HEARTLAND BANCSHARES INC /IN/
10QSB, 1999-05-11
STATE COMMERCIAL BANKS
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                                   FORM 10-QSB

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended:  March 31, 1999

  [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transaction period from            to       .

                        Commission file number: 333-32245

                           Heartland Bancshares, Inc.
        (Exact name of small business issuer as specified in its charter)

            Indiana                                 35-2017085
(State or other jurisdiction of       (I.R.S. Employer Identification Number)
incorporation or organization)

         420 North Morton Street, P.O. Box 469, Franklin, Indiana 46131
                    (Address of principal executive offices)

                                  (317)738-3915
                         (Registrant's telephone number)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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 the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

As of May 11,  1999,  the latest  practicable  date,  1,265,000  shares of the
Registrant's Common Stock, no par value, were issued and outstanding.

Transitional Small Business Disclosure Format    Yes         No  X

<PAGE>


                           HEARTLAND BANCSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS
                      March 31, 1999 and December 31, 1998
                    (Amounts in thousands, except share data)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                  March 31, December 31,
                                                    1999        1998
                                                    ----        ----
<S>                                               <C>         <C>    
ASSETS
Cash and due from banks                           $   413     $   403
Interest bearing deposits in other banks              950       1,560
Federal funds sold                                    350       1,200
                                                  -------     -------
      Total cash and cash equivalents               1,713       3,163

Securities available-for-sale, at market           11,663      10,457
Loans                                              61,089      49,442
Allowance for loan losses                            (916)       (742)
                                                  -------     -------
      Loans, net                                   60,173      48,700
Premises, furniture and equipment, net              1,699       1,707
Accrued interest receivable and other assets          680         633
                                                  -------     -------
                                                  $75,928     $64,660
                                                  =======     =======


LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
   Noninterest-bearing deposits                   $ 4,885     $ 4,341
   Interest-bearing demand and savings deposits    16,202      13,397
   Interest-bearing time deposits                  42,973      35,016
      Total deposits                               64,060      52,754
   Short-term borrowings                              524         740
   Accrued interest payable and other liabilities     383         250
                                                   64,967      53,744

Shareholders' equity
   Common stock, no par value:  10,000,000 shares
     authorized; 1,265,000 shares issued and
       outstanding                                  1,265       1,265
   Additional paid-in capital                      10,466      10,466
   Accumulated deficit                               (741)       (868)
   Accumulated other comprehensive income             (29)         53
                                                  -------     -------
                                                   10,961      10,916
                                                  -------     -------

                                                  $75,928     $64,660
                                                  =======     =======
</TABLE>




<PAGE>

                           HEARTLAND BANCSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                   Three Months ended March 31, 1999 and 1998
              (Dollar amounts in thousands, except per share data)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                    1999      1998
                                                    ----      ----
<S>                                                <C>       <C>    
Interest income
   Loans, including fees                           $ 1,265   $  227
   Securities:
      Taxable                                          166      113
      Non-taxable                                        6        -
   Other                                                15       13
                                                   -------   ------
                                                     1,452      353

Interest expense
   Deposits                                            665       81
   Short-term borrowings                                 6        2
                                                   -------   ------
                                                       671       83

Net interest income                                    781      270

Provision for loan losses                              176      143
                                                   -------   ------

Net interest income after provision for loan losses    605      127

Noninterest income
   Service charges and fees                             27        4
Noninterest expense
   Salaries and employee benefits                      298      235
   Occupancy and equipment expenses, net                49       36
   Data processing expense                              62       29
   Printing and Supplies                                13       25
   Advertising                                          17       22
   Director fees                                         7        7
   Credit reports and other loan expenses               14       11
   Professional fees                                    12       22
   Other operating expenses                             33       27
                                                   -------   ------
                                                       505      414

Income/(Loss) before income taxes                      127     (283)

Income taxes                                             -        -
                                                   -------   ------

Net income/(loss)                                  $   127   $ (283)
                                                   =======   ======

Basic and diluted earnings per share               $   .10   $ (.22)
                                                   =======   ======
</TABLE>




