HEARTLAND EXPRESS INC
10-Q, 1998-08-11
TRUCKING (NO LOCAL)
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934



                         For quarter ended June 30, 1998

                          Commission File No. 0-15087


                             HEARTLAND EXPRESS, INC.
             (Exact Name of Registrant as Specified in Its Charter)


      Nevada (State or Other Jurisdiction of Incorporation or Organization)
               
               93-0926999 (I.R.S. Employer Identification Number)




                 2777 Heartland Drive, Coralville, Iowa 52241 .
               (Address of Principal Executive Office) (Zip Code)



Registrant's telephone number, including area code  (319) 645-2728

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

             Yes         X                   No            .

At June 30, 1998,  there were 30,000,000  shares of the Company's $.01 par value
common stock outstanding.




<PAGE>




                                     PART I

                              FINANCIAL INFORMATION

                                                                      Page
                                                                     Number


Item 1.           Financial statements

                  Consolidated balance sheets
                     June 30, 1998 (unaudited and
                     December 31, 1997) ............................   2-3
                  Consolidated statements of income
                     (unaudited) for the three and six month
                     periods ended June 30, 1998 and 1997 ..........    4
                  Consolidated statements of cash flows
                     (unaudited) for the six months ended
                     June 30, 1998 and 1997 ........................    5
                  Notes to financial statements ....................    6

Item 2            Management's discussion and analysis of
                     financial condition and results of
                     operations ....................................   6-9



                                     PART II

                                OTHER INFORMATION



Item 1            Legal proceedings.................................    11

Item 2            Changes in securities.............................    11

Item 3            Defaults upon senior securities...................    11

Item 4            Submission of matters to a vote of................    11
                  security holders

Item 5.           Other information.................................    11

Item 6.           Exhibits and reports on Form 8-K..................   11-12








                                       -1-
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIAIRIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                       ASSETS
                                                        June 30,    December 31,
                                                          1998          1997
                                                     ------------   ------------
                                                      (Unaudited)    * (Note 1)
<S>                                                  <C>             <C>    
CURRENT ASSETS
    Cash and cash equivalents ....................   $101,493,444   $ 76,240,422
    Trade receivables, less allowance:
    1998 $429,677; 1997 $491,971 .................     23,415,457     24,247,307
    Prepaid Tires ................................      1,317,211      1,617,464
Municipal Bonds ..................................     17,770,292     19,769,765
    Deferred income taxes ........................     16,773,000     15,841,000
    Other current assets .........................      3,544,214        280,243
                                                     ------------   ------------
         Total current assets ....................   $164,313,618   $137,996,201
                                                     ------------   ------------
PROPERTY AND EQUIPMENT
    Land and land improvements ...................   $  3,830,779   $  3,936,843
    Buildings ....................................      9,214,397      9,215,477
    Furniture and fixtures .......................      2,535,343      1,982,818
    Shop and service equipment ...................      1,419,478      1,351,440
    Revenue equipment ............................    113,015,128    118,819,981
                                                     ------------   ------------
                                                     $130,015,125   $135,306,559
    Less accumulated depreciation & amortization .     55,995,243     54,336,481
                                                     ------------   ------------
    Property and equipment, net ..................   $ 74,019,882   $ 80,970,078
                                                     ------------   ------------
OTHER ASSETS .....................................   $  6,175,763   $  6,500,395
                                                     ------------   ------------
                                                     $244,509,263   $225,466,674
                                                     ============   ============

<FN>
*Note: See Note 1 of "Notes to Financial  Statements" for information  regarding
the December 31, 1997 balance sheet.
</FN>
</TABLE>
                                       -2-
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

LIABILITIES AND STOCKHOLDERS' EQUITY
                                                       June 30,     December 31,
                                                         1998           1997
                                                     ------------   ------------
<S>                                                  <C>            <C>    
CURRENT LIABILITIES ..............................    (Unaudited)      *(Note 1)
   Accounts payable & accrued liabilities ........   $ 10,240,277   $  8,857,820
   Compensation & benefits .......................      5,040,493      4,992,714
   Income taxes payable ..........................      5,609,054      4,224,150
   Insurance accruals ............................     35,658,726     34,671,707
   Other .........................................      3,260,209      3,080,223
                                                     ------------   ------------
         Total current liabilities ...............   $ 59,808,759   $ 55,826,614

