<PAGE> 1
As filed with the Securities and Exchange Commission on October 15, 1998.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
-------------------------
(Mark One): /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
-------------------------
COMMISSION FILE NO. 0-24759
HEARTLAND WISCONSIN CORP.
(Exact name of small business issuer as specified in its charter)
WISCONSIN 39-1830531
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6635 SOUTH 13TH STREET
MILWAUKEE, WISCONSIN 53221
(Address of principal executive offices) (Zip Code)
(414) 764-9200
(Issuer's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)
-------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes / / No /X/
As of September 30, 1998, 415,500 shares of the small business issuer's common
stock, par value $0.0001 per share, were outstanding.
================================================================================
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HEARTLAND WISCONSIN CORP.
Balance Sheets
<TABLE>
<CAPTION>
August 31, February 28,
1998 1998
(Unaudited)
-----------------------
<S> <C> <C>
Assets:
Cash $ 38,715 $ 36,907
Cash held in escrow -- 18,055
Finance receivables 2,449,730 1,731,692
Receivable from Giuffre Bros. Cranes, Inc. 85,031 58,315
Deferred finance costs- net 57,616 50,303
-----------------------
Total assets $2,631,092 $1,895,272
=======================
Liabilities:
Senior notes payable- bank $1,449,619 $ 798,909
Notes payable 757,452 767,452
Accounts payable 79,907 3,600
Accrued income taxes 44,000 18,000
Accrued liabilities 10,292 9,121
Deferred processing fees 18,383 --
-----------------------
Total liabilities 2,359,653 1,597,082
-----------------------
Shareholders' equity:
Common stock, $ .0001 par value, 20,000,000 shares
authorized, 400,000 shares issued and outstanding 40 40
Paid-in-capital 200,728 271,960
Retained earnings (deficit) 70,671 26,190
-----------------------
Total shareholders' equity 271,439 298,190
-----------------------
Total liabilities and shareholders' equity $2,631,092 $1,895,272
=======================
</TABLE>
The accompanying notes are an integral part
of the financial statements.
<PAGE> 3
HEARTLAND WISCONSIN CORP.
Statements of Income and Retained Earnings (Deficit)
<TABLE>
<CAPTION>
Six Months Ended Years Ended
August 31, August 31, February 28, February 28,
1998 1997 1998 1997
(Unaudited) (Unaudited)
----------------------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Interest income $ 153,160 $ 55,012 $ 168,164 $ 17,048
Commission income from third party financings 59,421 -- 93,170 --
Rental equipment sales -- -- -- 506,203
Rental income -- -- -- 213,803
Processing fees 1,420 2,105 12,530 --
Other income 6,153 131 5,187 --
-------------------------------------------------
Total revenue 220,154 57,248 279,051 737,054
-------------------------------------------------
Expenses:
Cost of equipment sold -- -- -- 407,553
Interest expense 84,921 42,638 109,040 94,582
Amortization of finance costs 15,591 12,467 27,924 86,872
Depreciation -- -- -- 139,922
Commission expense 23,218 3,182 52,054 --
Administrative expense reimbursement 6,000 6,000 12,000 --
Legal and accounting 15,423 221 6,721 4,025
Escrow fees and bank charges 30 1,500 3,028 1,650
Other 4,489 20 1,706 231
-------------------------------------------------
Total expenses 149,673 66,028 212,473 734,835
-------------------------------------------------
Income (loss) before taxes 70,481 (8,780) 66,578 2,219
Provision for income taxes 26,000 -- 18,000 --
-------------------------------------------------
Net income (loss) 44,481 (8,780) 48,578 2,219
Retained earnings (deficit), beginning of period 26,190 (22,388) (22,388) (24,607)
-------------------------------------------------
Retained earnings (deficit), end of period $ 70,671 $ (31,168) $ 26,190 $ (22,388)
=================================================
Basic earnings (loss) per common share $ 0.11 $ (0.02) $ 0.12 $ 0.01
=================================================
Weighted average common shares outstanding 400,000 400,000 400,000 400,000
===============================================
</TABLE>
The accompanying notes are an integral part
of the financial statements.
<PAGE> 4
HEARTLAND WISCONSIN CORP.
