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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:
September 30, 1999 333-67107
HEARTLAND BANCSHARES, INC.
- -------------------------------------------------------------------------------
(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.)
245 U.S. 27 North, Sebring, Florida 33870
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (941) 386-1300
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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 652,030
- ------------------------------------ --------------------------------------
Class Outstanding as of November 8, 1999
Transitional Small Business Disclosure Format:
Yes [ ] No [X]
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HEARTLAND BANCSHARES, INC.
I N D E X
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of September 30, 1999 ......................................................... 1
Statements of Operations for the Three Months and
Nine Months Ended September 30, 1999 ...................................................... 2
Statement of Shareholders' Equity for the
Nine Months Ended September 30, 1999 ...................................................... 3
Statement of Cash Flows for the Nine Months
Ended September 30, 1999 .................................................................. 4
Notes to Financial Statements .................................................................. 5
Item 2. Management's Discussion and Analysis............................................................ 6
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds ...................................................... 8
Item 6. Exhibits and Reports on Form 8-K................................................................ 9
</TABLE>
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
HEARTLAND BANCSHARES, INC.
BALANCE SHEET
September 30, 1999
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<S> <C>
ASSETS
Cash and due from banks $ 1,444,420
Federal funds sold 9,560,000
-----------
Total cash and cash equivalents 11,004,420
Securities available for sale 180,000
Loans:
Commercial 311,850
Consumer 71,616
-----------
383,466
Less: Allowance for loan losses (9,070)
-----------
Net loans 374,396
-----------
Premises and equipment - net 2,290,134
Other assets 157,958
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TOTAL ASSETS $14,006,908
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest bearing demand $ 908,249
Interest bearing demand 4,896,935
Time certificates under $100,000 693,722
Time certificates $100,000 and over 1,150,000
-----------
Total Deposits 7,648,906
Other liabilities 37,475
-----------
Total Liabilities 7,686,381
Shareholders' Equity:
Common stock, $.10 par value stock; 10,000,000
shares authorized; 652,030 shares issued
and outstanding 65,203
Additional paid in capital 6,437,152
Retained earnings (deficit) (181,828)
-----------
Total Shareholders' Equity 6,320,527
-----------
TOTAL LIABILITIES AND ACCUMULATED DEFICIT $14,006,908
===========
</TABLE>
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HEARTLAND BANCSHARES, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Nine Months
Ended Quarter Ended
September 30, 1999 September 30, 1999
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<S> <C> <C>
INTEREST INCOME
Loans $ 911 $ 911
Federal funds sold 120,387 77,524
Securities available for sale 690 690
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121,988 79,125
INTEREST EXPENSE
Deposits 6,526 6,526
Borrowings 19,734 6,264
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26,260 12,790
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Net interest income 95,728 66,335
Less loan loss provision 9,070 9,070
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Net interest income after
loan loss provision 86,658 57,265
NON INTEREST INCOME 1,386 1,386
NON INTEREST EXPENSE
Salaries and benefits 209,533 143,317
Occupancy 3,178 3,178
Furniture and equipment 5,539 5,539
Other operating costs 63,953 44,194
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282,203 196,228
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Loss before income taxes (194,159) (137,577)
Income tax benefit 108,000 108,000
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Net Loss $ (86,159) $ (29,577)
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Net Loss Per Share $ (1.24) $ (.16)
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Average Shares
Outstanding 69,621 180,812
========== ==========
</TABLE>
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HEARTLAND BANCSHARES, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
Nine Months Ended September 30, 1999
<TABLE>
<CAPTION>
Additional Retained
Common Paid in Earnings
Stock Capital (Deficit) Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
BALANCE,
December 31, 1998 $ 100 $ 9,900 $ (95,669) $ (85,669)
Issuance of 13,500
shares at $10 per
share 1,350 133,650 -- 135,000
Issuance of 637,530
shares at $10 per
share, less offering
costs 63,753 6,293,602 -- 6,357,355
Net loss for the
nine months ended
September 30, 1999 -- -- (86,159) (86,159)
----------- ----------- ----------- -----------
BALANCE,
September 30, 1999 $ 65,203 $ 6,437,152 $ (181,828) $ 6,320,527
=========== =========== =========== ===========
</TABLE>
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HEARTLAND BANCSHARES, INC.