DEFERRED INCOME TAXES ............................     14,638,000     15,901,000
                                                     ------------   ------------
                                                     $ 74,446,759   $ 71,727,614
                                                     ------------   ------------
COMMITMENTS AND CONTINGENCIES
STOCHOLDERS' EQUITY
    Capital Stock:
    Preferred, $.01 par value; authorized
         5,000,000 share; none issued ............   $       --     $       --
    Common, $.01 par value; authorized
         395,000,000 shares; issued and outstanding
         30,000,000 shares .......................        300,000        300,000
    Additional paid in capital ...................      6,608,170      6,608,170
    Retained earnings ............................    163,154,334    146,830,890
                                                     ------------   ------------
                                                     $170,062,504   $153,739,060
                                                     ------------   ------------
                                                     $244,509,263   $225,466,674
                                                     ============   ============
<FN>
*Note:  See Note 1 of "Notes to Financial Statements" for information
           regarding the December 31, 1997 balance sheet
</FN>
</TABLE>
                                       -3-
<PAGE>

                        
                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                       Three months ended               Six months ended
                                                             June 30,                        June 30,
                                                      1998            1997             1998             1997
                                                -------------    -------------    -------------    -------------
<S>                                             <C>              <C>              <C>              <C>           
OPERATING REVENUE ...........................   $  69,222,503    $  65,381,405    $ 136,062,813    $ 125,268,705
                                                -------------    -------------    -------------    -------------

OPERATING EXPENSES:
    Salaries, wages, benefits ...............   $  13,212,053    $  11,688,827    $  26,967,643    $  22,593,106
    Rent and purchased transportation .......      26,967,946       26,801,685       52,231,164       50,655,733
    Operations and maintenance ..............       6,675,135        6,276,055       13,595,664       12,460,171
    Taxes and licenses ......................       1,548,562        1,413,861        3,060,233        2,755,612
    Insurance and claims ....................       2,025,573        3,073,478        4,031,707        5,935,097
    Communications and utilities ............         661,364          520,913        1,434,542        1,156,861
    Depreciation ............................       4,580,527        3,345,012        9,243,626        6,647,150
    Other operating expenses ................       1,581,022        1,090,205        2,900,597        2,252,608
    (Gain) on sale of fixed assets ..........          (5,645)         (24,980)        (332,255)         (25,780)
                                                -------------    -------------    -------------    -------------
                                                $  57,246,537    $  54,185,056    $ 113,132,921    $ 104,430,558
                                                -------------    -------------    -------------    -------------
         Operating income ...................   $  11,975,966    $  11,196,349    $  22,929,892    $  20,838,147
    Interest income .........................       1,128,318        1,072,712        2,183,134        1,951,757
                                                -------------    -------------    -------------    -------------
    Income before income taxes ..............   $  13,104,284    $  12,269,061    $  25,113,026    $  22,789,904
    Federal and state income taxes (Note 3) .       4,586,522        4,539,695        8,789,582        8,432,267
                                                -------------    -------------    -------------    -------------
    Net income ..............................   $   8,517,762    $   7,729,366    $  16,323,444    $  14,357,637
                                                =============    =============    =============    =============
    Earnings per common share:
      Basic earnings per share ..............   $        0.28    $        0.26    $        0.54    $        0.48
                                                =============    =============    =============    =============
    Basic weighted average shares outstanding      30,000,000       30,000,000       30,000,000       30,000,000
                                                =============    =============    =============    =============
</TABLE>


                                       -4-

<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         Six months ended
                                                      June 30,         June 30,
                                                        1998            1997
                                                  -------------    -------------
<S>                                               <C>              <C>    
OPERATING ACTIVITIES
 Net Income ..................................... $  16,323,444    $ 14,357,637
  Adjustments to reconcile to net cash
  provided by operating activities:
   Depreciation and amortization ................     9,813,048       6,764,674
   Deferred income taxes ........................    (2,195,000)     (2,717,500)
   Gain on sale of fixed assets .................      (302,084)        (15,564)
   Changes in certain working capital items:
    Trade receivables ...........................       831,850      (4,246,505)
    Other current assets ........................    (4,007,738)     (1,484,429)
    Prepaid expenses ............................       410,060         409,169
    Accounts payable and accrued expenses .......     3,857,576       6,599,212
    Accrued income tax ..........................     1,384,904         617,933
                                                  -------------    -------------
      Net cash provided by operating activities . $  26,116,060    $ 20,284,627
                                                  -------------    -------------
INVESTING ACTIVITIES
    Proceeds from sale of prop. and equipment ...       473,200          25,780
    Purchase of property and equipment ..........    (3,271,285)     (5,685,831)
    Net redemption of municipal bonds ...........     1,999,473      21,015,532
    Other .......................................       (64,426)         12,871
                                                   -------------   -------------
    Net cash (used in) provided by investment 
     activities .................................  $    (863,038)  $ 15,368,352
                                                   -------------   -------------