<PAGE>

                           HEARTLAND BANCSHARES, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                   Three Months ended March 31, 1999 and 1998
            (Dollar amounts in thousands, except share through data)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                         Accumulated
                                                            Other     Total
                                        Additional Accum-   Compre-   Share-
                                 Common   Paid-in  ulated   hensive  holders'
                                  Stock   Capital  Deficit  Income    Equity
                                 ------   -------  -------  -------  --------
 
<S>                              <C>       <C>      <C>     <C>      <C>     
Balance December 31, 1997        $1,265    $10,466  $ (240) $    13  $ 11,504

Comprehensive income/(loss)

   Net loss for three months
    Ended March 31, 1998                              (283)              (283)

   Change in unrealized
    gain on securities
     available-for-sale                                          26        26
                                                                     --------
Total comprehensive loss                                                 (257)
                                  -----    -------  ------  -------  --------
Balance March 31, 1998            1,265     10,466    (523)      39    11,247


Comprehensive income/(loss)

   Net loss for nine months
    ended December 31, 1998                           (345)              (345)

   Change in unrealized
    gain on securities
     available-for-sale                                          14        14
                                                                     --------

Total comprehensive loss                                                 (331)
                                  ------    ------  ------  -------  --------
Balance December 31, 1998         1,265     10,466    (868)      53    10,916

Comprehensive income/(loss)

   Net income for three months
    ended March 31, 1999                               127                127

   Change in unrealized
    gain on securities
     available-for-sale                                         (82)      (82)
                                                                     --------
Total comprehensive income                                                 45
                                  ------    ------  ------  -------  --------
Balance March 31, 1999           $ 1,265   $10,466  $ (741) $   (29) $ 10,961
                                  ======    ======  ======  =======  ========
</TABLE>



<PAGE>


                           HEARTLAND BANCSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Three Months ended March 31, 1999 and 1998
                          (Dollar amounts in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                               1999      1998
                                                               ----      ----
<S>                                                        <C>        <C>     
Cash flows from operating activities
   Net income/(loss)                                       $    127   $   (283)
   Adjustments to reconcile net loss to net cash
     from operating activities
      Depreciation and amortization                              30         12
      Provision for loan losses                                 176        143
      Change in assets and liabilities:
         Accrued interest receivable and other assets           (47)      (105)
         Accrued interest payable and other liabilities         133        (17)
            Net cash from operating activities                  419       (250)

Cash flows from investing activities
   Purchase of securities available-for-sale                 (1,933)      (541)
   Proceeds from calls and maturities of securities
     available-for-sale                                         646      1,000
   Loans made to customers, net of payments collected       (11,649)    (8,625)
   Net purchases of property and equipment                      (23)      (322)
                                                           --------   --------
      Net cash from investing activities                    (12,959)    (8,488)

Cash flows from financing activities
   Net change in deposit accounts                            11,306     11,300
   Net change in short-term borrowings                         (216)      (800)
                                                           --------   --------
      Net cash from financing activities                     11,090     10,500
                                                           --------   --------

Net change in cash and cash equivalents                      (1,450)     1,762

Cash and cash equivalents at beginning of period              3,163      1,140
                                                           --------   --------

Cash and cash equivalents at end of period                 $  1,713   $  2,902
                                                           ========   ========

Supplemental disclosures of cash flow information Cash paid during the period
   for:
      Interest                                             $    606   $  1,079
      Income taxes                                                -          -
</TABLE>




<PAGE>


                           HEARTLAND BANCSHARES, INC.
                                   FORM 10-QSB
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1999
- --------------------------------------------------------------------------------


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description  of Business:  The  consolidated  financial  statements  include the
accounts  of  Heartland  Bancshares,   Inc.  (Heartland)  and  its  wholly-owned
subsidiary,  Heartland  Community Bank (Bank),  after elimination of significant
inter-company  transactions and accounts.  The Bank commenced operation December
17, 1997.

