HEARTLAND EXPRESS INC
10-Q, 1999-08-11
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, 1999            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 Driver, 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, 1999,  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, 1999 (unaudited) and
            December 31, 1998                                             2 - 3
           Consolidated statements of income
            (unaudited) for the three and six  month
            periods ended June 30, 1999 and 1998                            4
           Consolidated statements of cash flows
            (unaudited) for the six months ended
            June 30, 1999 and 1998                                          5
           Notes to financial statements                                    6

Item 2.    Management's discussion and analysis of
            financial condition and results of
            operations                                                    7 - 12


                                     PART II

                                OTHER INFORMATION


Item 1.    Legal proceedings                                               13

Item 2.    Changes in securities                                           13

Item 3.    Defaults upon senior securities                                 13

Item 4.    Submission of matters to a vote of                              13
           security holders

Item 5.    Other information                                               13

Item 6.    Exhibits and reports of Form 8-K                              13 - 15



                                       1
<PAGE>






                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                    ASSETS                              JUNE 30,    DECEMBER 31,
                                                          1999         1998
                                                     ------------   ------------
                                                      (Unaudited)
<S>                                                  <C>            <C>
CURRENT ASSETS

  Cash and cash equivalents ......................  $ 160,052,857  $ 143,434,594

  Trade receivables, less allowance:
  1999 and 1998 $402,812..........................     23,550,711     21,391,206

  Prepaid tires ..................................      1,088,208      1,039,405

  Deferred income taxes ..........................     16,035,000     16,082,000

  Other current assets ...........................      2,204,790        306,142
                                                                                                   ------------   ------------

          Total current assets ...................  $ 202,931,566  $ 182,253,347
                                                                                                   ------------   ------------

PROPERTY AND EQUIPMENT

  Land and land improvements .....................  $   3,830,779  $   3,830,779

  Buildings ......................................      9,264,397      9,214,397

  Furniture and fixtures .........................      2,611,166      2,535,343

  Shop and service equipment .....................      1,428,129      1,444,764

  Revenue equipment ..............................    116,451,652    112,162,731
                                                     ------------   ------------

                                                    $ 133,586,123  $ 129,188,014

  Less accumulated depreciation & amortization ...     65,946,080     60,618,544
                                                     ------------   ------------

  Property and equipment, net ....................  $  67,640,043  $  68,569,470
                                                     ------------   ------------

  OTHER ASSETS ...................................  $   5,584,665  $   6,005,191
                                                     ------------   ------------

                                                    $ 276,156,274  $ 256,828,008
                                                     ============   ============

</TABLE>

                                       2
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

LIABILITIES AND STOCKHOLDERS' EQUITY
                                                       JUNE 30,     December 31,
                                                         1999           1998
                                                     ------------   ------------
                                                      (Unaudited)
<S>                                                   <C>            <C>
CURRENT LIABILITIES

  Accounts payable & accrued liabilities ..........  $ 10,853,905   $  7,615,143

  Compensation & benefits .........................     5,198,209      4,431,905

  Income taxes payable ............................     4,364,081      3,578,501

  Insurance accruals ..............................    34,498,187     35,503,314

  Other ...........................................     2,781,150      3,135,232
                                                     ------------   ------------

    Total current liabilities .....................  $ 57,695,532   $ 54,264,095
                                                     ------------   ------------

DEFERRED INCOME TAXES .............................  $ 15,532,000   $ 15,716,000
                                                     ------------   ------------


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; issued and outstanding

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

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

  Retained earnings ...............................   196,020,572    179,939,743
                                                     ------------   ------------

                                                     $202,928,742   $186,847,913
                                                     ------------   ------------

                                                     $276,156,274   $256,828,008
                                                     ============   ============
</TABLE>

                                       3
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

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

                                                  Three months ended          Six months ended
                                                       June 30,                   June 30,

                                                1999          1998          1999            1998
                                            ------------  ------------  ------------  -------------

<S>                                         <C>           <C>           <C>           <C>
OPERATING REVENUE ......................... $ 66,094,335  $ 69,222,503  $129,191,440  $136,062,813
                                            ------------  ------------  ------------  -------------

OPERATING EXPENSES:

   Salaries, wages, benefits .............. $ 14,718,890  $ 13,212,053  $ 28,833,872  $ 26,967,643

   Rent and purchased transportation ......   23,697,084    26,967,946    46,462,729    52,231,164

   Operations and maintenance .............    7,028,891     6,675,135    13,614,398    13,595,664