      Net increase in cash and cash equivalents .  $  25,253,022   $ 35,652,979

CASH AND CASH EQUIVALENTS
    Beginning of year ...........................     76,240,422     59,593,468
                                                   -------------   -------------
    End of quarter ..............................  $ 101,493,444   $ 95,246,447
                                                   =============   =============

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
    Cash paid during the period for:
      Income taxes ..............................  $   9,599,678   $ 10,531,834
    Noncash investing activities:
      Book value of revenue equipment traded ....  $   5,900,477   $    340,884
</TABLE>
                                       -5-
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.   Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  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 and certain nonrecurring  accruals) considered necessary for
a fair  presentation  have been  included.  Operating  results for the six month
period ended June 30, 1998 are not  necessarily  indicative  of the results that
may be expected for the year ended December 31, 1998.  For further  information,
refer to the consolidated financial statements and footnotes thereto included in
the Heartland  Express,  Inc. and  Subsidiaries  ("Heartland"  or the "Company")
annual report of Form 10-K for the year ended December 31, 1997.

Note 2.   Acquisition

On July 14, 1997, the Company  acquired the outstanding  stock of A & M Express,
Inc.,  ("A & M") a Kingsport,  Tennessee  based  truckload  motor  carrier.  The
acquisition  was  accounted  for by the  purchase  method of  accounting.  A & M
Express, Inc., a dry van carrier that operates predominately in the eastern half
of the United  States,  reported gross  revenues for 1996 of  approximately  $28
million.

Note 3.   Income Taxes

Income taxes for the three and six month  periods  ended June 30, 1998 are based
on the Company's  estimated  effective tax rates. The rate for the three and six
month period ended June 30, 1998 and 1997 was 35% and 37%, respectively.

Item 2.   Management's Discussion and Analysis of Financial Condition and 
          Results of Operations.

The  following is a discussion of the results of operations of the three and six
month periods  ended June 30, 1998  compared with the same periods in 1997,  and
the changes in financial condition through the second quarter of 1998.

Results of Operations:

Three Months Ended June 30, 1998 and 1997

Operating  revenue increased $3.8 million (5.9%), to $69.2 million in the second
quarter of 1998 from $65.4  million in the second  quarter of 1997.  The revenue
increase  was  attributable  primarily  to the  Company's  acquisition  of A & M
Express,  Inc.,  expansion  of the  customer  base,  and  increased  volume from
existing customers.





                                      - 6 -
<PAGE>

Salaries,  wages, and benefits increased $1.5 million (13.0%),  to $13.2 million
in the second  quarter of 1998 from $11.7 million in the second quarter of 1997.
As a percentage of revenue,  salaries,  wages and benefits increased to 19.1% in
1998 from 17.9% in 1997.  An increase  in the  percentage  of  employee  drivers
operating  the  Company's  tractor  fleet and a  corresponding  decrease  in the
percentage  of the fleet  being  provided  by  independent  contractors  was the
primary  cause.  This  increase in employee  driver  miles was  attributable  to
internal growth and the  acquisition of A & M Express which relies  primarily on
employee drivers.

During  the second  quarter  of 1998,  employee  drivers  accounted  for 44% and
independent contractors 56% of the total fleet miles, compared with 40% and 60%,
respectively,  in the second quarter of 1997. Rent and purchased  transportation
increased  $0.2 million  (.6%),  to $27.0 million in the second  quarter of 1998
from $26.8  million in the second  quarter of 1997.  As a percentage of revenue,
rent and purchased  transportation  decreased to 39.0% in the second  quarter of
1998 from 41.0% in the second  quarter of 1997.  This  reflected  the  Company's
decreased reliance upon independent contractors.