Heartland  operates  primarily in the banking industry,  which accounts for more
than 90% of its revenues,  operating  income and assets.  The Bank is engaged in
the business of commercial and retail banking, with operations conducted through
its main office  located in  Franklin,  Indiana.  The Bank opened an  additional
branch  location in  Greenwood,  Indiana in January  1998.  The  majority of the
Bank's income is derived from commercial and retail business lending  activities
and investments.  The majority of the Bank's loans are secured by specific items
of collateral including business assets, real property and consumer assets.

Use of Estimates:  To prepare financial  statements in conformity with generally
accepted accounting principles, management makes estimates and assumptions based
on available  information.  These estimates and  assumptions  affect the amounts
reported in the financial  statements and the disclosures  provided,  and future
results  could  differ.  The  allowance  for loan  losses,  the fair  values  of
financial  instruments,  and status of contingencies are particularly subject to
change.

Securities:  Securities  are  classified  as held to  maturity  and  carried  at
amortized cost when  management has the positive intent and ability to hold them
to maturity.  Securities are classified as available for sale when they might be
sold before maturity.  Securities  available for sale are carried at fair value,
with unrealized  holding gains and losses reported  separately in  shareholders'
equity, net of tax.  Securities are written down to fair value when a decline in
fair  value  is  not  temporary.  Interest  and  dividend  income,  adjusted  by
amortization of purchase premium or discount, is included in earnings.  The Bank
had no held to maturity securities at March 31, 1999 or December 31, 1998.

Loans: Loans are reported at the principal balance outstanding,  net of unearned
interest,  deferred  loan fees and  costs,  and an  allowance  for loan  losses.
Interest income is reported on the interest method and includes  amortization of
net deferred loan fees and costs over the loan term.

Interest income is not reported when full loan repayment is in doubt,  typically
when  payments are past due over 90 days (180 days for  residential  mortgages).
Payments received on such loans are reported as principal reductions.



<PAGE>



                           HEARTLAND BANCSHARES, INC.
                                   FORM 10-QSB
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1999

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Allowance  for Loan  Losses:  The  allowance  for  loan  losses  is a  valuation
allowance,  increased  by  the  provision  for  loan  losses  and  decreased  by
charge-offs less recoveries. Management estimates the allowance balance required
based on known and inherent risks in the portfolio,  information  about specific
borrower situations and estimated collateral values,  economic  conditions,  and
other factors.  Allocations of the allowance may be made for specific loans, but
the entire  allowance is available for any loan that, in management's  judgment,
should be charged-off.

Loan  impairment  is  reported  when full  payment  under the loan  terms is not
expected.  Impairment is evaluated in total for smaller-balance loans of similar
nature such as residential  mortgage,  consumer and credit card loans, and on an
individual loan basis for other loans.  If a loan is impaired,  a portion of the
allowance is allocated so that the loan is reported,  net, at the present  value
of  estimated  future cash flows using the loan's  existing  rate or at the fair
value of collateral if repayment is expected solely from the  collateral.  Loans
are evaluated  for  impairment  when payments are delayed,  typically 90 days or
more, or when it is probable that all principal and interest amounts will not be
collected according to the original terms of the loan.

Premises, Furniture and Equipment:  Premises, furniture and equipment are stated
at cost less accumulated  depreciation.  Depreciation expense is recognized over
the  estimated  useful  lives of the assets,  principally  on the  straight-line
method.  These  assets are  reviewed  for  impairment  when events  indicate the
carrying amount may not be recoverable. Maintenance and repairs are expensed and
major improvements are capitalized.

Intangibles:  A new accounting  standard effective on January 1, 1999,  requires
all  previously  capitalized  organizational  costs to be written off as of that
date.   Early   adoption  was  allowed,   so  Heartland   completely   amortized
organizational  costs during 1998. The incremental amount written-off in 1998 by
early adoption of this accounting standard was not significant to the results of
operations.

Stock Compensation:  Expense for employee  compensation under stock option plans
is based on Accounting  Principles  Board Opinion 25, with expense reported only
if options are granted below market price at grant date.  Pro forma  disclosures
of net income and earnings per share are provided as if the fair value method of
Financial Accounting Standard No. 123 were used for stock based compensation.