STATEMENT OF CASH FLOWS
Nine Months Ended September 30, 1999
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (86,159)
Adjustments to reconcile net loss to net cash
used in operating activities:
Deferred tax benefit (108,000)
Depreciation and amortization 10,875
Loan loss provision 9,070
Changes in other accounts
Interest receivable (3,611)
Interest payable 4,946
Net change in other accounts (31,141)
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NET CASH USED IN OPERATING ACTIVITIES (204,020)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of premises and equipment (1,652,359)
Loans (383,466)
Securities available for sale (180,000)
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(2,215,825)
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CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 6,492,355
Deposits 7,648,906
Repayment of line of credit (737,875)
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13,403,386
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Net change in Cash and Cash Equivalents 10,983,541
CASH AND CASH EQUIVALENTS
Beginning of period 20,879
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End of period $ 11,004,420
============
</TABLE>
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HEARTLAND BANCSHARES, INC.
NOTE TO FINANCIAL STATEMENTS
Nine Months Ended September 30, 1999
NOTE A - ORGANIZATION AND BASIS OF PRESENTATION
Organization:
Heartland Bancshares, Inc. (the Company) was formed August 3,
1998. From that date until September 7, 1999, the Company's
activities were devoted entirely to the organization of a
wholly owned subsidiary, Heartland National Bank, to serve
the public as a full service commercial bank in Sebring,
Florida.
Pursuant to the receipt of final approval from the Office of
the Comptroller of the Currency and the Federal Deposit
Insurance Corporation, the Bank opened for business September
7, 1999, and presently operates from its Sebring headquarters
and branch office in Lake Placid, Florida.
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 Bank's financial results have been made.
Operating results for the three months and the nine months
ended September 30, 1999 are not indicative of the results
that may be expected for the year ending December 31, 1999.
5
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Heartland Bancshares, Inc. (the "Company") was incorporated in Florida
on August 3, 1998 to become a bank holding company and to own and control all
of the outstanding shares of Heartland National Bank, a de novo bank with
offices in Sebring and Lake Placid, Florida (the "Bank"). In its public
offering, which was completed on July 5, 1999, the Company sold and issued
637,530 shares of its $.10 par value common stock at a price of $10.00 per
share. Proceeds from the stock offering amounted to approximately $6,328,993,
net of selling expenses. See "Part II-Changes in Securities and Use of
Proceeds." The Company used $6.0 million of these net proceeds to purchase 100%
of the Bank's common stock immediately prior to commencement of banking
operations on September 7, 1999.
The Company believes that the proceeds of the offering will satisfy
the cash requirements of the Company and the Bank for their respective initial
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 proceeds of the offering.
Financial Condition
Management continuously monitors the financial condition of the Bank
in order to protect depositors, increase retained earnings and protect current
and future earnings. Further discussion of significant items affecting the
Bank's financial condition are discussed in detail below.
Asset Quality
A major key to long-term earnings growth is the maintenance of a
high-quality loan portfolio. The Bank's directive in this regard is carried out
through its policies and procedures for extending credit to the Bank's
customers. The goal and result of these policies and procedures is to provide a
sound basis for a new credit extensions and an early recognition of problem
assets to allow the most flexibility in their timely disposition.
Because principal banking operations commenced on September 7, 1999,
management is not yet in a position to determine the composition of
non-performing assets. Additions to the allowance for loan losses will be made
periodically to maintain the allowance at an appropriate level based upon
management's analysis of potential risk in the loan portfolio. The amount of
the loan loss provision is determined by an evaluation of the level of loans
outstanding, the level of non-performing loans, historical loan loss
experience, delinquency trends, the amount of actual losses charged to the
reserve in a given period, and assessment of present and anticipated economic
conditions.
