HEARTLAND BANCSHARES INC /IN/
10QSB, 2000-05-12
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, 2000

[ ] 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,  2000,  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>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           HEARTLAND BANCSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS
                      March 31, 2000 and December 31, 1999
                          (Dollar amounts in thousands)

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


                                                       March 31,    December 31,
                                                          2000           1999
                                                          ----           ----
ASSETS
Cash and due from banks                                 $  5,788      $  3,598
Federal funds sold                                           161            75
                                                        --------      --------
      Total cash and cash equivalents                      5,949         3,673

Securities available-for-sale, at market                  14,115        13,677
Loans                                                    100,493        91,045
Allowance for loan losses                                 (1,507)       (1,365)
                                                        --------      --------
      Loans, net                                          98,986        89,680
Premises, furniture and equipment, net                     1,801         1,659
Accrued interest receivable and other assets               1,677         1,450
                                                        --------      --------
                                                        $122,528      $110,139
                                                        ========      ========


LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
   Noninterest-bearing deposits                         $ 10,516      $  8,707
   Interest-bearing demand and savings deposits           32,694        29,428
   Interest-bearing time deposits                         59,036        50,384
                                                        --------      --------
      Total deposits                                     102,246        88,519
   Short-term borrowings                                   2,936         3,519
   Other borrowings                                        5,000         6,000
   Accrued interest payable and other liabilities            508           458
                                                        --------      --------
                                                         110,690        98,496

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
   Retained earnings                                         337           105
   Accumulated other comprehensive income/(loss)            (230)         (193)
                                                        --------      --------
                                                          11,838        11,643

                                                        $122,528      $110,139
                                                        ========      ========















                             See accompanying notes.

<PAGE>


                           HEARTLAND BANCSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                   Three Months ended March 31, 2000 and 1999
              (Dollar amounts in thousands, except per share data)

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

                                                             2000        1999
                                                             ----        ----
Interest income
   Loans, including fees                                   $  2,242    $ 1,265
   Securities:
      Taxable                                                   217        166
      Non-taxable                                                 6          6
   Other                                                         19         15
                                                           --------    -------
                                                              2,484      1,452

Interest expense
   Deposits                                                   1,093        665
   Short-term borrowings                                         44          6
   Other borrowings                                              82          -
                                                           --------    -------
                                                              1,219        671

Net interest income                                           1,265        781

Provision for loan losses                                       157        176
                                                           --------    -------

Net interest income after provision for loan losses           1,108        605

Noninterest income
   Service charges and fees                                      65         27
   Investment Commissions                                        59          -
                                                           --------    -------
                                                                124         27
Noninterest expense
   Salaries and employee benefits                               486        298
   Occupancy and equipment, net                                  88         49
   Data processing                                               95         62
   Printing and Supplies                                         34         13
   Advertising                                                   33         17
   Director fees                                                  7          7
   Credit reports and other loan expenses                        18         14
   Professional fees                                             31         12
   Other                                                         54         33
                                                           --------    -------
                                                                846        505

Income before income taxes                                      386        127

Income taxes                                                    154          -
                                                           --------    -------

Net income                                                 $    232    $   127
                                                           ========    =======

Basic and diluted earnings per share                       $    .18    $   .10
                                                           ========    =======













                             See accompanying notes.

<PAGE>


                           HEARTLAND BANCSHARES, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                   Three Months ended March 31, 2000 and 1999
                          (Dollar amounts in thousands)

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

                                                          Accumulated
                                                             Other       Total
                                     Additional  Accum-     Compre-     Share-
                             Common    Paid-in   ulated     hensive    holders'
                              Stock    Capital   Deficit    Income      Equity
                              -----    -------   -------    ------      ------

Balance December 31, 1998  $ 1,265   $10,466   $  (868)  $      53   $  10,916

Comprehensive income

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

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




Balance December 31, 1999  $ 1,265   $10,466   $   105   $    (193)  $  11,643


Comprehensive income/(loss)

   Net income for three months
    ended March 31, 2000                           232                     232

   Change in unrealized
    loss on securities
     available-for-sale                                        (37)        (37)
                                                                     ---------

Total comprehensive income                                                 195
                           -------   -------   -------   ---------   ---------
Balance March 31, 2000     $ 1,265   $10,466   $   337   $    (230)  $  11,838
                           =======   =======   =======   =========   =========
















                             See accompanying notes.