<PAGE>


                           HEARTLAND BANCSHARES, INC.
                                   FORM 10-QSB
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1999

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

Income  Taxes:  Income tax expense is the sum of the current year income tax due
or refundable  and the change in deferred tax assets and  liabilities.  Deferred
tax assets and liabilities are the expected future tax consequences of temporary
differences   between  the  carrying   amounts  and  tax  bases  of  assets  and
liabilities, computed using enacted tax rates. A valuation allowance, if needed,
reduces deferred tax assets to the amount expected to be realized.

Financial Instruments: Financial instruments include credit instruments, such as
commitments to make loans and standby letters of credit, issued to meet customer
financing  needs.  The face amount for these items  represents  the  exposure to
loss, before considering customer collateral or ability to repay.

Statement of Cash Flows:  Cash and cash  equivalents are defined to include cash
on hand,  amounts due from banks, and federal funds sold.  Heartland reports net
cash flows for customer loan transactions,  deposit transactions, and short-term
borrowings.

Earnings Per Common Share: Basic earnings per common share is net income divided
by the weighted average number of common shares  outstanding  during the period.
Diluted  earnings per common share  includes the dilutive  effect of  additional
potential common shares issuable under stock options.

Comprehensive  Income:  Comprehensive  income  consists  of net income and other
comprehensive  income.  Other comprehensive income includes unrealized gains and
losses on securities  available  for sale which are also  recognized as separate
components  of  equity.   The  accounting   standard  that  requires   reporting
comprehensive  income first applies for 1998, with prior information restated to
be comparable.  There are no reclassification adjustments to other comprehensive
income in 1999 or 1999.

Dividend  Restriction:  Banking  regulations require maintaining certain capital
levels and may limit the dividends paid by the bank to the holding company or by
the holding company to shareholders.

Fair Values of Financial  Instruments:  Fair values of financial instruments are
estimated using relevant market information and other assumptions, as more fully
disclosed separately.  Fair value estimates involve uncertainties and matters of
significant  judgment regarding interest rates,  credit risk,  prepayments,  and
other factors,  especially in the absence of broad markets for particular items.
Changes in assumptions or in market  conditions could  significantly  affect the
estimates.  The fair value  estimates  of  existing  on- and  off-balance  sheet
financial  instruments does not include the value of anticipated future business
or the values of assets and liabilities not considered financial instruments.


<PAGE>


                           HEARTLAND BANCSHARES, INC.
                                   FORM 10-QSB
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1999
- --------------------------------------------------------------------------------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

Industry  Segment:  Internal  financial  information  is  primarily reported and
aggregated in one line of business, i.e. banking.

Financial  Statement  Presentation:  Certain  items  in  the  prior financial  
statements  have been  reclassified  to correspond  with the current 
presentation.

NOTE 2 - GENERAL

These  financial  statements were prepared in accordance with the Securities and
Exchange Commission  instructions for Form 10-QSB and for interim periods do not
include  all  of  the  disclosures  necessary  for a  complete  presentation  of
financial  position,  results of operations  and cash flows in  conformity  with
generally accepted accounting  principles.  These financial statements have been
prepared on a basis consistent with the annual financial statements and include,
in the  opinion  of  management,  all  adjustments,  consisting  of only  normal
recurring  adjustments,  necessary  for a fair  presentation  of the  results of
operations and financial position at the end of and for the periods presented.

NOTE 3 - PER SHARE DATA

The following  illustrates  the  computation  of basic and diluted  earnings per
share for the three months ended March 31, 1999 and 1998.
<TABLE>
<CAPTION>

                                                1999       1998
                                                ----       ----
<S>                                          <C>        <C>      
Basic earnings per share
   Net income/(loss)                         $     127  $    (283)
                                             =========  =========

   Weighted average shares outstanding       1,265,000  1,265,000

      Basic earnings per share               $     .10  $    (.22)
                                             =========  =========

                                                1999       1998
                                                ----       ----
Dilutive earnings per share
   Net income/(loss)                         $     127  $    (283)
                                             =========  =========

   Weighted average shares outstanding       1,265,000  1,265,000
   Dilutive effect of assumed exercise of
    stock options                                    -      4,478
                                             ---------  ---------

