment, net
Other assets
Total Assets

10,144,234
67,269,066
1,785,208
_1,056,880
$83,965,273

9,958,547
55,908,210
1,843,293
__772,713
$73,071,950

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Non-interest bearing deposits
Interest bearing deposits
Total deposits
Borrowings
Other liabilities
Total Liabilities

$6,896,621
69,095,811
75,992,432
1,463,190
___116,336
$77,571,958

$5,978,433
62,283,753
68,262,186
439,898
108,623
$68,810,707

Commitments and contingencies

 

 

Stockholders' Equity:
Common stock, $.01 par value, 25,000,000 shares authorized, 1,493,448 and 1,147,410 shares issued and outstanding at September 30, 2003 and December 31, 2002, respectively

$14,934

$11,474

Paid-in-capital

8,039,148

5,999,596

Retained (deficit)

(1,591,089)

(1,782,633)

Accumulated other comprehensive income

___(69,678)

32,806

Total Stockholders' Equity

_6,393,315

4,261,243

Total Liabilities and Stockholders' Equity

$83,965,273

$73,071,950

 

Refer to notes to the consolidated financial statements.

Horizon Bancorporation, Inc.
Bradenton, Florida
Consolidated Statements of Operations (Unaudited)

 

For the three months
ended September 30,

 

2003

2002

Interest and fees on loans and investments

$1,229,452

$1,178,127

Interest expense

464,814

515,328

Net interest income

$764,638

$662,799

Provision for loan losses

113,756

61,000

Net interest income after provision for loan losses

$650,882

$601,799

Other income:

 

 

Service fees on deposit accounts

$56,081

$44,982

Gain or sale of assets

85,439

3,062

Gain (loss) on settlement of securities

12,155

- -

Other income

7,360

9,897

Total other income

$161,035

$57,941

Operating expenses:
Salaries and wages
Employee benefits
Depreciation and amortization
Legal and professional
Insurance expense
Rent
Regulatory assessments
Data Processing
Advertising & promotional
Miscellaneous other expenses

$258,708
73,542
45,671
20,509
9,691
25,306
10,968
66,101
17,877
_116,177

$227,963
61,295
59,534
16,999
14,561
24,454
5,611
55,951
12,508
___109,057

Total operating expenses

$644,550

$587,933

Net income (loss) before taxes

$167,367

$71,807

Income taxes

- -

- -

Net (loss)

$167,367

71,807

Basic (loss) per share

$.13

$.06

Diluted (loss) per share

$.12

$.06

Refer to notes to the consolidated financial statements.

Horizon Bancorporation, Inc.
Bradenton, Florida
Consolidated Statements of Operations (Unaudited)

 

For the nine months
ended September 30,

 

2003

2002

Interest and fees on loans and investments

$3,564,449

$3,282,423

Interest expense

1,402,400

1,496,611

Net interest income

$2,162,049

$1,785,812

Provision for loan losses

216,081

174,545

Net interest income after provision for loan losses

$1,945,968

$1,611,267

Other income:

 

 

Service fees on deposit accounts
Gain on sale of assets
Gain on settlement of securities
Other income

$145,719
85,439
(7,097)
37,233

$120,682
9,873
3,062
37,974

Total other income

$261,294

$171,591

Operating expenses:
Salaries and wages
Employee benefits
Depreciation and amortization
Legal and professional
Insurance expense
Rent
Regulatory assessments
Data processing
Advertising and promotional
Miscellaneous other expenses


$769,699
214,434
136,821
126,756
35,710
75,181
47,141
199,191
47,738
363,047


$702,288
181,194
172,522
70,568
33,369
72,812
24,018
167,702
38,010
289,247

Total operating expenses

$2,015,718

$1,751,730

Net income (loss) before taxes

$191,544

$31,128

Income taxes

- -

- -

Net income (loss)

$191,544

$31,128

Basic income (loss) per share

$.16

$.03

Diluted income (loss) per share

$.15

$.03

Refer to notes to the consolidated financial statements.

Horizon Bancorporation, Inc.
Bradenton, Florida
Consolidated Statements of Cash Flows (Unaudited)

 

For the nine months
ended September 30,

 

2003

2002

Cash flows used by operating activities

 

$253,029

Cash flows from investing activities:

 

 

Available for sale securities:

 

 

Sale of securities

$ - -

$492,500

Purchases

(4,327,708)

(2,071,864)

Maturities and pay downs

3,961,523

3,536,640

(Increase) in loans, net

(11,576,937)

(16,735,931)

Purchase of fixed assets

(88,807)

(43,512)

Net cash used by investing activities

$(12,031,830)

$(14,822,167)

Cash flows from financing activities:

 

 

Increase in deposits
Increase in borrowings
Proceeds from sale of
346,038 shares of common stock
Exercise of stock options

$7,730,246
1,023,292

2,043,012
_______- -

$17,636,644
31,228

- -
7,331

Net cash flows provided by financing activities

$10,796,550

$17,675,203

Net (decrease) in cash and cash equivalents

$(879,302)

$3,106,065

Cash and cash equivalents at beginning of period

4,589,187

1,556,213

Cash and cash equivalents at end of period

$3,709,885

$4,662,278

Refer to notes to the consolidated financial statements.

