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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended Commission File Number:
March 31, 1999 333-67107
HEARTLAND BANCSHARES, INC.
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(Exact name of small business issuer as specified in its charter)
Florida 65-0854929
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
325 Central Avenue, Lake Placid, Florida 33852
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (941) 815-3782
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Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the 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
----- -----
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Common Stock, $.10 Par Value 14,500
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Class Outstanding as of May 15, 1999
Transitional Small Business Disclosure Format:
Yes No X
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
HEARTLAND BANCSHARES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(Unaudited)
March 31, 1999
ASSETS
<TABLE>
<S> <C>
Cash $ 115,000
Restricted cash and cash equivalents 2,076,368
Land 890,786
Construction in Progress 29,178
Loan costs 1,437
Deferred offering costs 17,944
-----------
Total Assets $ 3,130,713
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Escrow liability $ 2,076,368
Accounts payable 27,531
Notes payable 1,007,875
-----------
Total liabilities 3,111,774
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Shareholders' Equity
Common stock - Par value $.10 per share;
10,000,000 shares authorized; 14,500 shares
issued and outstanding 1,450
Preferred stock - $.01 par value; 1,000,000 shares
authorized; no shares issued or outstanding --
Additional paid-in capital 143,550
Accumulated deficit during development stage (126,061)
-----------
Total Shareholders' Equity 18,939
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Total Liabilities and Shareholders' Equity $ 3,130,713
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</TABLE>
See Accompanying Note to Financial Statements.
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HEARTLAND BANCSHARES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended March 31, 1999
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INCOME
Reimbursement of overpayment of legal fees $ 10,450
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EXPENSES
Pre-opening and organizational costs:
Salaries 17,765
Interest expense 13,470
Legal and professional 3,250
Insurance 3,395
Amortization of loan costs 1,438
Consulting 365
Miscellaneous expenses 4,409
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Total expenses 44,092
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Net loss $(33,642)
========
Net loss per share $ (2.74)
========
Average shares outstanding 12,264
========
</TABLE>
See Accompanying Note to Financial Statements.
<PAGE> 4
HEARTLAND BANCSHARES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' EQUITY
(Unaudited)
Three Months Ended March 31, 1999
<TABLE>
<CAPTION>
Accumulated
Deficit
Additional During
Common Paid-in Development
Stock Capital Stage
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<S> <C> <C> <C>
Beginning balance $ 100 $ 9,900 $ (92,419)
Issuance of 13,500 shares
of common stock at $10
per share 1,350 133,650 -
Net loss for the first quarter,
1999 - - (33,642)
-------- -------- ----------
Balance, March 31, 1999 $ 1,450 $143,550 $ (126,061)
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</TABLE>
See Accompanying Note to Financial Statements.
<PAGE> 5
HEARTLAND BANCSHARES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended March 31, 1999
OPERATING ACTIVITIES
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<S> <C>
Net loss $ (33,642)
Adjustment to reconcile net loss
to net cash used in operating activities:
Amortization of loan costs 1,438
Change in accounts payable 8,851
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Net Cash Used In Operating Activities (23,353)
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INVESTING ACTIVITIES
Acquisition of land and land related costs (245,011)
Construction in progress (29,178)
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Net Cash Used In Investing Activities (274,189)
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FINANCING ACTIVITIES
Sale of common stock 135,000
Net proceeds from note payable 270,000
Deferred offering costs (13,337)
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Net Cash Provided By Financing Activities 391,663
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Net Increase in Cash 94,121
Beginning Cash 20,879
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Ending Cash $ 115,000
=========
</TABLE>
See Accompanying Note to Financial Statements.
<PAGE> 6
HEARTLAND BANCSHARES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTE TO FINANCIAL STATEMENTS
(Unaudited)
Three Months Ended March 31, 1999
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Organization:
Heartland Bancshares, Inc. (the Company) is a Florida corporation with
headquarters in Sebring, Florida. The Company is a development stage
company formed August 3, 1998, for the purpose of raising up to $6.5
million in equity capital through a common stock offering, and
investing at least $5.6 million of proceeds therefrom in the
capitalization of a proposed banking subsidiary, Heartland National
Bank (Bank). The Bank will be a National banking institution with
headquarters in Sebring and a branch in Lake Placid, Florida. The
Company has received preliminary approval from the Office of the
Comptroller of the Currency (OCC) for a national bank charter. Funding
during the development stage has come from the proceeds of sale of
common stock to the organizers, and two lines of credit from an
unrelated banking institution. The Company has not realized any revenue
during this initial development stage.
The Company's efforts have been directed exclusively to obtaining the
necessary regulatory approvals for both the Company and the Bank, and
the raising of capital sufficient to meet other organizational
requirements. During this phase, the Company has incurred, or will
incur, costs generally allocable to either organizational costs,
pre-opening expense, or deferred offering costs. In addition, the
Company has acquired, and will continue to acquire, banking premises
and other capital items necessary for operating the Bank.
Organizational costs consist principally of the cost incurred in
raising capital, outside consulting and legal fees, and regulatory
application fees requisite to formation of the Company and the Bank.