      Diluted average shares outstanding     1,265,000  1,269,478

      Diluted earnings per share             $     .10  $    (.22)
                                             =========  =========
</TABLE>



<PAGE>


                           HEARTLAND BANCSHARES, INC.
                                   FORM 10-QSB
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                 MARCH 31, 1999
- --------------------------------------------------------------------------------

INTRODUCTION

The following  discussion  focuses on the financial  condition at March 31, 1999
compared to December 31, 1998 and the results of operations  for the three month
period ended March 31, 1999 in  comparison to the three month period ended March
31, 1998 of Heartland Bancshares,  Inc. (Heartland).  Heartland was incorporated
May 27, 1997.  Heartland  was formed with the  specific  intent to form a wholly
owned  subsidiary  state  chartered  bank  (Heartland  Community  Bank or Bank).
Heartland  received  approval  from the Federal  Reserve Bank of Chicago to be a
bank holding company in the fall of 1997.  Operations of the Bank began December
17, 1997.

This  discussion  should  be read in  conjunction  with  the  interim  financial
statements and related footnotes.

The  registrant is not aware of any trends,  events or  uncertainties  that will
have or are  reasonably  likely  to have a  material  effect  on the  liquidity,
capital resources or operations except as discussed herein. Also, the Registrant
is not aware of any current recommendations by regulatory authorities that would
have such effect if implemented.

GENERAL

As of October 2, 1997,  Heartland  raised  approximately  $11,735,000  in equity
capital  through the sale of 1,265,000  shares of the Company's  common stock at
$10 per share, net of underwriting  discounts and offering costs.  Proceeds from
the  offering  were used to  capitalize  the Bank and provide  working  capital.
Heartland's  only  activity  beyond  holding  stock of the Bank is investment in
securities  using working  capital  provided by the issuance of shares of common
stock.

Heartland's plan of operation is centralized  around the growth of the Bank. The
primary  operation  of the  Bank is to  accept  deposits  and  make  loans.  The
operating results of Heartland are affected by general economic conditions,  the
monetary and fiscal policies of federal agencies and the regulatory  policies of
agencies  that regulate  financial  institutions.  Heartland's  cost of funds is
influenced by interest rates on competing  investments  and general market rates
of interest.  Lending  activities  are  influenced  by consumer  and  commercial
demand, which in turn are affected by the interest rates at which such loans are
made,  general  economic  conditions and the  availability  of funds for lending
activities.


<PAGE>

The  Federal  Financial  Institutions  Examination  Council  (FFIEC)  has issued
several statements regarding preparing for the Year 2000 date change and related
issues.  Those  statements  have  identified  specific  actions  and plans to be
adopted by financial  institutions,  all of which would be materially  adversely
affected by Year 2000 failure of loan and deposit data processing systems. As of
March 31, 1999,  Heartland has  implemented  the procedures and plans set out by
FFIEC.  Heartland  has  completed  the  evaluation  and testing of computer  and
software  systems  identified  as  mission  critical,  in  cooperation  with its
independent data processing  service provider,  and estimates that the amount of
costs  that  will be  incurred  to  prepare  for the  date  change  will  not be
significant. Although Heartland has no reason to expect that its data processing
and other costs and expenses will be significant or that its financial condition
and results of operations will be adversely affected by Year 2000 problems, this
is a  forward-looking  statement,  and actual  expenses may vary materially from
current  expectations  due to the  possibility,  among  other  risks,  that  the
Company's  data  processing  service  provider  will be  unable  to  perform  in
accordance  with  the Year  2000  plan and the  possibility  that the  Company's
customers may not be Year 2000 compliant.

FINANCIAL CONDITION

Heartland  experienced  continued growth through the first three months of 1999.
Total assets at March 31, 1999 were $75.9  million, an increase of $11.2 million
or 17.31% from the December 31, 1998 total assets of $64.7  million.  Investment
securities  total $11.7  million at March 31, 1999  compared to $10.5 million at
December 31, 1998, an increase of $1.2 million or 11.43%. Total gross loans were
$61.1  million  at March 31,  1999,  representing  growth of $11.7  million,  or
23.68%, from the December 31, 1998 total of $49.4 million.

