HEARTLAND EXPRESS INC
10-Q, 1998-11-12
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 September 30, 1998           Commission File No.    0-15087


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



             Nevada                                   93-0926999        
 (State or Other Jurisdiction of                   (I.R.S. Employer
 Incorporation or Organization)                  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 September 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
                     September 30, 1998 (unaudited) and
                     December 31, 1997                                    2-3
                  Consolidated statements of income
                     (unaudited) for the three and nine month
                     periods ended September 30, 1998 and 1997            4
                  Consolidated statements of cash flows
                     (unaudited) for the nine months ended
                     September 30, 1998 and 1997                          5
                  Notes to financial statements                           6

Item 2.           Management's discussion and analysis of
                     financial condition and results of
                     operations                                           7-10



                                     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 SUBSIDIARIES
              
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

          ASSETS                        SEPTEMBER 30,  DECEMBER 31,
                                            1998            1997
                                        -------------  ------------
                                         (Unaudited)     * (Note 1)
<S>                                      <C>           <C>
CURRENT ASSETS
        
   Cash and cash equivalents ........   $120,124,076   $ 76,240,422

   Trade receivables, less allowance:
   1998 $402,812; 1997 $491,971 .....     23,961,345     24,247,307

   Prepaid tires ....................      1,157,908      1,617,464

   Municipal bonds ..................     10,912,502     19,769,765

   Deferred income taxes ............     16,539,000     15,841,000

   Other current assets .............      1,704,216        280,243
                                        ------------   ------------
     Total current assets ...........   $174,399,047   $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 .......      1,448,548      1,351,440

   Revenue equipment ................    115,247,207    118,819,981
                                        ------------   ------------
                                        $132,276,274   $135,306,559
   Less accumulated depreciation
      & amortization ................     59,920,310     54,336,481
                                        ------------   ------------

   Property and equipment, net ......   $ 72,355,964   $ 80,970,078
                                        ------------   ------------

   OTHER ASSETS .....................   $  6,237,939   $  6,500,395
                                        ------------   ------------

                                        $252,992,950   $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
                                                   September 30,   December 31,
                                                        1998          1997
                                                   ------------   --------------
                                                    (Unaudited)      *(Note 1)
<S>                                                <C>            <C>
CURRENT LIABILITIES

   Accounts payable & accrued liabilities .........$ 10,672,135   $  8,857,820

   Compensation & benefits ........................   4,954,931      4,992,714

   Income taxes payable ...........................   5,155,644      4,224,150

   Insurance accruals .............................  36,009,865     34,671,707

   Other ..........................................   3,109,282      3,080,223
                                                   ------------   --------------

     Total current liabilities ....................$ 59,901,857   $ 55,826,614

DEFERRED INCOME TAXES .............................  14,598,000     15,901,000
                                                   ------------   --------------

                                                   $ 74,499,857   $ 71,727,614
                                                   ------------   --------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

   Capital stock:

   Preferred, $.01 par value; authorized

      5,000,000 share; none issured ...............$       --     $       --  

   Common, $.01 par value; authorized

      395,000,000 shares; issured and
         outstanding

      30,000,000 shares ...........................     300,000        300,000

   Additional paid in capital .....................   6,608,170      6,608,170

   Retained earnings .............................. 171,584,923    146,830,890
                                                   ------------   --------------

                                                   $178,493,093   $153,739,060
                                                   ------------   --------------

                                                   $252,992,950   $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 INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                         Three months ended              Nine months ended
                                                                         September 30, 1998              September 30, 1998

                                                                           1998            1997             1998             1997
                                                                    -----------   -------------    -------------    -------------
<S>                                                                 <C>           <C>              <C>              <C>
OPERATING REVENUE ...............................................   $65,015,412   $  70,179,846    $ 201,078,225    $ 195,448,551
                                                                    -----------   -------------    -------------    -------------

OPERATING EXPENSES:

   Salaries, wages, benefits ....................................   $12,386,792   $  13,478,023    $  39,354,435    $  36,071,129

   Rent and purchased transportation ............................    24,963,644      25,946,445       77,194,808       76,602,178

   Operations and maintenance ...................................     6,205,900       7,798,257       19,801,564       20,258,428

   Taxes and licenses ...........................................     1,531,871       1,645,831        4,592,104        4,401,443

   Insurance and claims .........................................     1,762,395       2,456,295        5,794,102        8,391,392

   Communications and utilities .................................       623,147         751,781        2,057,689        1,905,781

   Depreciation .................................................     4,504,616       4,787,204       13,748,242       11,437,215