Operations and  maintenance  increase $0.4 million (6.4%) to $6.7 million in the
second  quarter of 1998 from $6.3  million in the second  quarter of 1997.  As a
percentage  of revenue,  operations  and  maintenance  was 9.6% in both compared
quarters. This increase is attributable to the aforementioned increased reliance
on employee  drivers  operating the Company's  tractor fleet. The cost increases
associated  with  increased  reliance on  employee  drivers  were  effected by a
decrease in fuel prices  compared to those  experienced in the second quarter of
1997.

Taxes and licenses  increased $.1 million (9.5%),  to $1.5 million in the second
quarter of 1998 from $1.4 million in the second quarter of 1997. As a percentage
of revenue,  taxes and licenses  was 2.2% in both  compared  quarters.  The cost
increase was primarily attributable to the increase in fleet size.

Insurance  and claims  decreased  $1.0 million  (34.1%),  to $2.0 million in the
second  quarter of 1998 from $3.0  million in the second  quarter of 1997.  As a
percentage  of revenue,  insurance  and claims  decreased  to 2.9% in the second
quarter of 1998 from 4.7% in the second  quarter of 1997.  Insurance  and claims
expense  will vary as a percentage  of  operating  revenue from period to period
based on the frequency and severity of claims incurred in a given period as well
as changes in claims development trends. The decrease in the second quarter 1998
expense reflects the lessor severity of claims incurred.

Depreciation  increased  $1.2 million  (36.9%) to $4.6 million during the second
quarter of 1998 from $3.4 million in the second quarter of 1997. As a percentage
of revenue,  depreciation increased to 6.6% of revenue during the second quarter
of 1998 from 5.1% during the second quarter of 1997. The increase  resulted from
the growth in the Company owned trailer and tractor fleet.

Other operating  expenses  increased $0.5 million (45.0%) to $1.6 million during
the second  quarter of 1998 from $1.1 million during the second quarter of 1997.
As a percentage of revenue,  other operating  expenses  increased to 2.3% in the
second quarter of 1998 from 1.7% in the second quarter of 1997.  Other operating
expenses  consists  primarily of pallet cost,  driver  recruiting  expense,  and
administrative costs.

Interest  income  increased $0.1 (5.2%) to $1.1 million in the second quarter of
1998 from $1.0 million in the second quarter of 1997. This increase is primarily
attributable to the increase in cash, cash equivalents, and municipal bonds.

The Company's effective tax rate was 35.0% and 37.0% for the three month periods
ended  June  30,  1998  and  1997,  respectively.  This  decrease  is  primarily
attributable to the increase in tax-exempt interest earned.




                                      - 7 -

<PAGE>

As a result of the foregoing,  the Company's operating ratio (operating expenses
as a  percentage  of operating  revenue) was 82.7% during the second  quarter of
1998 compared with 82.9% during the second quarter of 1997. Net income increased
$0.8 million  (10.2%),  to $8.5 million  during the second  quarter of 1998 from
$7.7 million during the second quarter of 1997.

Six Months Ended June 30,  1998 and 1997

Operating  revenue  increased $10.8 million (8.6%), to $136.1 million in the six
months ended June 30, 1998 from $125.3 million in the compared 1997 period.  The
revenue increase was attributable  primarily to the Company's acquisition of A &
M Express,  Inc.,  expansion of the  customer  base,  and  increase  volume from
existing customers.

Salaries,  wages, and benefits increased $4.4 million (19.4%),  to $27.0 million
in the six months ended June 30, 1998 from $22.6  million in the  compared  1997
period. As a percentage of revenue,  salaries,  wages and benefits  increased to
19.8% in 1998 from 18.0% in 1997.  An  increase  in the  percentage  of employee
drivers  operating the Company's  tractor fleet and a corresponding  decrease in
the percentage of the fleet being provided by  independent  contractors  was the
primary  cause.  This  increase in employee  driver  miles was  attributable  to
internal growth and the  acquisition of A & M Express which relies  primarily on
employee  drivers.  During the six months ended June 30, 1998,  employee drivers
accounted  for 45% and  independent  contractors  55% of the total fleet  miles,
compared with 40% and 60%, respectively,  in the 1997 period. Rent and purchased
transportation increased $1.6 million (3.1%), to $52.2 million in the six months
ended  June 30,  1998 from $50.6  million  in the  compared  1997  period.  As a
percentage of revenue, rent and purchased  transportation  decreased to 38.4% in
the six months ended June 30, 1998 from 40.4% in the compared 1997 period.  This
reflected the Company's decreased reliance upon independent contractors.