These costs are charged to expense as incurred.
Pre-opening costs are costs that would ordinarily be expensed, even if
the Company were not a development stage company. Such costs consist
principally of salaries, rent, utilities, dues and memberships and
other expenses. These costs are expensed as incurred.
Certain costs of the Company's ongoing public offering have been
capitalized as deferred offering costs. These costs will be charged
against additional paid-in capital when the offering is complete.
<PAGE> 7
HEARTLAND BANCSHARES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTE TO FINANCIAL STATEMENTS (Continued)
(Unaudited)
Three Months Ended March 31, 1999
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION - CONTINUED
Basis of Presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions of Form 10-QSB.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring entries) considered necessary for a
fair presentation of the Company's financial results have been made.
Operating results for the three months ended March 31, 1999 are not
indicative of the results that may be expected for the year ending
December 31, 1999. Moreover, at March 31, 1999, the Company is still in
the development stage and has not begun operations.
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Heartland Bancshares, Inc. (the "Company") is in the development stage.
The Company has filed with the Securities and Exchange Commission a Registration
Statement on Form SB-2 for an offering of a minimum of 620,000 shares and a
maximum of 650,000 shares of the Company's common stock, $.10 par value per
share. The Company has funded its start-up and organization costs through (i)
the sale of $145,000 of the Company's common stock to the Company's directors at
the public offering price of $10.00 per share, and (ii) a $300,000 line of
credit from SunTrust Bank, Central Florida, N.A. The Company has also obtained a
$2,000,000 credit line from SunTrust Bank to fund the purchase of the property
which will serve as the site of the Bank's main office and the construction of
the main office. The offering is conditioned upon fulfillment of the following
conditions: (a) not less than $6,200,000 shall have been deposited in the
subscription escrow account, (b) the Federal Reserve Board must have approved
the Company's application to become a bank holding company, (c) the FDIC must
have approved the Bank's application for deposit insurance, and (d) the Company
shall not have canceled the offering prior to the time funds are withdrawn from
the subscription escrow account. Total organizational costs paid and accrued for
the period from inception to March 31, 1999 amounted to $126,061. These expenses
include consultant fees ($30,519), legal fees ($20,577), regulatory application
fees ($22,523), and other expenses ($52,442).
Subscription funds received during the offering will be placed in an
escrow account and invested in direct obligations of the U.S. government and
U.S. government-backed securities. As of March 31, 1999, the Company had
received subscription funds totaling $2,076,368.
In the opinion of the Company, the minimum proceeds of the offering
will satisfy the cash requirements of the Company and the Bank for their
respective first years of operations. It is not anticipated that the Company
will find it necessary to raise additional funds to meet expenditures required
to operate the business of the Company and/or the Bank during the next 12
months. All anticipated material expenditures for such period have been
identified and provided for out of the proceedings of the offering.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The Company may, from time to time, make written or oral
forward-looking statements, including statements contained in the Company's
filings with the Securities and Exchange Commission (the "Commission") and its
reports to stockholders. Such forward-looking statements are made based on
management's belief as well as assumptions made by, and information currently
available to, management pursuant to "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual results may
differ materially from the results anticipated in these forward-looking
statements due to a variety of factors, including governmental monetary and
fiscal policies, deposit levels, loan demand, loan collateral values,
securities portfolio values and interest rate risk management; the effects of
competition in the banking business from other commercial banks, savings and
loan
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associations, mortgage banking firms, consumer finance companies, credit unions,
securities brokerage firms, insurance companies, money market mutual funds and
other financial institutions operating in the Company's market area and
elsewhere, including institutions operating through the Internet; changes in
government regulations relating to the banking industry, including regulations
relating to branching and acquisitions; failure of assumptions underlying the
establishment of reserves for loan losses, including the value of collateral
underlying delinquent loans, and other factors. The Company cautions that such
factors are not exclusive. The Company does not undertake to update any
forward-looking statements that may be made from time to time by, or on behalf
of, the Company.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. The following exhibit is filed with this report:
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<CAPTION>
Exhibit No. Description
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27 Financial Data Schedule (for SEC use only)
</TABLE>
(b) Reports on Form 8-K. No report on Form 8-K was filed during
the quarter ended March 31, 1999.
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.
Dated: May 21, 1999 By: /s/ James C. Clinard
--------------------------------------
James C. Clinard
President and Chief Executive Officer
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS OF HEARTLAND BANCSHARES, INC. AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 115,000
<INT-BEARING-DEPOSITS> 2,076,368
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 3,130,713
<DEPOSITS> 0
<SHORT-TERM> 1,007,875
<LIABILITIES-OTHER> 2,103,899
<LONG-TERM> 0
0
0
<COMMON> 1,450
<OTHER-SE> 17,489
<TOTAL-LIABILITIES-AND-EQUITY> 3,130,713
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 44,092
<INCOME-PRETAX> (33,642)
<INCOME-PRE-EXTRAORDINARY> (33,642)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (33,642)
<EPS-BASIC> (2.74)
<EPS-DILUTED> (2.74)
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