<PAGE>


                           HEARTLAND BANCSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Three Months ended March 31, 2000 and 1999
                          (Dollar amounts in thousands)

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


                                                             2000        1999
                                                             ----        ----

Cash flows from operating activities
   Net income/(loss)                                       $    232   $    127
   Adjustments to reconcile net loss to net cash
     from operating activities
      Depreciation and amortization                              33         30
      Provision for loan losses                                 157        176
      Change in assets and liabilities:
         Accrued interest receivable and other assets          (204)       (47)
         Accrued interest payable and other liabilities          50        133
            Net cash from operating activities                  268        419

Cash flows from investing activities
   Purchase of securities available-for-sale                   (551)    (1,933)
   Proceeds from calls and maturities of securities
     available-for-sale                                          57        646
   Loans made to customers, net of payments collected        (9,463)   (11,649)
   Net purchases of property and equipment                     (179)       (23)
                                                           --------   --------
      Net cash from investing activities                    (10,136)   (12,959)

Cash flows from financing activities
   Net change in deposit accounts                            13,727     11,306
   Net change in short-term borrowings                         (583)      (216)
   Net change other borrowings                               (1,000)         -
                                                           --------   --------
      Net cash from financing activities                     12,144     11,090
                                                           --------   --------

Net change in cash and cash equivalents                       2,276     (1,450)

Cash and cash equivalents at beginning of period              3,673      3,163
                                                           --------   --------

Cash and cash equivalents at end of period                 $  5,949   $  1,713
                                                           ========   ========






















                             See accompanying notes.



<PAGE>



                           HEARTLAND BANCSHARES, INC.
                                   FORM 10-QSB
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

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


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.

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  offices  located in  Franklin,  Greenwood  and  Bargersville  Indiana.  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.

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 2000.

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  significantly  past due.  Payments received on such loans are
reported as principal reductions.

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.







                                   (Continued)


<PAGE>


                           HEARTLAND BANCSHARES, INC.
                                   FORM 10-QSB
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 significantly  delayed 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.

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.

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  Share:  Basic  earnings  per share is net  income  divided by the
weighted  average  number of  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.

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.

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









                                   (Continued)


<PAGE>


                           HEARTLAND BANCSHARES, INC.
                                   FORM 10-QSB
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

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

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, 2000 and 1999.

                                                        2000         1999
                                                        ----         ----
Basic earnings per share
   Net income/(loss)                                 $      232   $     127
                                                     ==========   =========

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

      Basic earnings per share                       $     .18    $     .10
                                                     =========    =========

                                                        2000         1999

Dilutive earnings per share
   Net income/(loss)                                 $      232   $     127
                                                     ==========   =========

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

      Diluted average shares outstanding              1,265,000   1,265,000
                                                     ==========   =========

      Diluted earnings per share                     $     .18    $     .10
                                                     =========    =========



<PAGE>


                           HEARTLAND BANCSHARES, INC.
                                   FORM 10-QSB
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                 MARCH 31, 2000
              (Dollar amounts in thousands, except per share data)

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

INTRODUCTION

The following  discussion  focuses on the financial  condition at March 31, 2000
compared to December 31, 1999 and the results of operations  for the three month
period ended March 31, 2000 in  comparison to the three month period ended March
31, 1999 of Heartland Bancshares,  Inc. (Heartland).  Heartland was incorporated
May 27, 1997.

This  discussion  should  be read in  conjunction  with  the  interim  financial
statements and related footnotes and the consolidated  financial  statements and
other financial data, and the Management's  Discussion and Analysis of Financial
Condition  and Results of Operation  included in  Heartland's  December 31, 1999
Annual Report to Shareholders.