   Other operating expenses .....................................     1,362,005       1,238,926        4,262,602        3,491,534

   (Gain) on sale of fixed assets ...............................          --            (6,739)        (332,255)         (32,519)
                                                                    -----------   -------------    -------------    -------------

                                                                    $53,340,370   $  58,096,023    $ 166,473,291    $ 162,526,581
                                                                    -----------   -------------    -------------    -------------

            Operating income ....................................   $11,675,042   $  12,083,823    $  34,604,934    $  32,921,970

   Interest income ..............................................     1,297,856         908,717        3,480,990        2,860,474

   Interest expense .............................................          --           (64,513)            --            (64,513)
                                                                    -----------   -------------    -------------    -------------

   Income before income taxes ...................................   $12,972,898   $  12,928,027    $  38,085,924    $  35,717,931

   Federal and state income taxes ...............................     4,542,309       4,525,214       13,331,891       12,957,481
                                                                    -----------   -------------    -------------    -------------

   Net income ...................................................   $ 8,430,589       8,402,813    $  24,754,033    $  22,760,450
                                                                    ===========   =============    =============    =============

   Earnings per common share:

       Basic earnings per share .................................   $      0.28   $        0.28    $        0.83    $        0.76
                                                                    ===========   =============    =============    =============

   Basic weighted average shares
     outstanding ................................................    30,000,000      30,000,000       30,000,000       30,000,000
                                                                    ===========   =============    =============    =============
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                      -4-
<PAGE>
                                                      
                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                       Nine months ended
                                                          September 30,
                                                      1998             1997
                                                  -------------    -------------
<S>                                               <C>              <C> 
OPERATING ACTIVITIES
   Net Income ................................... $ 24,754,033     $ 22,760,450
   Adjustments to reconcile to net cash
   provided by operating activities:
      Depreciation and amortization .............   14,594,332       11,868,268
      Deferred income taxes .....................   (2,001,000)      (3,254,500)
      Gain on sale of fixed assets ..............     (332,255)         (22,303)
      Changes in certain working capital items:
         Trade receivables ......................      285,962       (4,657,077)
         Other current assets ...................   (1,778,755)      (1,453,934)
         Prepaid expenses .......................      198,569          897,759
         Accounts payable and accrued expenses ..    3,727,948        7,279,887
         Accrued income tax .....................      931,494          452,539
                                                  -------------    -------------
      Net cash provided by operating activities   $ 40,380,328     $  33,871,089
                                                  -------------    -------------
INVESTING ACTIVITIES
   Proceeds from sale of prop. and equipment .... $    473,200     $     32,519
   Capital additions ............................   (5,506,006)     (22,598,157)
   Net sales of municipal bonds .................    8,857,263       19,198,983
   Other ........................................     (321,131)        (655,722)
                                                  -------------    -------------
   Net cash (used in) provided by
     investment activities ...................... $  3,503,326     $ (4,022,377)
                                                  -------------    -------------
FINANCING ACTIVITIES
   Principal payments on long-term notes ........ $        --      $(18,542,135)
                                                  -------------    -------------
     Net cash used in financing activities ...... $        --      $(18,542,135)
                                                  -------------    -------------
     Net increase in cash and cash equivalents .. $ 43,883,654     $ 11,306,577

CASH AND CASH EQUIVALENTS
     Beginning of year ..........................   76,240,422       59,593,468
                                                  -------------    -------------
     End of quarter ............................. $120,124,076     $ 70,900,045
                                                  =============    =============

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
   Cash paid during the period for:
     Interest ................................... $        --      $     64,513
     Income taxes ...............................   14,401,397       15,587,442
   Noncash investing activities:
     Book value of revenue equipment traded ..... $  6,897,781    $   1,002,703



<FN>
See accompanying notes to consolidated financial statements.
</FN>
</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 nine month
period ended  September 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 on Form 10-K for the year ended December 31, 1997.


Note 2.   Income Taxes

Income taxes for the three and nine month periods  ended  September 30, 1998 are
based on the Company's estimated effective tax rates. The rate for the three and
nine month periods ended September 30, 1998 was 35%. The rates for the three and
nine month periods ended September 30, 1997 were 35% and 36%, respectively.






















                                      -6-

<PAGE>

                                                             
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 nine
month periods  ended  September 30, 1998 compared with the same periods in 1997,
and the changes in financial condition through the third quarter of 1998.