Statements of Cash Flows
<TABLE>
<CAPTION>
Six Months Ended Years Ended
August 31 August 31 February 28, February 28,
1998 1997 1998 1997
(Unaudited) (Unaudited)
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 44,481 $ (8,780) $ 48,578 $ 2,218
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation -- -- -- 139,922
Amortization of loan fees 15,591 12,467 27,924 86,872
Amortization of deferred processing fees (1,421) -- -- --
Gain on sale of equipment -- -- -- (98,650)
(Increase) in accrued interest receivable (1,841) (29,560) (19,040) (4,257)
Increase in accounts payable 76,307 -- -- --
Provision for income taxes 26,000 -- 18,000 --
Increase (decrease) in accrued liabilities 1,172 (73) 9,839 960
--------------------------------------------------------
Net cash provided by operating activities 160,289 (25,946) 85,301 127,065
--------------------------------------------------------
Cash flows from investing activities:
Investments in notes and direct financing leases (1,202,689) (820,948) (1,541,861) (491,115)
Payments received on notes and leases 486,492 99,864 325,359 10,198
Processing fees deferred 19,804 -- -- --
Equipment purchased -- -- -- (675,586)
Net proceeds from equipment sold -- 773,000 773,000 454,824
--------------------------------------------------------
Net cash used in investing activities (696,393) 51,916 (443,502) (701,679)
--------------------------------------------------------
Cash flows from financing activities:
Net bank borrowings- senior notes 954,094 410,524 867,280 --
Net borrowings from investors -- 467,452 490,452 277,000
Repayments of senior notes (303,384) (20,701) (68,370) --
Repayments of investor notes (10,000) (750,000) (750,000) --
Finance costs deferred (22,905) (49,170) (46,990) (36,162)
(Increase) decrease in proceeds held in escrow 18,055 2,248 (14,307) (3,748)
(Increase) decrease in related party balances (26,716) (79,530) (102,622) 83,142
Issuance costs (77,232) -- -- --
Proceeds from sale of common stock
and contribution of additional paid-in-capital 6,000 6,000 12,000 250,000
--------------------------------------------------------
Net cash provided from financing activities 537,912 (13,177) 387,443 570,232
--------------------------------------------------------
Net increase (decrease) in cash 1,808 12,793 29,242 (4,383)
Cash balances at the beginning of period 36,907 7,665 7,665 12,048
--------------------------------------------------------
Cash balances at the end of period $ 38,715 $ 20,458 $ 36,907 $ 7,665
=========================================================
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 66,225 $ 39,754 $ 88,373 $ 93,693
=========================================================
Income taxes $ -- $ -- $ -- $ --
=========================================================
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 5
HEARTLAND WISCONSIN CORP.
Notes to Financial Statements
NOTE 1 - ORGANIZATION AND BUSINESS
Heartland Wisconsin Corp. was incorporated in the State of Wisconsin in August,
1995. The Company's shareholders are also shareholders of Giuffre Bros. Cranes
Inc., which manages the operations of the Company under the terms of a
Management Agreement. Giuffre Bros. Cranes, Inc. and an affiliate, Giuffre West,
Inc. are crane distributors, who sell, service and rent truck mounted crane
units nationally.
Heartland Wisconsin Corp. provides financing primarily to customers of Giuffre
Bros. Cranes, Inc. Financing is provided primarily through direct finance or
sales type leases. During 1998, the Company began receiving commissions from
other finance companies for arranging financing on cranes sold by Giuffre Bros.
Cranes Inc. During 1997, the Company rented, leased, serviced and sold truck
mounted crane units through services provided by Giuffre Bros. Cranes Inc. and
Giuffre West, Inc. These activities were discontinued at the end of 1997 and the
Company intends to focus primarily on financing activities in the future.
NOTE 2 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared by the Company. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. In the opinion of the Company's management, the
disclosures made are adequate to make the information presented not misleading,
and the consolidated financial statements contain all adjustments necessary to
present fairly the financial position as of August 31, 1998, statement of income
and retained earnings for the six months ended August 31, 1998 and 1997 and cash
flows for the six months ended August 31, 1998 and 1997.
The results of operations for the six months ended August 31, 1998 are not
necessarily indicative of the results to be expected for the full year.