GENERAL

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.

FINANCIAL CONDITION

Heartland  experienced  continued growth through the first three months of 2000.
Total  assets at March 31, 2000 are  $122,528,  an increase of $12,389 or 11.25%
from the  December  31, 1999 total  assets of  $110,139.  Total gross loans were
$100,493 at March 31, 2000,  representing  growth of $9,448, or 10.38%, from the
December 31, 1999 total of $91,045.

An increase in total  deposits  of $13,727 to  $102,246  at March 31,  2000,  or
15.51% from $88,519 at December 31, 1999 primarily  funded the growth in assets.
Short-term borrowings were decreased by $583 from $3,519 at December 31, 1999 to
$2,936 at March 31, 2000. Other borrowings,  consisting entirely of Federal Home
Loan Bank  Advances,  were reduced from $6,000 at December 31, 1999 to $5,000 at
March 31, 2000 with the repayment of a single $1,000 advance.

Heartland's  total  equity to total  asset  ratio  was  9.66% at March 31,  2000
compared to 10.57% at December 31, 1999.  The decline was  primarily  due to the
growth in assets,  offset by the total comprehensive income for the three months
ended March 31,  2000.  Book value per common  share of  Heartland  was $9.36 at
March 31, 2000 compared to $9.20 at December 31, 1999.  The change in book value
per common  share  resulted  from the total  comprehensive  income for the three
months ended March 31, 2000.



                                   (Continued)


<PAGE>


                           HEARTLAND BANCSHARES, INC.
                                   FORM 10-QSB
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                 MARCH 31, 2000
              (Dollar amounts in thousands, except per share data)

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

RESULTS OF OPERATIONS

Heartland  recorded  net income of $232,000 for the three months ended March 31,
2000  compared to net income of $127,000  for the three  months  ended March 31,
1999.  Interest  income for the three months ended March 31, 2000 was $2,484 and
was $1,452 for the three months  ended March 31, 1999.  The increase in interest
income was primarily related to the increase in average interest earning assets.

Non-interest  income  was $124 for the three  months  ended  March 31,  2000 and
includes $59 of investment commissions.  Comparatively,  non-interest income was
$27 for the three  months  ended  March 31, 1999 and  included $0 of  investment
commissions.  Investment  commissions  are  earned on the sale of mutual  funds,
annuities,  equities  and  other  investments.  Heartland  uses  a  third  party
broker-dealer to settle trades and pays its internal brokers a percentage of the
commissions received.

Interest  expense of $1,219 was incurred during the three months ended March 31,
2000.  Interest  expense  during the three months ended March 31, 1999 was $671.
The  increase in interest  expense is  primarily  due to the increase in average
interest bearing liabilities

The  Provision  for loan losses  recorded  during the three month  periods ended
March 31, 2000 was $157  compared to $176 for the three  months  ended March 31,
1999.

Salaries and benefits expense was $486 for the three months ended March 31, 2000
compared to $298 for the three  months  ended March 31,  1999.  The  increase in
salaries and benefits  expense is primarily  due to the addition of employees to
staff the third banking  office,  the  investment  services  department  and the
certificate of deposit brokerage  program.  The certificate of deposit brokerage
program  was  initiated  in January  2000.  Investors  use the program to invest
amounts over $100 in FDIC insured  institutions.  Heartland  locates the highest
interest  rates for available and spreads the  investment to keep the amounts in
any individual institution within the FDIC insurance limits. Heartland's revenue
is derived from the difference between the interest rate paid by the institution
issuing the  certificate  of deposit and the rate paid to the investor  over the
life of the certificate. Heartland pays its brokers a percentage of the expected
future cash inflows at the time of the issuance of the certificate.

Net  occupancy  and  equipment  expenses of $88 were  incurred  during the three
months  ended March 31,  2000.  During the three months ended March 31, 1999 the
net  occupancy  and  equipment  expenses were $49. The increase in occupancy and
equipment  expenses was primarily  due to the opening of an  additional  banking
office in January 2000.