Results of Operations:

Three Months Ended September 30, 1998 and 1997

Operating  revenue  decreased $5.2 million (7.4%), to $65.0 million in the third
quarter of 1998 from $70.2  million in the third  quarter of 1997.  The  revenue
decrease  was  attributable  primarily  to a  decrease  in  employee  driver and
independent contractor capacity.

Salaries, wages, and benefits decreased $1.1 million (8.1%), to $12.4 million in
the third  quarter of 1998 from $13.5 million in the third quarter of 1997. As a
percentage of revenue,  salaries,  wages and benefits decreased to 19.1% in 1998
from 19.2% in 1997.  This decrease is  attributable to a decrease in capacity of
employee drivers operating the Company's tractor fleet.

During  the  third  quarter  of 1998,  employee  drivers  accounted  for 44% and
independent contractors 56% of the total fleet miles, compared with 46% and 54%,
respectively,  in the third quarter of 1997.  Rent and purchased  transportation
decreased  $1.0 million  (3.8%),  to $25.0  million in the third quarter of 1998
from $26.0  million in the third  quarter of 1997.  As a percentage  of revenue,
rent and  purchased  transportation  increased to 38.4% in the third  quarter of
1998 from  37.0% in the third  quarter of 1997.  This  reflected  the  Company's
increased reliance upon independent contractors and a decrease in capacity.

Operations and maintenance decreased $1.6 million (20.4%) to $6.2 million in the
third  quarter  of 1998 from $7.8  million in the third  quarter  of 1997.  As a
percentage of revenue, operations and maintenance decreased to 9.5% in 1998 from
11.1% 1997.  This decrease is  attributable  to the  aforementioned  decrease in
capacity of employee drivers operating the Company's  tractor fleet.  Operations
and  maintenance  costs were also impacted by a decrease in fuel prices compared
to those experienced in the third quarter of 1997.

Taxes and licenses  decreased $0.1 million (6.9%),  to $1.5 million in the third
quarter of 1998 from $1.6 million in the third  quarter of 1997. As a percentage
of revenue,  taxes and licenses increased to 2.4% in 1998 from 2.3% in 1997. The
cost decrease was primarily attributable to the decrease in fleet capacity.

Insurance  and claims  decreased  $0.7 million  (28.2%),  to $1.8 million in the
third  quarter  of 1998 from $2.5  million in the third  quarter  of 1997.  As a
percentage  of  revenue,  insurance  and claims  decreased  to 2.7% in the third
quarter  of 1998 from 3.5% in the third  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 third quarter 1998
expense reflects the lessor severity of claims incurred.

Depreciation  decreased  $0.3 million  (5.9%) to $4.5  million  during the third
quarter of 1998 from $4.8 million in the third  quarter of 1997. As a percentage
of revenue,  depreciation  increased to 6.9% of revenue during the third quarter
of 1998 from 6.8% during the third quarter of 1997.  The decrease  resulted from
the decrease in the size of the Company owned tractor fleet.

Other  operating  expenses  increased $0.1 million (9.9%) to $1.3 million during
the third quarter of 1998 from $1.2 million during the third quarter of 1997. As
a percentage of revenue, other operating expenses increased to 2.1% in the third
quarter of 1998 from 1.8% in the third quarter of 1997. Other operating expenses
consists primarily of pallet cost, driver recruiting expense, and administrative
costs.
                                      -7-
<PAGE>
                                                                 
Interest  income  increased $0.4 (42.8%) to $1.3 million in the third quarter of
1998 from $0.9 million in the third 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% in both compared quarters.

As a result of the foregoing,  the Company's operating ratio (operating expenses
as a percentage of operating revenue) was 82.0% during the third quarter of 1998
compared  with 82.8% during the third  quarter of 1997.  Net income $8.4 million
for both compared quarters.

Nine Months Ended September 30, 1998 and 1997

Operating  revenue  increased $5.6 million (2.9%), to $201.0 million in the nine
months ended September 30, 1998 from $195.4 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 increased volume from
existing customers.

Salaries, wages, and benefits increased $3.3 million (9.1%), to $39.4 million in
the nine months ended September 30, 1998 from $36.1 million in the compared 1997
period. As a percentage of revenue,  salaries,  wages and benefits  increased to
19.6% in 1998 from 18.5% 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
increased  utilization  and  the  acquisition  of  A & M  Express  which  relies
primarily on employee drivers.  During the nine months ended September 30, 1998,
employee drivers accounted for 45% and independent  contractors 55% of the total
fleet miles, compared with 42% and 58%,  respectively,  in the 1997 period. Rent
and purchased  transportation increased $0.6 million (0.8%), to $77.2 million in
the nine months ended September 30, 1998 from $76.6 million in the compared 1997
period. As a percentage of revenue, rent and purchased  transportation decreased
to 38.4% in the nine months ended  September 30, 1998 from 39.2% in the compared
1997 period.  This reflected the Company's  decreased  reliance upon independent
contractors.