 

Horizon Bancorporation, Inc.
Bradenton, Florida
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
for the nine-month periods ended September 30, 2002 and 2003

 

Common Stock

Paid in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income

 

 

Shares

Par Value

Total

Balance, December 31, 2001

1,146,077

$11,461

$5,992,278

$(1,906,244)

$(35,626)

$4,061,869

Exercise of stock options

1,333

13

7,318

- -

- -

7,331

Comprehensive Income:
Net income,
nine-month period
ended September 30, 2002

- -

- -

- -

31,128

- -

31,128

Net unrealized gains on securities, nine-month period ended September 30, 2002
Total comprehensive income

- -
- -

- -
- -

- -
- -


- -
31,128

114,795
114,795

114,795
145,923

Balance,
September 30, 2002

1,147,410

$ 11,474

$5,999,596

$(1,875,116)

$79,169

$4,215,123

---------------------------------------------------

 

 

 

 

 

 

Balance, December 31, 2002

1,147,410

$11,474

$5,999,596

$(1,782,633)

$32,806

$4,261,243

Issuance of 246,038 shares through rights offering, net of selling expenses

246,038

2,460

1,440,552

- -

- -

1,443,012

Issuance of 100,000 shares through private placement, net of selling expenses

100,000

1,000

599,000

- -

- -

600,000

Comprehensive Income:
Net income, nine-month period ended September 30, 2003

- -

- -

- -

191,544

- -

191,544

Net unrealized loss on securities, nine-month period ended September 30, 2003
Total comprehensive income/(loss)

- -
- -

- -
- -

- -
- -


- -
191,544

(102,484)
(102,484)

(102,484)
88,960

Balance, September 30, 2003

1,493,448

$ 14,934

$8,039,148

$(1,591,089)

$(69,678)

$6,393,315

 

 

Refer to notes to the consolidated financial statements.

 

Horizon Bancorporation, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2003

Note 1 - Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine-month periods ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. These statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in Form 10-KSB for the year ended December 31, 2002.

Note 2 - Summary of Organization

Horizon Bancorporation, Inc., Bradenton, Florida (the "Company") is a one-bank holding company with respect to Horizon Bank, Bradenton, Florida (the "Bank"). The Company commenced banking operations on October 25, 1999 when the Bank opened for business. The Bank is primarily engaged in the business of obtaining deposits and providing commercial, consumer and real estate loans to the general public. The Bank's depositors are each insured up to $100,000 by the Federal Deposit Insurance Corporation (the "FDIC"), subject to certain limitations imposed by the FDIC.

The Company is authorized to issue up to 25.0 million shares of its $.01 par value per share common stock. Each share is entitled to one vote and shareholders have no preemptive or conversion rights. As of September 30, 2003, and December 31, 2002, there were 1,493,448 and 1,147,410 shares of the Company's common stock issued and outstanding, respectively. Additionally, the Company has authorized the issuance of up to 1.0 million shares of its $.01 par value per share preferred stock. The Company's Board of Directors may, without further action by the shareholders, direct the issuance of preferred stock for any proper corporate purpose with preferences, voting powers, conversion rights, qualifications, special or relative rights and privileges which could adversely affect the voting power or other rights of shareholders of common stock. As of September 30, 2003 and December 31, 2002, there were no shares of the Company's preferred stock issued or outstanding.

Note 3 - Recent Accounting Pronouncements

In December 2001, the American Institute of Certified Public Accountants issued Statement of Position ("SOP") 01-6, "Accounting by Certain Entities (Including Entities With Trade Receivables) That Lend to or Finance the Activities of Others." SOP 01-6 reconciles the specialized accounting and financial reporting guidance in the existing Banks and Savings Institutions Guide, Audits of Credit Unions Guide, and Audits of Finance Companies Guide. The SOP eliminates differences in accounting and disclosure established by the respective guides and carries forward accounting guidance for transactions determined to be unique to certain financial institutions. Adoption of this pronouncement has not had a material impact on the Company's results of operations or financial position.

In October 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 147, "Acquisitions of Certain Financial Institutions," which addresses accounting for the acquisition of certain financial institutions. The provisions of SFAS No. 147 rescind the specialized accounting guidance in paragraph 5 of SFAS No. 72 and require unidentifiable intangible assets to be reclassified to goodwill if certain criteria are met. Financial institutions meeting the conditions outlined in SFAS No. 147 will be required to restate previously issued financial statements after September 30, 2002. The adoption of SFAS No. 147 has had no material impact on the Company's results of operations or financial position.