                                   (Continued)

<PAGE>


                           HEARTLAND BANCSHARES, INC.
                                   FORM 10-QSB
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                 MARCH 31, 2000
              (Dollar amounts in thousands, except per share data)

- --------------------------------------------------------------------------------
Data  processing  expense  was $95 for the three  months  ended  March 31,  2000
compared to $62 for the three months ended March 31, 1999. 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 expense from 1999 to 2000
is primarily  due to the increase in volume of accounts and  transactions,  data
processing costs associated with the additional banking office opened in January
2000  and  additional  costs  related  to  the  implementation  of  a  new  loan
documentation software in the first quarter of 2000.

Printing and supplies  expense was $34 for the three months ended March 31, 2000
and $13 for the three months ended March 31, 1999. The increase is primarily due
to the increased volume of loan and deposit customers.

Heartland  incurred  advertising  expense of $33 during the three  months  ended
March 31,  2000  compared  to $17 during the three  months  ended March 31 1999.
Advertising  expenses were increased in 2000 to foster continued growth in loans
and deposits.

Professional  fees  expense  for the three  months  ended March 31, 2000 was $31
compared to $12 for the three  months  ended  March 31,  1999.  The  increase in
professional  fees is related to  additional  outside loan review and legal fees
related to  ongoing  loan  collection  matters  and other  issues  pertinent  to
Heartland's ongoing businesses.

The  remaining  expenses of $54 during the three months ended March 31, 2000 and
$33 during the three months  ended March 31, 1999 relate to various  other items
such as postage,  insurance and  training.  The increase is primarily due to the
increase in volume of loans and deposits as well as training of employees  for a
loan documentation software implemented in the first quarter of 2000.

At December  31,  1998,  the  Corporation  had a net deferred tax asset of $275,
which was reduced to $0 by a valuation allowance.  During the three months ended
March 31,  1999 no  income  tax  expense  was  recorded  because  the  valuation
allowance  was  reduced  by the  amount of income  tax  expense  related  to the
earnings recorded during the same period. During 1999, the Corporation generated
sufficient profit to fully utilize all existing net operating loss carryforwards
and eliminate the need for a valuation allowance.  During the three months ended
March 31,  2000 income tax expense  was  recorded  using the current  applicable
state and federal income tax rates.


CAPITAL RESOURCES

Shareholders'  equity totaled $11,838 at March 31, 2000,  compared to $11,643 at
December 31, 1999. The change is attributable to the total comprehensive  income
for the three  months  ended March 31,  2000.  As of March 31,  2000,  1,265,000
shares of common stock were issued and outstanding.  Additional  paid-in capital
was $10.5 million at December 31, 1999 and March 31, 2000.



                                   (Continued)


<PAGE>


                           HEARTLAND BANCSHARES, INC.
                                   FORM 10-QSB
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                 MARCH 31, 2000
              (Dollar amounts in thousands, except per share data)

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

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.  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, 2000.

<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:  5/11/00                          /s/ Steve Bechman
     ------------                       -----------------
                                        Steve Bechman
                                        President and
                                        Chief Executive Officer







Date:  5/11/00                          /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,  2000,  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-31-2000
<PERIOD-START>                                 Jan-01-2000
<PERIOD-END>                                   Mar-31-2000
<CASH>                                         5,788
<INT-BEARING-DEPOSITS>                         0
<FED-FUNDS-SOLD>                               161
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    0
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                          0
                                    0
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<INTEREST-LOAN>                                2,242
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<INTEREST-DEPOSIT>                             1,093
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<INTEREST-INCOME-NET>                          1,265
<LOAN-LOSSES>                                  157
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<EPS-BASIC>                                  .18
<EPS-DILUTED>                                  .18
<YIELD-ACTUAL>                                 4.52
<LOANS-NON>                                    206
<LOANS-PAST>                                   2
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<ALLOWANCE-DOMESTIC>                           0
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        1,507



</TABLE>


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