Operations and maintenance decreased $0.5 million (2.3%) to $19.8 million in the
nine months ended  September  30, 1998 from $20.3  million in the compared  1997
period. As a percentage of revenue, operations and maintenance decreased to 9.8%
of revenue in the nine months  ended  September  30, 1998 from 10.4%  during the
compared  1997  period.  The cost  decrease  was  effected by a decrease in fuel
prices and savings  associated  with the replacement of  company-owned  tractors
with newer, more efficient tractors.

Taxes and licenses  increased $0.2 million  (4.3%),  to $4.6 million in the nine
months ended  September  30, 1998 from $4.4 million in the compared 1997 period.
As a percentage of revenue,  taxes and licenses was 2.3% for both  periods.  The
cost increase was primarily attributable to the increase in fleet size

Insurance and claims decreased $2.6 million (31.0%), to $5.8 million in the nine
months ended  September  30, 1998 from $8.4 million in the compared 1997 period.
As a percentage of revenue,  insurance and claims  decreased to 2.9% in the nine
months ended September 30, 1998 from 4.3% 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 nine
months of 1998 expense reflects the lessor severity of claims incurred.
                                      -8-
<PAGE>
                                                           
Depreciation  increased  $2.3 million  (20.2%) to $13.7 million  during the nine
months ended  September 30, 1998 from $11.4 million in the compared 1997 period.
As a percentage of revenue, depreciation increased to 6.8% of revenue during the
nine months ended  September 30, 1998 from 5.9% during the compared 1997 period.
The increase  resulted  from the growth in the Company owned trailer and tractor
fleet.

Other operating  expenses  increased $0.8 million (22.1%) to $4.3 million during
the nine months ended  September 30, 1998 from $3.5 million  during the compared
1997 period. As a percentage of revenue,  other operating  expenses increased to
2.1% in the nine months ended  September 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 $0.6 (21.7%) to $3.5 million in the nine months ended
September 30, 1998 from $2.9 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 36.0% for the nine month periods
ended  September  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 82.8% during the nine months ended
September  30, 1998  compared  with 83.2% during the compared  1997 period.  Net
income  increased $2.0 million  (8.8%),  to $24.8 million during the nine months
ended September 30, 1998 from $22.8 million during the compared 1997 period. The
first nine 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 2.9 and no debt),  management  foresees no
barrier to obtaining  outside  financing,  if  necessary,  to continue  with its
growth plans.

During the nine months ended September 30, 1998, the Company  generated net cash
flow  from  operations  of  $40.4  million.  Net  cash  provided  by and used in
investing and financing  activities included $8.9 million net sales of municipal
bonds and $5.5 million for capital expenditures, primarily revenue equipment.

Working  capital at  September  30, 1998 was $114.5  million,  including  $131.0
million in cash,  cash  equivalents,  and  municipal  bonds.  These  investments
generated $3.5 million in interest income (primarily tax-exempt) during the nine
months ended September 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.
                                      -9-
<PAGE>
                                                                 
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 10Q.

Year 2000 Issue

The Company has completed a comprehensive review of its Year 2000 issues and has
completed its review of internal systems  (informational  technology  ("IT") and
non-IT).  The  majority  of the  Company's  application  software  programs  are
purchased from and maintained by vendors.

The  Company's  operational  system and software are Year 2000  compliant and is
currently in the testing  process.  The Company  estimates  the updates to other
internal  systems to be  approximately  90%  completed.  The  Company  presently
believes that with modifications and updates to existing  software,  the cost of
which  is not  material,  the  Year  2000  problem  will  not  pose  significant
operational problems for the Company's internal systems.

As a part of the Company's  comprehensive review, it is continuing to verify the
Year 2000  readiness  of third  parties  (vendors and  customers)  with whom the
Company has  material  relationships.  As the Company  continues  to monitor the
progress of its material  vendors and customers it will  formulate a contingency
plan at that point in time when the Company  does not believe a material  vendor
or customer will be compliant.



























                                      -10-
<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 third 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.
                                      -11-
<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.


                                                               

                                      -12-
<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





                                      -13-

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     (Replace this text with the legend)
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<NAME>                                         HEARTLAND EXPRESS, INC.          
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