   Taxes and licenses .....................    1,494,517     1,548,562     2,865,576     3,060,233

   Insurance and claims ...................    1,456,670     2,025,573     3,229,921     4,031,707

   Communications and utilities ...........      655,421       661,364     1,307,329     1,434,542

   Depreciation ...........................    4,056,077     4,580,527     8,124,155     9,243,626

   Other operating expenses ...............    1,503,783     1,581,022     3,111,884     2,900,597

   (Gain) on sale of fixed assets .........         --          (5,645)         --        (332,255)
                                            ------------  ------------   -----------  ------------

                                            $ 54,611,333  $ 57,246,537  $107,549,864  $113,132,921
                                            ------------  ------------  ------------  ------------

               Operating income ........... $ 11,483,002  $ 11,975,966  $ 21,641,576  $ 22,929,892

   Interest income ........................    1,519,293     1,128,318     2,998,321     2,183,134
                                            ------------  ------------  ------------  ------------

   Income before income taxes ............  $ 13,002,295  $ 13,104,284  $ 24,639,897  $ 25,113,026

   Federal and state income taxes ........     4,485,791     4,586,522     8,559,068     8,789,582
                                            ------------  ------------  ------------  ------------

   Net income ............................  $  8,516,504     8,517,762  $ 16,080,829  $ 16,323,444
                                            ============  ============  ============  ============

   Earnings per common share:

       Basic earnings per share ..........  $       0.28  $       0.28  $       0.54  $       0.54
                                            ============  ============  ============  ============

   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,
                                                     1999              1998
                                                 -------------    -------------
<S>                                               <C>              <C>
OPERATING ACTIVITIES
  Net Income .................................   $  16,080,829    $  16,323,444
    Adjustments to reconcile to net cash
    provided by operating activities:
      Depreciation and amortization ..........       8,672,379        9,813,048
      Deferred income taxes ..................        (137,000)      (2,195,000)
      Gain on sale of fixed assets ...........            --           (302,084)
      Changes in certain working capital items:
        Trade receivables ....................      (2,159,505)         831,850
        Other current assets .................      (1,898,648)      (4,007,738)
        Prepaid expenses .....................        (285,082)         410,060
        Accounts payable and accrued expenses        1,047,139        3,857,576
        Accrued income tax ...................         785,580        1,384,904
                                                 -------------    -------------
      Net cash provided by operating activities  $  22,105,692    $  26,116,060
                                                 -------------    -------------
INVESTING ACTIVITIES
  Proceeds from sale of prop. and equipment ..   $        --      $     473,200
  Capital additions ..........................      (5,518,897)      (3,271,285)
  Net sales of municipal bonds ...............            --          1,999,473
  Other ......................................          31,468          (64,426)
                                                 -------------    -------------
  Net cash (used in) provided by investment
   activities ................................   $  (5,487,429)   $    (863,038)
                                                 -------------    -------------

     Net increase in cash and cash equivalents   $  16,618,263    $  25,253,022

CASH AND CASH EQUIVALENTS
  Beginning of year ..........................     143,434,594       76,240,422
                                                 -------------    -------------
  End of quarter .............................   $ 160,052,857    $ 101,493,444
                                                 =============    =============

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
  Cash paid during the period for:
    Income taxes .............................   $   7,910,488    $   9,599,678
  Noncash investing activities:
    Book value of revenue equipment traded ...   $   1,894,303    $   5,900,477


See accompanying notes to consolidated financial statements.

</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, 1999 are not  necessarily  indicative  of the results that
may be expected for the year ended December 31, 1999.  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, 1998.

Note 2.  Income Taxes

Income taxes for the three and six month  periods  ended June 30, 1999 are based
on the Company's  estimated  effective tax rates.  The rate for the three months
ended March 31, 1999 and all of 1998 was 35% and the second  quarter  ended June
30, 1999 is at the rate of 34.5%

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
months  periods ended June 30, 1999 compared with the same periods in 1998,  and
the changes in financial condition through the second quarter of 1999.


                                       6
<PAGE>


Results of Operations:

Three Months Ended June 30, 1999 and 1998

Operating  revenue decreased $3.1 million (4.5%), to $66.1 million in the second
quarter of 1999 from $69.2  million in the second  quarter of 1998.  The revenue
decrease was attributable  primarily to an industry-wide shortage of experienced
employee drivers and independent contractors.