Operations and maintenance increased $1.1 million (9.1%) to $13.6 million in the
six months ended June 30,1998 from $12.5 million in the compared 1997 period. As
a  percentage  of revenue,  operations  and  maintenance  increased  to 10.0% of
revenue in the six months ended June 30, 1998 from 9.9% during the compared 1997
period.  This increase is attributable to the aforementioned  increased reliance
on employee  drivers  operating the Company's  tractor fleet. The cost increases
associated  with  increased  reliance on  employee  drivers  were  effected by a
decrease in fuel prices compared to those experienced in the first six months of
1997.

Taxes and licenses  increased $0.3 million  (11.1%),  to $3.1 million in the six
months ended June 30, 1998 from $2.8 million in the compared  1997 period.  As a
percentage of revenue,  taxes and licenses was 2.2% for both  periods.  The cost
increase was primarily attributable to the increase in fleet size.

Insurance and claims decreased $1.9 million (32.1%),  to $4.0 million in the six
months ended June 30, 1998 from $5.9 million in the compared  1997 period.  As a
percentage of revenue,  insurance and claims decreased to 3.0% in the six months
ended June 30, 1998 from 4.7% in the compared 1997 period.  Insurance and claims
expense  will vary as a percentage  of  operating  revenue from period to period
based on the frequency and severity of claims incurred in a given period as well
as changes in claims development trends. The decrease in the first six months of
1998 expense reflects the lessor severity of claims incurred.

Depreciation  increased  $2.6  million  (39.1%) to $9.2  million  during the six
months ended June 30, 1998 from $6.6 million in the compared  1997 period.  As a
percentage of revenue,  depreciation increased to 6.8% of revenue during the six
months  ended June 30,  1998 from 5.3%  during the  compared  1997  period.  The
increase  resulted  from the growth in the  Company  owned  trailer  and tractor
fleet.


                                      - 8 -

<PAGE>

Other operating  expenses  increased $0.6 million (28.8%) to $2.9 million during
the six months  ended June 30, 1998 from $2.3 million  during the compared  1997
period. As a percentage of revenue,  other operating  expenses increased to 2.1%
in the six months  ended June 30, 1998 from 1.8% in the  compared  1997  period.
Other operating  expenses  consists  primarily of pallet cost, driver recruiting
expense, and administrative costs.

Interest  income  increased $0.2 (11.9%) to $2.2 million in the six months ended
June 30, 1998 from $2.0 million in the compared  1997 period.  This  increase is
primarily attributable to the increase in cash, cash equivalents,  and municipal
bonds.

The  Company's  effective tax rate was 35.0% and 37.0% for the six month periods
ended  June  30,  1998  and  1997,  respectively.  This  decrease  is  primarily
attributable to the increase in tax-exempt interest earned.

As a result of the foregoing,  the Company's operating ratio (operating expenses
as a percentage of operating revenue) was 83.1% during the six months ended June
30,  1998  compared  with 83.4%  during the  compared  1997  period.  Net income
increased  $2.0 million  (13.7%),  to $16.3 million  during the six months ended
June 30, 1998 from $14.3 million during the compared 1997 period.  The first six
months of 1998 net income included a $0.3 million gain recognized on a parcel of
land sold.

Liquidity and Capital Resources

The growth of the Company's business has required significant investments in new
revenue  equipment.  Historically  the  Company  has been  debt-free,  financing
revenue  equipment  through cash flow from operations.  The Company also obtains
tractor capacity by utilizing independent contractors, who provide a tractor and
bear all associated  operating and financing  expenses.  The Company  expects to
finance  further  growth  in its  company-owned  fleet  through  cash  flow from
operations and cash equivalents currently on hand. Based on the Company's strong
financial position (current ratio of 2.75 and no debt),  management  foresees no
barrier to obtaining  outside  financing,  if  necessary,  to continue  with its
growth plans.

During the six months ended June 30, 1998,  the Company  generated net cash flow
from  operations  of $26.1  million.  Net cash used in investing  and  financing
activities  included $2.0 million net  redemptions  of municipal  bonds and $3.3
million for capital expenditures, primarily revenue equipment.

Working capital at June 30, 1998 was $104.5 million, including $119.3 million in
cash, cash equivalents,  and municipal bonds.  These investments  generated $2.2
million in interest income  (primarily  tax-exempt)  during the six months ended
June 30, 1998.  The  Company's  policy is to purchase only  investment  quality,
highly liquid investments.