In December 2002, FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," which amended SFAS No. 123, "Accounting for Stock-Based Compensation" to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based compensation. In addition, this statement amended the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the chosen method on reporting results. The provisions of SFAS No. 148 are effective for annual periods ending December 15, 2002, and for interim periods beginning after December 15, 2002.

In November 2002, FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." It addresses the accounting for the stand-ready obligation under guarantees. A guarantor is required to recognize a liability with respect to its stand-ready obligation under the guarantee even if the probability of future payments under the guarantee is remote. The initial liability will be measured as the fair value of the stand-ready obligation. Additionally, the Interpretation addresses the disclosure requirements for guarantees including the nature and terms of the guarantees, maximum potential for future amounts and the carrying amount of the liabilities. The disclosure requirements are effective for interim and annual financial statements ending after December 15, 2002. The initial recognition and measurement provisions are effective for all guarantees within the scope of Interpretation 45 issued or modified after December 31, 2002. Commercial letters of credit and other loan commitments, which are commonly thought of as guarantees of funds were not included in the scope of interpretation. The Bank has made relevant disclosures in the current year financial statements. The Bank does not expect the adoption of Interpretation No. 45 to have a material impact on its financials.

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Total assets increased by $10.9 million, to $84.0 million during the nine-month period ended September 30, 2003. More specifically, cash and cash equivalents decreased by $.9 million, to $3.7 million; securities increased by $.1 million, to $10.1 million; loans increased by $11.4 million, to $67.3 million; and other assets increased by $.3 million, to $1.1 million. To fund the $10.9 million increase in assets, customer deposits were increased by $7.8 million, to $76.0 million, borrowings and other liabilities increased by $1.0 million, to $1.6 million, and capital accounts increased by $2.1 million, to $6.4 million.

Liquidity and Sources of Capital

Liquidity is the Company's ability to meet all deposit withdrawals immediately, while also providing for the credit needs of customers. The September 30, 2003 financial statements evidence a satisfactory liquidity position as total cash and cash equivalents amounted to $3.7 million, representing 4.4% of total assets. Investment securities, which amounted to $10.1 million or 12.1% of total assets, provide a secondary source of liquidity because they can be converted into cash in a timely manner. The Bank is a member of the Federal Reserve System and maintains relationships with several correspondent banks and, thus, could obtain funds from these banks on short notice. The Company's management closely monitors and maintains appropriate levels of interest earning assets and interest bearing liabilities, so that maturities of assets can provide adequate funds to meet customer withdrawals and loan demand. The Company knows of no trends, demands, commitments, events or uncertainties that will result in or are reasonably likely to result in its liquidity increasing or decreasing in any material way. The Bank maintains an adequate level of capitalization as measured by the following capital ratios and the respective minimum capital requirements by the Bank's primary regulators.

 

Bank's
September 30, 2003

Minimum Regulatory
Requirement

Leverage ratio
Risk weighted ratio

7.2%
10.1%

4.0%
8.0%

With respect to the leverage ratio, the regulators expect a minimum of 5.0% to 6.0% ratio for banks that are not rated CAMELS 1. The Bank's leverage ratio of 7.2% and risk weighted ratio of 10.1% are above the required minimum. It is noted that during calendar year 2003 (year-to-date) the Company injected $1.0 million into the Bank's capital accounts.

Results of Operations

For the three-month period ended September 30, 2003, net income amounted to $167,367, or $.12 per diluted share. By comparison, net income for the three-month period ended September 30, 2002 amounted to $71,807, or $.06 per diluted share. The reasons for the improvement in the results for the three-month period ended September 30, 2003 when compared to the three-month period ended September 30, 2002 are as follows:

  1. Net interest income increased from $662,799 for the three-month period ended September 30, 2002 to $764,638 for the three-month period ended September 30, 2003. This increase is due to both higher average earning assets and a higher net interest yield.

  2. Non-interest income for the three-month period ended September 30, 2003 was $161,035, an amount significantly higher than the $57,941 obtained during the three-month period ended September 30, 2002. While the increase is due to higher transactional volume and higher fees, the majority of the increase, or $82,377, is due to the gain on the sale of assets.

  3. Non-interest expense increased from $587,933 for the three-month period ended September 30, 2002 to $644,550 for the three-month period ended September 30, 2003. Despite this $56,617 increase in operating expense, non-interest expense as a percent of average assets declined from 3.65% to 3.28%, suggesting improved efficiencies.