NOTE 3 - STOCK SPLIT
On June 22, 1998 the Company declared a 400 for 1 stock split. In this
connection, the par value of the Company's common stock was changed from $0.01
to $0.0001 and the Company's authorized shares were increased to 20,000,000
shares. Paid in capital and basic earnings per share in the accompanying
financial statements have been restated giving retroactive effect to the split.
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company was incorporated in August 1995, primarily to provide financing for
crane sales of Giuffre Bros. Cranes, Inc. (Giuffre Bros.). Giuffre Bros. and
Giuffre West, Inc., an affiliate, are sister corporations of the Company and are
national distributors of Simon truck mounted cranes. Accordingly, Giuffre Bros.
and Giuffre West, Inc. rent, lease, service, and sell truck mounted crane units.
During 1998, the Company also began arranging financing for Giuffre Bros.
customers with third party finance companies and received commission income for
these services.
The Company has only been in business for approximately three years. Since its
inception, the Company's primary objectives have been to establish credit and
sources of financing.
The Company's initial note offering ($750,000 of 10.25% secured notes) was
completed at the end of its 1996 fiscal year. The proceeds from the notes were
used to purchase 17 crane units from Giuffre Bros. during its 1997 and 1996
fiscal years. These notes were secured by a first security interest in crane
units purchased and were nonrecourse as to other assets of the Company. The
notes were due June 30, 1997 and were repaid early on March 20, 1997.
During its 1997 fiscal year, the Company initiated two note offerings. In its
second round financing which was closed in August, 1996, the Company sold
$177,000 of 10.25% asset backed notes. These notes were secured by equipment or
the proceeds from the sale of such equipment. The notes permitted the Company to
subordinate the note holders security interest to senior debt. In August 1996,
the Company undertook its third offering. The Company sold approximately
$590,000 of 10.25% Capital Notes. These notes are unsecured and are general
obligations of the Company. The Capital Notes are also subordinated to the
Company's senior bank debt.
In order to accommodate its lenders, the Company initially purchased cranes from
Giuffre Bros. and held them in inventory. Accordingly, during its 1996 and 1997
fiscal years, the Company rented, leased, serviced and sold cranes. These
functions were actually carried out by Giuffre Bros. under a Management
Agreement with the Company. Giuffre Bros. did not assess or receive any
compensation from Heartland for its services under this Agreement in 1996 or
1997.
As of February 28, 1997, the Company had purchased 17 crane units and sold 8
units which were financed by the Company and held 9 units in inventory. At that
point, the Company discontinued the rental and service of cranes since it was no
longer required to provide a first security interest in the cranes to obtain
financing. Accordingly, in March 1997, the remaining cranes in inventory were
sold back to Giuffre Bros. at net book value.
During its 1998 fiscal year, the Company focused on providing direct lease
financing for cranes sold by Giuffre Bros. In addition, the Company was able to
secure bank financing (the Senior Debt) for up to 60% of its lease contracts at
interest rates ranging from 8.9% to 9.25% lowering its effective cost of funds.
In February 1998, the Company successfully negotiated a new Line of Credit
Agreement with another bank to finance up to 60% of the value of its newly
leased equipment at a fixed rate of 2.75% over the average rate of U. S.
Treasury obligations of similar maturity. Accordingly, during the first quarter
of fiscal 1999, the Company obtained senior debt at rates from 8.24% to 8.59%.
<PAGE> 7
Because of the Company's limited history, and the changes in the manner the
Company has conducted its operations in order to establish satisfactory credit,
the benefit of analysis of prior operations is limited. Moreover, the Company's
results of operations have not established any consistent performance trends.
Because the Company has met its objectives of establishing credit and lowering
its cost of funds, the Company believes that its operations will be more
profitable in the future, however, no assurance can be given that such
improvement will continue to be achieved.
RESULTS OF OPERATIONS
NET REVENUES
Revenue declined from $737,054 in 1997 to $279,051 for the year ended February
28, 1998. The decline in revenues resulted from the change in method of
conducting the Company's operations from maintaining its own inventory of cranes
for sale to primarily providing financing for cranes sold by Giuffre Bros.