Forward Looking Information

Statements by the Company in reports to its stockholders and public filings,  as
well as oral public  statements by Company  representatives  may contain certain
forward looking  information that is subject of certain risks and  uncertainties
that could  cause  actual  results to differ  materially  from those  projected.
Without limitation, these risks and uncertainties include economic recessions or
downturns in customer's  business cycles,  excessive increase in capacity within
truckload markets,  decreased demand for transportation  services offered by the
Company, rapid inflation and fuel price increases,  increases in interest rates,
and the availability and compensation of qualified  drivers and owner operators.
Readers should review and consider the various  disclosures  made by the Company
in its reports to stockholders and periodic reports on Form 10-K and 10-Q.




                                      - 9 -
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1.           Legal Proceedings
                  Not applicable

Item 2.           Changes in securities
                  Not applicable

Item 3.           Defaults upon senior securities
                  Not applicable

Item 4.           Submission of matters to a vote of security holders
                  Not applicable

Item 5.           Other information
                  Not applicable

Item 6.           Exhibits and reports on Form 8-K 
                  None filed during the second quarter of 1998.

                                                           Page of Method of
Exhibit No.                   Document                           Filing

   3.1               Articles of Incorporation         Incorporated by Reference
                                                       to the Company's 
                                                       registration statement on
                                                       Form S-1, Registration 
                                                       No. 33-8165, effective
                                                       November 5, 1986.

   3.2               Bylaws                            Incorporated by Reference
                                                       to the Company's 
                                                       registration statement on
                                                       form S-1, Registration 
                                                       No.33-8165, effective
                                                       November 5, 1986.

   3.3               Certificate of Amendment To       Incorporated by Reference
                     Articles of Incorporation         to the Company's form
                                                       10-QA, for the quarter
                                                       ended June 30, 1997,
                                                       dated March 26, 1998.

   4.1               Articles of Incorporation         Incorporated by Reference
                                                       to the Company's
                                                       registration statement on
                                                       form S-1 Registration No.
                                                       33-8165, effective
                                                       November 5, 1986.

                                      -10-
<PAGE>

   4.2               Bylaws                            Incorporated by Reference
                                                       to the Company's 
                                                       registration statement on
                                                       form S-1, Registration 
                                                       No. 33-8165, effective
                                                       November 5, 1986.

   4.3               Certificate of Amendment to       Incorporated by Reference
                     Articles of Incorporation         to the Company's Form
                                                       10-QA, for the quarter
                                                       ended June 30, 1997, 
                                                       dated March 26, 1998.

   9.1               Voting Trust Agreement dated      Incorporated by Reference
                     June 6, 1997 among the Gerdin     to the Company's
                     Educational Trusts and Larry      Form 10-K for the year
                     Crouse voting trustee.            ended December 31, 1997.
                                                       Commission file no.
                                                       0-15087.

  10.1               Business Property Lease           Incorporated by Reference
                     between Russell A. Gerdin         to the Company's Form
                     as Lessor and the Company         10-K for the year ended
                     as Lessee, regarding the          December 31, 1996.
                     Company's headquarters at         Commission file no.
                     2777 Heartland Drive              0-15087, dated
                     Coralville, Iowa 52241            March 27, 1997.

  10.2               Form of Independent Contractor    Incorporated by Reference
                     Operating Agreement between the   to the Company's Form
                     Company and its independent       10-K for the year ended
                     contractor providers of tractors  December 31, 1993.
                                                       Commission file no.
                                                       0-15087.

  10.3               Description of Key Management     Incorporated by Reference
                     Deferred Incentive Compensation   to the Company's Form
                     Arrangement                       10-K for the year ended
                                                       December 31, 1993.
                                                       Commission file no.
                                                       0-15087.

  21                 Subsidiaries of the Registrant    Incorporated by Reference
                                                       to the Company's Form
                                                       10-K for the year ended
                                                       December 31, 1997.
                                                       Commission file no.
                                                       0-15087.

  27                 Financial Data Schedule           Filed herewith.


                                      -11-
<PAGE>



                                   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 EXPRESS, INC.

BY: /s/  John P. Cosaert                            
   ------------------------  
       JOHN P. COSAERT
       Vice-President
    Finance and Treasurer





                                      -12-

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<CIK>                         0000799233
<NAME>                        HEARTLAND EXPRESS, INC.
       
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