Net income for the nine-month period ended September 30, 2003 amounted to $191,544, or $.15 per diluted share. For the nine-month period ended September 30, 2002, net income amounted to $31,128, or $.03 per diluted share. Below is a brief discussion concerning the Company's operational results for the nine-month period ended September 30, 2003, as compared to the nine-month period ended September 30, 2002.

a. Interest income, which represents interest received on interest earning assets, increased from $3,282,423 for the nine-month period ended September 30, 2002 to $3,564,449 for the nine-month period ended September 30, 2003, an increase of $282,026. The cost of funds, which represents interest paid on deposits and borrowings, decreased, from $1,496,611 for the nine-month period ended September 30, 2002 to $1,402,400 for the nine-month period ended September 30, 2003, a decrease of $94,211. The increase in interest income coupled with a reduction in the cost of funds resulted in an increase in the net interest income form $1,785,812 for the nine-month period ended September 30, 2002 to $2,162,049 for the nine-month period ended September 30, 2003; this represents an increase of $376,237, or 21.1%.

Net interest yield, defined as net interest income divided by average interest earning assets, increased from 3.89% during the nine-month period ended September 30, 2002 to 3.96% for the nine-month period ended September 30, 2003. Below is pertinent information concerning the yield on earning assets and the cost of funds for the nine-month period ended September 30, 2003.

 

(Dollars in '000s)

Description

Avg. Assets/
Liabilities

Interest
Income/Expense

Yield/
Cost

Federal funds

$ 1,415

$ 12

1.13%

Securities

9,357

303

4.32%

Loans

62,038

3,249

6.98%

Total

$72,810

$3,564

6.53%

Borrowings

$ 381

$ 15

5.25%

Transactional accounts

17,120

144

1.12%

Savings

4,382

45

1.37%

CD's

43,610

1,198

3.66%

Total

$65,493

$1,402

2.85%

Net interest income

 

$2,162

 

Net yield on earning assets

 

3.96%

b. For the nine-month period ended September 30, 2003, non-interest income amounted to $261,294, or .44% of average assets. By comparison, non interest income for the nine-month period ended September 30, 2002 amounted to $171,591, or .34% of average assets. The majority of the increase (on a monetary basis) was caused by gains on sale of assets and by the increase in transactional volume.

c. For the nine-month period ended September 30, 2003, non-interest expense amounted to $2,015,718, or 3.42% of average assets. By comparison, for the nine-month period ended September 30, 2002, non interest expense amounted to $1,751,730, or 3.48% of average assets. This decrease (on a percentage basis) is primarily due to the improvement in operational efficiencies.

During the nine-month period ended September 30, 2003, the allowance for loan losses increased by $130,000, to $635,000. The allowance for loan losses as a percentage of gross loans increased from .90% at December 31, 2002 to .94% at September 30, 2003. Management considers the allowance for loan losses to be adequate and sufficient to absorb possible future losses; however, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional provisions to the allowance will not be required.

The Company is not aware of any current recommendation by the regulatory authorities which, if it was to be implemented, would have a material effect on the Company's liquidity, capital resources, or results of operations.

The Company cautions readers of this report that such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Although the Company's management believes that their expectations of future performance are based on reasonable assumptions within the bounds of their knowledge of their business and operations, there can be no assurance that actual results will not differ materially from their expectations.

 

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

 

There are no material pending legal proceedings to which the Company or the Bank is a party or of which any of their property is the subject.

Item 2.

Changes in Securities.

(a)

Securities sold:

 

(i)

Date: August 12, 2003,

 

(ii)

Title of Securities: common stock and warrants to purchase common stock,

 

(iii)

Amount: 100,000 shares of common stock and warrants to purchase 50,000 shares of common stock at $7.00 per share.

(b)

Underwriters and other purchasers: John Falkner.

(c)

Consideration: $600,000.

(d)

Exemption from registration claimed: This transaction was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 thereunder, as a sale to an accredited investor not involving a general solicitation. The purchaser was well known to officers and directors of the Company, had a net worth or annual income sufficient to qualify as an accredited investor and, in addition, was experienced in financial and business matters.

Item 3.

Defaults Upon Senior Securities.

 

None.

Item 4.

Submission of Matters to a Vote of Security Holders.

 

None.

Item 5.

Other Information.

 

On September 17, 2003. the directors elected Mary Ann P. Turner Chairman of the Board, to serve until the first regularly scheduled Board of Directors meeting in March 2006.

 

Item 6.

Exhibits and Reports on Form 8-K.

 

A. Exhibits:

 

31.1 - Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2 - Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1 - Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2 - Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

 

B. Reports on Form 8-K: There were no reports on Form 8-K filed during the quarter ended September 30, 2003.

 

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 BANCORPORATION, INC.
(Registrant)

By: /S/ Charles S. Conoley
Charles S. Conoley
President and Chief Executive Officer
(Principal Executive Officer)

 

By: /S/ James J. Bazata
 James J. Bazata
Senior Vice President and Chief
Financial Officer (Principal Financial
and Accounting Officer)

Date: November 13, 2003