Interest income primarily from direct financing and sales - type lease contracts
increased from $17,048 for 1997 to $168,164 for the same period in 1998. During
1998, the Company also began arranging financing for customers of Giuffre Bros.
with third party finance companies. In 1998, the Company received $93,170 in
such commission income as compared to none in 1997.
For the six months ended, August 31, 1998, the Company's revenue increased to
$220,154 as compared to $57,248 in fiscal 1998, reflecting increases in interest
income and third party commissions.
EXPENSES
The Company's expenses decreased from $734,835 in 1997 to $212,473 for 1998. In
1998, the Company discontinued the sale of cranes for its own account and,
therefore, the Company had no cost of equipment sales or depreciation. For 1997,
these costs were $407,553 and $139,922, respectively. Interest expense increased
approximately 15 % for 1998, reflecting a 52 % increase in outstanding
borrowings offset by a lower cost of funds on $799,000 of senior debt borrowings
which replaced a portion of the 10.25% notes outstanding at the end of the prior
year.
Amortization of finance costs decreased from $86,872 in 1997 to $27,924 for 1998
due to lower costs incurred to sell the notes sold in the second and third round
financings and the longer maturity period of the notes. In addition, the initial
round secured notes were repaid prior to maturity and, accordingly, the
unamortized balance of the offering costs related to these notes was charged to
1997 operations.
In 1998, the Company incurred commission costs of $52,054 (none in 1997) related
to arranging financing both on internally financed and third party contracts. Of
these expenses, $37,369 related to commission expense on third party contracts
and $14,685 related to internally financed contracts. Expenses for 1998 also
include a charge of $12,000 which Giuffre Bros. would have been entitled to
receive for reimbursement of administrative expenses it incurred on behalf of
Heartland under the Management Agreement. However, since Giuffre Bros. waived
its right to be reimbursed for these expenses, the Company credited this amount
to contributed capital. No charges for administrative expenses were made to
Heartland in 1997.
For the six months ended, August 31, 1998, expenses increased to $149,673 as
compared to $66,028 for the six months ended August 31, 1997. Interest expense
increased approximately fifty percent reflecting increased debt obligations to
finance lease investments. Commission expense was $23,218 in the six months
ended, August 31, 1998 as compared to $3,182 in the six months ended, August 31,
1997 reflecting the initiation of this activity in the second half of fiscal
1998.
<PAGE> 8
PROFITABILITY
During 1997, the Company was able to achieve essentially break-even operations
with nominal net income $2,219 ($0.01 per share). For 1998, the Company's income
before taxes was $66,578 versus nominal pretax income of $2,219 for the same
period in 1997.
It should be noted that 1997 operations included the benefit of sales and
rentals of equipment which functions were discontinued in 1998. During 1997,
these discontinued functions contributed profits of $172,461 before considering
interest and loan fee amortization costs of $181,454 which essentially incurred
to carry crane inventories. Accordingly, 1998 and 1997 operations are not
comparable.
The improvement in 1998 operations primarily reflects the Company's success in
lowering its cost of capital, the growth in its financing portfolio and its
ability to initiate financing arrangements with third party financing sources.
The average interest rate on borrowings was 10.25% in 1997, not including
amortized finance costs. During 1998, the Company obtained financing from a
bank at rates from 8.9% to 9.25%, resulting in a blended cost of funds of
10.03% for the year. The Company's finance contracts are at rates from 11.5% to
16.66%.
The Company had no provision for income taxes in 1997 and had loss carryforwards
of approximately $147,000 available at February 28, 1997 to offset federal
taxable income in future years. In 1998, the Company provided $18,000 for
federal and state income tax expense which includes the benefit of the tax basis
net operating loss carryforward .
For the six months ended, August 31, 1997, the Company realized a loss of $8,780
and realized income before taxes of $70,481 for the six months ended, August 31,
1998. The improvement reflects growth in the Company's lease portfolio, lower
cost of funds due to an increase in Senior Debt, lower amortization of finance
fees and a spread of $36,203 between the Company's commission income as compared
to its commission expenses incurred.
Net income for the for the six months ended, August 31, 1997 increased from a
loss of $8,780 or $0.02 per share, to net income of $44,481 or $0.11 per share
for the six months ended, August 31, 1998.