An increase in total  deposits  of $11.3  million to $64.1  million at March 31,
1999,  or 21.40% from $52.8  million at December 31, 1998  primarily  funded the
growth in assets. Short-term borrowings were decreased by $216,000 from $740,000
at December 31, 1998 to $524,000 at March 31, 1999.

Heartland's  total  equity to total  asset  ratio was  14.44% at March 31,  1999
compared to 16.88% at December 31,  1998.  The change was  primarily  due to the
growth in assets,  offset by the total comprehensive income for the three months
ended March 31,  1999.  Book value per common  share of  Heartland  was $8.66 at
March 31, 1999 compared to $8.63 at December 31, 1998.  The change in book value
per common  share  resulted  from the total  comprehensive  income for the three
months ended March 31, 1999.

RESULTS OF OPERATIONS

Heartland  recorded  net income of $127,000 for the three months ended March 31,
1999  compared to a net loss of $283,000  for the three  months  ended March 31,
1998. Interest income for the three months ended March 31, 1999 was $1.5 million
and was $353,000 for the three months ended March 31, 1998.  Non-interest income
was  $27,000  for  the  three  months  ended  March  31,  1999.   Comparatively,
non-interest income was $4,000 for the three months ended March 31, 1998.

<PAGE>

Interest  expense of $671,000 was  incurred  during the three months ended March
31,  1999.  Interest  expense  during the three  months ended March 31, 1998 was
$83,000.  Interest  expense during the three months ended March 31, 1999 and the
three  months ended March 31, 1998 is related to interest  bearing  deposits and
short-term borrowings.

Provision  for loan losses  recorded  during the three month periods ended March
31, 1999 was $176,000  compared to $143,000 for the three months ended March 31,
1998.

Salaries and benefits  expense was $298,000 for the three months ended March 31,
1999  compared to  $235,000  for the three  months  ended  March 31,  1998.  The
increase was primarily due to additional staff hired to accomidate growth.

Net occupancy and equipment  expenses of $49,000 were incurred  during the three
months  ended March 31,  1999.  During the three months ended March 31, 1998 the
net occupancy and  equipment  expenses were $10,000.  The Bank entered into a 10
year lease agreement with a non-related  party for a facility located on Highway
135 in Greenwood,  Indiana and commenced banking  activities in that facility in
May, 1998.

Data  processing  expense was $62,000 for the three  months ended March 31, 1999
compared to $29,000 for the three  months  ended March 31,  1998.  In the fourth
quarter of 1997, the Bank entered into a three-year  contract with a third party
service provider for core data processing,  with monthly expense partially based
on volume of accounts and transactions. The increase in data processing expenses
is due almost entirely to the increase in deposit accounts and transactions.

Printing and  supplies  expense was $13,000 for the three months ended March 31,
1999 and $25,000 for the three months ended March 31, 1998.

Heartland incurred  advertising expense of $17,000 during the three months ended
March 31, 1999 compared to $22,000 during the three months ended March 31 1998.

Directors fees expense was $7,000 for both the three months ended March 31, 1999
and the three months ended March 31, 1998.

<PAGE>

Credit  reports and other loan  expenses were $14,000 for the three months ended
March 31, 1999 and $11,000 for the three months ended March 31, 1998

Professional  fees expense for the three months ended March 31, 1999 was $12,000
compared to $22,000 for the three months ended March 31, 1998.

The remaining  expenses of $33,000  during the three months ended March 31, 1999
and $27,000 during the three months ended March 31, 1998 relate to various other
items such as postage, insurance and training.

CAPITAL RESOURCES

Shareholders'  equity totaled $11.0 million at March 31, 1999, compared to $10.9
million  at  December  31,  1998.  The  change  is  attributable  to  the  total
comprehensive  income for the three months ended March 31, 1999. As of March 31,
1999,  1,265,000 shares of common stock were issued and outstanding.  Additional
paid-in capital was $10.5 million at December 31, 1998 and March 31, 1999.