Salaries,  wages, and benefits increased $1.5 million (11.4%),  to $14.7 million
in the second  quarter of 1999 from $13.2 million in the second quarter of 1998.
As a percentage of revenue,  salaries,  wages and benefits increased to 22.3% in
1999 from 19.1% in 1998.  These  increases  were a result of 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  and  increases  in the employee  driver pay rate.  The
Company has increased the employee driver pay approximately 10.4% since June 30,
1998 to enhance the recruitment and retention of qualified  drivers.  During the
second  quarter of 1999,  employee  drivers  accounted  for 49% and  independent
contractors  51%  of  the  total  fleet  miles,   compared  with  44%  and  56%,
respectively,  in the second quarter of 1998. Rent and purchased  transportation
decreased $3.3 million  (12.1%),  to $23.7 million in the second quarter of 1999
from $27.0  million in the second  quarter of 1998.  As a percentage of revenue,
rent and purchased  transportation  decreased to 35.9% in the second  quarter of
1999 from 39.0% in the second  quarter of 1998.  This  reflected  the  Company's
decreased reliance upon independent contractors.

Operations and maintenance  increased $0.3 million (5.3%) to $7.0 million in the
second  quarter of 1999 from $6.7  million in the second  quarter of 1998.  As a
percentage of revenue,  operations and maintenance increased to 10.6% during the
second  quarter  of 1999  from  9.6% in the  second  quarter  of 1998.  The cost
increases are associated with the increased reliance on employee drivers.

Taxes and licenses  decreased $0.1 million (3.5%), to $1.5 million in the second
quarter of 1999 from $1.5 million in the second quarter of 1998. As a percentage
of revenue,  taxes and licenses  increased to 2.3% in the second quarter of 1999
from  2.2% in the  second  quarter  of 1998.  The cost  decrease  was  primarily
attributable to the decrease in fleet size.

Insurance  and claims  decreased  $0.6 million  (28.1%),  to $1.4 million in the
second  quarter of 1999 from $2.0  million in the second  quarter of 1998.  As a
percentage  of revenue,  insurance  and claims  decreased  to 2.2% in the second
quarter of 1999 from 2.9% in the second  quarter of 1998.  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 1999
expense reflects the lessor severity of claims incurred.

                                       7
<PAGE>

Depreciation  decreased  $0.5 million  (11.4%) to $4.1 million during the second
quarter of 1999 from $4.6 million in the second quarter of 1998. As a percentage
of revenue,  depreciation decreased to 6.1% of revenue during the second quarter
of 1999 from 6.6% during the second  quarter of 1998. The decrease was primarily
attributable  to older  trailers in the  Company's  fleet that have become fully
depreciated.

Other  operating  expenses  decreased $0.1 million (4.9%) to $1.5 million during
the first quarter of 1999 from $1.6 million during the second quarter 1998. As a
percentage of revenue, other operating expenses remained constant at 2.3% during
the second  quarter of 1998.  Other  operating  expenses  consists  primarily of
pallet cost, driver recruiting expense, and administrative costs.

Interest income  increased $0.4 (34.7%) to $1.5 million in the second quarter of
1999 from $1.1 million in the second quarter of 1998. This increase is primarily
attributable to the increase in cash and cash equivalents.

The  Company's  effective  tax rate was 34.5% for the three month  periods ended
June 30,  1999  compared  to 35.0% for the  quarter  ended June 30,  1998.  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 82.6% during the second  quarter of
1999  compared with 82.7% during the second  quarter of 1998.  Net income had no
significant change in both compared quarters.

Six Months Ended June 30, 1999 and 1998

Operating  revenue  decreased $6.9 million (5.1%),  to $129.2 million in the six
months ended June 30, 1999 from $136.1 million in the compared 1998 period.  The
revenue  decrease  was  attributable  primarily  to  industry-wide  shortage  of
experienced employee drivers and independent contractors. .

Salaries, wages, and benefits increased $1.8 million (6.9%), to $28.8 million in
the six months  ended  June 30,  1999 from $27.0  million in the  compared  1998
period. As a percentage of revenue,  salaries,  wages and benefits  increased to
22.3% in 1999 from 19.8% in 1998.  These  increases were a result of 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.  In addition,  the Company has  increased the employee
driver pay  approximately  10.4% since June 30, 1998 to enhance the  recruitment
and  retention  of  qualified  drivers.  During  the first  six  months of 1999,
employee drivers accounted for 49% and independent  contractors 51% of the total
fleet miles, compared with 45% and 55%, respectively, in the first six months of
1998.