LIQUIDITY AND CAPITAL RESOURCES
In 1997, the Company sold $177,000 of notes in its second offering and $100,000
of capital notes in its third offering. During 1998, the company sold $590,452
of additional capital notes. In addition, during 1998, the Company secured
senior bank financing of $798,909.
The Company's investor notes mature in 1999 whereas its bank debt is amortizing
over four to five years. The Company had investments in finance and sales type
lease contracts of $496,150 at February 28, 1997 and $1,731,692 at February 28,
1998. In 1998, the Company closed $1,541,861 in new finance contracts as
compared to $491,115 in 1997.
The Company's finance contracts generally range from 36 to 60 months. In order
to maintain its investment in its lease contracts and make new investments in
additional lease contracts, the Company will need to obtain additional
financing. Accordingly, the Company has undertaken to sell common stock offered
hereby.
At February 28, 1998 and at August 31, 1998, none of the Company's investments
in finance and lease contracts had outstanding payments due that were more than
120 days past due. The Company has never
<PAGE> 9
incurred a loss or write-off with respect to its contracts and no reserve for
potential uncollectable amounts has been deemed necessary by management. The
Company's finance contracts have been outstanding a relatively short period and
there can be no assurance that the Company will be able to maintain its
excellent collection results in the future. In May 1998 and in June 1998, the
Company repossessed two units respectively, and sold the units. Proceeds from
these sales covered the Company's net investment in the lease in full including
all accrued interest owed and its costs to sell the units.
For fiscal 1998, cash provided from operations declined to $85,301 as compared
to $127,065 in fiscal 1997, primarily due to lower non-cash expenses in 1998,
due to the elimination of depreciation on crane inventories and lower
amortization of loan fees (as described above).
For the six months ended, August 31, 1998, cash provided from operations
increased to $160,289 of positive cash flow, following a deficit of $25,946 for
the same period of fiscal 1998, due to the increase in the Company's net income,
increase in accounts payable of $76,307 and noncash provision for the income tax
liability of $26,000 and amortization of loan fees of $15,591.
The Company's investments in leases increased from $1,202,689 in the second
quarter of fiscal 1999 as compared to $820,948 for the prior quarter. These
investments were financed through an increase in lease repayments of $486,492
and a net increase of $650,710 in Senior Debt obligations.
YEAR 2000
The Company has made an initial evaluation and does not believe it will be
significantly impacted by year 2000 compliance problems. The Company uses
software packages recently acquired that are year 2000 compliant. The majority
of the Company's lessees are small companies which do not have a significant
reliance on computer software in the conduct of their businesses.
<PAGE> 10
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-k
No reports on Form 8-K were filed during the quarter for which this
report is filed.
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.
HEARTLAND WISCONSIN CORP.
Dated: October 14, 1998 By: /s/ SCOTT A. BLAIR
-------------------------------------
Scott A. Blair, President
(Principal Executive Officer)
Dated: October 14, 1998 By: /s/ FRANK P. GIUFFRE
-------------------------------------
Frank P. Giuffre, Treasurer
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> CT
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS YEAR YEAR
<FISCAL-YEAR-END> FEB-28-1998 FEB-28-1997 FEB-28-1998 FEB-28-1997
<PERIOD-START> MAR-01-1998 MAR-01-1997 MAR-01-1998 MAR-01-1997
<PERIOD-END> AUG-31-1998 AUG-31-1997 FEB-28-1998 FEB-28-1997
<TOTAL-ASSETS> 0 0 0 0
0 0 0 0
0 0 0 0
<COMMON> 40 40 40 40
<OTHER-SE> 200,728 200,728 200,728 200,728
<TOTAL-LIABILITY-AND-EQUITY> 2,631,092 2,631,092 2,631,092 2,631,092
<TOTAL-REVENUES> 220,154 57,248 279,051 737,054
<INCOME-TAX> 26,000 0 18,000 0
<INCOME-CONTINUING> 70,481 (8,780) 66,578 2,219
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 44,481 (8,780) 48,578 2,219
<EPS-PRIMARY> 0.11 (0.02) 0.12 0.01
<EPS-DILUTED> 0.11 (0.02) 0.12 0.01
</TABLE>