Liquidity and Sources of Capital
A bank's liquidity position reflects its ability to meet all deposit
withdrawals immediately, while also providing for the credit needs of
customers. The September 30, 1999 financial statements evidence a satisfactory
liquidity position for the Bank as total cash and cash equivalents amounted to
$11.0 million, representing 78.6% of total assets. Investment securities
amounted to $180,000, representing 1.3% of total assets. These securities
provide a secondary source of liquidity since they can be converted into cash
in a timely manner. The Bank's ability to maintain and expand its deposit base
and borrowing capabilities is also a source of liquidity. The Bank's management
closely monitors and maintains appropriate levels of interest earning assets
and interest bearing liabilities so that maturities of assets are such that
adequate funds are provided to meet customer withdrawals and loan demand. There
are no trends, demands, commitments, events or uncertainties that will result
in, or are reasonably likely to result in, the Bank's liquidity increasing or
decreasing in any material way.
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Management is committed to maintaining capital at a level sufficient
to protect depositors, provide for reasonable growth, and fully comply with all
regulatory requirements. Management's strategy to achieve this goal is to
retain sufficient earnings while providing a reasonable return on equity. The
Bank maintains an adequate level of capitalization as measured by the following
capital ratios and the respective minimum capital requirements by the Bank's
primary regulator, the OCC.
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Minimum
September 30, regulatory
Bank 1999 requirement
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Tier 1 Capital 118.5% 4.0%
Tier 2 Capital 0.2% --
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Total risk-based capital ratio 118.7% 8.0%
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Leverage ratio 63.6% 3.0%
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Company - Consolidated
----------------------
Tier 1 Capital 130.3% 4.0%
Tier 2 Capital 0.2% --
----- ---
Total risk-based capital ratio 130.5% 8.0%
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Leverage ratio 94.1% 4.0%
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</TABLE>
Results Of Operations
The Company's only activity since its inception has been the
establishment of its sole subsidiary, the Bank. As the Bank commenced business
on September 7, 1999, a meaningful discussion of the Company's results of
operations is not possible at this time.
The Company is not aware of any current recommendation by the
regulatory authorities which, if implemented, would have a material effect on
the Company's liquidity, capital resources, or results of operations.
Year 2000
A critical issue affecting businesses such as the Company and Bank
that rely extensively on electronic data processing systems is the Year 2000
issue. The Year 2000 issue has arisen due to the widespread use of computer
programs that rely on two-digit date codes to perform computations or
decision-making functions. Many of these programs may fail as a result of their
inability to properly interpret date codes beginning January 1, 2000. For
example, such programs may misinterpret "00" as the year 1900 rather than 2000.
In addition, some equipment being controlled by microprocessor chips may not
deal appropriately with the year "00." This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions or engage in similar
normal business activities.
7
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As the Company has purchased all of its data processing system
equipment during 1999, the Company has been able to address Year 2000
compliance issues in conjunction with its initial purchase and installation of
such equipment. The Company has reviewed, and believes that it has complied
with, the Year 2000 guidelines set forth by the OCC, FRB and the FFIEC. The
Bank uses a third-party vendor for processing its primary banking applications,
which has assured the Company that its systems are Year 2000 compliant now or
will be well in advance of the Year 2000. The Company believes that its
systems, those of the Bank and of the Bank's data processing vendor are
currently Year 2000 compliant and does not believe that material expenditures
will be necessary to implement any further modifications. However, there can be
no assurance that unforeseen difficulties or costs will not arise. In addition,
there can be no assurance that the systems of other companies on which the
Company's systems rely, such as the Bank's data processing vendor, will be
modified on a timely basis, or that the failure by another company to properly
modify its systems will not negatively impact the Company's systems or
operations. The Bank has developed a contingency plan, focusing on manual
processing of transactions, to enable its customers to be served in the event
of a crisis. The Year 2000-oriented contingency plan will supplement the
all-purpose disaster plan currently in place.