LIQUIDITY

Liquidity  management  for  Heartland  focuses  on the  ability  to  keep  funds
available to meet the  requirements  of withdrawals of depositors and funding of
new loans and investments.  The primary source of liquidity for Heartland is the
receipt of new deposits.  The Bank has the ability to borrow  Federal funds from
other  commercial  banks  on a daily  basis.  Such  borrowings  are  secured  by
investment securities.  The Bank also has the ability to borrow from the Federal
Home Loan Bank of Indianapolis  with various  repayment terms ranging from 1 day
to 15  years.  Such  borrowings  would  be  secured  by a  "blanket"  collateral
agreement covering all available mortgage loans and investment securities in the
Bank's portfolio.  The Bank had no such borrowings outstanding at March 31, 1999
or December 31, 1998.  Heartland manages liquidity through the use of deposits 
with other financial institutions, Federal Funds and investment securities.


<PAGE>


                           HEARTLAND BANCSHARES, INC.
                                   FORM 10-QSB
                                     PART II
- --------------------------------------------------------------------------------


Item 6 - Exhibits and Reports on Form 8-K:

         (a)    Exhibit 27:    Financial Data Schedule

         (b)    No reports on Form 8-K were filed  during the three months ended
                March 31, 1999.

<PAGE>


                           HEARTLAND BANCSHARES, INC.
                                   FORM 10-QSB
                                   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 BANCSHARES, INC.
                                        (Registrant)




Date:  5/11/99                          /s/ Steve Bechman
     ------------                       -----------------
                                        Steve Bechman
                                        President and
                                        Chief Executive Officer







Date: 5/11/99                          /s/ Jeffery D. Joyce
     ------------                      --------------------
                                        Jeffery D. Joyce
                                        Chief Financial Officer




<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
     This schedule  contains summary  financial  information  extracted from the
     financial  statements  contained in the filer's Form 10-QSB for the Quarter
     ended March 31,  1999,  and is filed in its  entirety by  reference to such
     finanacial statements.
</LEGEND>
<CIK>                         0001042905
<NAME>                        Heartland Bancshares, Inc.
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              Dec-31-1999
<PERIOD-START>                                 Jan-01-1999
<PERIOD-END>                                   Mar-31-1999
<CASH>                                         413
<INT-BEARING-DEPOSITS>                         950
<FED-FUNDS-SOLD>                               350
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    0
<INVESTMENTS-CARRYING>                         11,692
<INVESTMENTS-MARKET>                           11,663
<LOANS>                                        61,090
<ALLOWANCE>                                    916
<TOTAL-ASSETS>                                 75,928
<DEPOSITS>                                     64,060
<SHORT-TERM>                                   524
<LIABILITIES-OTHER>                            383
<LONG-TERM>                                    0
                          0
                                    0
<COMMON>                                       11,731
<OTHER-SE>                                     (770)
<TOTAL-LIABILITIES-AND-EQUITY>                 75,928
<INTEREST-LOAN>                                1,265
<INTEREST-INVEST>                              172
<INTEREST-OTHER>                               15
<INTEREST-TOTAL>                               1,452
<INTEREST-DEPOSIT>                             665
<INTEREST-EXPENSE>                             6
<INTEREST-INCOME-NET>                          781
<LOAN-LOSSES>                                  176
<SECURITIES-GAINS>                             0
<EXPENSE-OTHER>                                505
<INCOME-PRETAX>                                127
<INCOME-PRE-EXTRAORDINARY>                     127
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   127
<EPS-PRIMARY>                                  .10
<EPS-DILUTED>                                  .10
<YIELD-ACTUAL>                                 4.50
<LOANS-NON>                                    0
<LOANS-PAST>                                   0
<LOANS-TROUBLED>                               0
<LOANS-PROBLEM>                                0
<ALLOWANCE-OPEN>                               742
<CHARGE-OFFS>                                  2
<RECOVERIES>                                   0
<ALLOWANCE-CLOSE>                              916
<ALLOWANCE-DOMESTIC>                           0
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        916
        


</TABLE>


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