Cautionary Note Regarding 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 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 2. Changes in Securities and Use of Proceeds.
On February 5, 1999, the Company commenced an initial public offering
of its common stock, $.10 par value per share. The shares of the common stock
sold in the offering were registered under the Securities Act of 1933, as
amended, on a Registration Statement on Form SB-2, Registration No. 333-67107
(the "Registration Statement"). The Registration Statement, which registered
650,000 shares of the Common Stock, was declared effective by the Securities
and Exchange Commission on February 5, 1999. The offering terminated on July 5,
1999 after the Company had sold 637,530 shares of the common stock registered
under the Registration Statement. Each share of the common stock was offered at
a price to the public of $10.00 for an aggregate offering price of $6.5
million.
8
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As set forth in the table below, from the effective date of the
Registration Statement to July 5, 1999, the Company paid aggregate expenses of
approximately $46,300 in connection with the offering. All of the amounts shown
in the table are estimated except for the Securities and Exchange Commission
registration fee. None of the amounts shown were paid directly or indirectly to
any director, officer or general partner of the Company, or any of their
associates, or to any persons owning 10% or more of any class of equity
securities of the Company, or an affiliate of the Company.
<TABLE>
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SEC registration fee................................................. $ 1,807
Blue sky qualification fees and expenses............................. 1,500
Printing and engraving expenses...................................... 13,000
Legal fees and expenses.............................................. 20,000
Accounting fees and expenses......................................... 2,000
Mailing and distribution............................................. 6,000
Miscellaneous........................................................ 2,000
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Total................................................................ $46,307
=======
</TABLE>
After deducting the offering expenses described above, net proceeds to
the Company from the offering were approximately $6,328,993. Of this amount,
the Company used $6,000,000 to purchase 100% of the issued and outstanding
capital stock of the Bank and the remaining $328,993 has been used to repay
expenses incurred in the organization of the Company as well as to provide
general working capital. None of the net proceeds of the offering were paid
directly or indirectly to any director, officer, general partner of the
Company, or any of their associates, or to any persons owning 10% or more of
any class of equity securities of the Company, or to an affiliate of the
Company.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. The following exhibit is filed with this Report.
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Exhibit No. Description
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<S> <C>
27.1 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 September 30, 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.
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Date: November 10, 1999 By: /s/ James C. Clinard
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James C. Clinard, President and Chief Executive Officer
(principal executive officer)
Date: November 10, 1999 By: /s/ Donald N. Abbott
--------------------------------------------------------
Donald N. Abbott, Chief Financial Officer
(principal financial and accounting officer)
</TABLE>
9
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<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS OF HEARTLAND BANCSHARES, INC. DATED SEPTEMBER
30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,444
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 9,560
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 180
<INVESTMENTS-MARKET> 180
<LOANS> 383
<ALLOWANCE> (9)
<TOTAL-ASSETS> 14,007
<DEPOSITS> 7,649
<SHORT-TERM> 0
<LIABILITIES-OTHER> 37
<LONG-TERM> 0
0
0
<COMMON> 65
<OTHER-SE> 6,256
<TOTAL-LIABILITIES-AND-EQUITY> 14,007
<INTEREST-LOAN> 1
<INTEREST-INVEST> 1
<INTEREST-OTHER> 120
<INTEREST-TOTAL> 122
<INTEREST-DEPOSIT> 7
<INTEREST-EXPENSE> 26
<INTEREST-INCOME-NET> 96
<LOAN-LOSSES> 9
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 282
<INCOME-PRETAX> (194)
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (86)
<EPS-BASIC> (1.24)
<EPS-DILUTED> (1.24)
<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> 9
<ALLOWANCE-DOMESTIC> 9
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