                                       8
<PAGE>



Rent and  purchased  transportation  decreased  $5.8 million  (11.0%),  to $46.4
million in the six months ended June 30, 1999 from $52.2 million in the compared
1998  period.  As a percentage  of revenue,  rent and  purchased  transportation
decreased  to 36.0% in the six  months  ended  June 30,  1999 from  38.4% in the
compared  1998 period.  This  reflects the  Company's  decreased  reliance  upon
independent contractors.

Operations and  maintenance  had no  significant  change in the six months ended
June 30,  1999 from the  compared  1998  period.  As a  percentage  of  revenue,
operations and maintenance increased to 10.5% of revenue in the six months ended
June 30, 1999 from 10.0%  during the  compared  1998  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 1998.

Taxes and licenses  decreased  $0.2 million  (6.4%),  to $2.9 million in the six
months ended June 30, 1999 from $3.1 million in the compared  1998 period.  As a
percentage of revenue,  taxes and licenses was 2.2% for both  periods.  The cost
decrease was primarily attributable to the decrease in fleet size.

Insurance and claims decreased $0.8 million (19.9%),  to $3.2 million in the six
months ended June 30, 1999 from $4.0 million in the compared  1998 period.  As a
percentage of revenue,  insurance and claims decreased to 2.5% in the six months
ended June 30, 1999 from 3.0% in the compared 1998 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
1999 expense  reflects the lessor  severity of claims incurred and a decrease in
frequency.

Depreciation  decreased  $1.1  million  (12.1%) to $8.1  million  during the six
months ended June 30, 1999 from $9.2 million in the compared  1998 period.  As a
percentage of revenue,  depreciation decreased to 6.3% of revenue during the six
months  ended June 30,  1999 from 6.8%  during the  compared  1998  period.  The
decrease was primarily  attributable  to older  trailers in the Company's  fleet
that have become fully depreciated.

Other  operating  expenses  increased $0.2 million (7.3%) to $3.1 million during
the six months  ended June 30, 1999 from $2.9 million  during the compared  1998
period. As a percentage of revenue,  other operating  expenses increased to 2.4%
in the six months  ended June 30, 1999 from 2.1% in the  compared  1998  period.
Other operating  expenses  consists  primarily of pallet cost, driver recruiting
expense, and administrative costs.

                                       9
<PAGE>



Interest  income  increased $0.8 (37.3%) to $3.0 million in the six months ended
June 30, 1999 from $2.2 million in the compared  1998 period.  This  increase is
primarily  attributable  to the  increase  in cash  and  cash  equivalents.

The  Company's  effective  tax rate is 34.7% for the first six months ended June
30, 1999 and 35.0% for the six months ended June 30, 1998.

As a result of the foregoing,  the Company's operating ratio (operating expenses
as a percentage of operating revenue) was 83.2% during the six months ended June
30,  1999  compared  with 83.1%  during the  compared  1998  period.  Net income
decreased $0.2 million (1.5%), to $16.1 million during the six months ended June
30, 1999 from $16.3 million during the compared 1998 period.

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 future 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 3.5  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, 1999,  the Company  generated net cash flow
from  operations  of $22.1  million.  Net cash used in investing  and  financing
activities  included $5.5 million for capital  expenditures,  primarily  revenue
equipment.

Working capital at June 30, 1999 was $145.2 million, including $160.1 million in
cash and cash equivalents.  These investments generated $3.0 million in interest
income  (primarily  tax-exempt)  during the six months ended June 30, 1999.  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 to certain risks and  uncertainties
that could cause actual results to differ materially from those projected.

                                       10
<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 10-Q

Year 2000

The Company has completed a  comprehensive  inventory and assessment of its risk
associated with the year 2000 problem.  The position of the Company is to ensure
successful operation of business processes without interruption before,  during,
and after December 31, 1999. A formal year 2000 team was  established in 1998 to
identify  exposures,  develop a compliance plan, correct problems,  test results
and monitor  progress on a monthly basis,  and develop a contingency plan in the
event of any system failures.  All internal systems (both information technology
"IT" and non-IT) have been assessed for risk,  including  operational  software,
operational   platforms,    desktop   systems,    telephony   equipment,    data
communications,  systems assurance,  and facility management  systems.  Critical
business processes have been assessed for risk, such as customer service,  voice
telecommunications,  order entry,  transportation capacity planning,  logistical
balance  planning,  driver load  assignment,  driver  satellite  communications,
rating and invoicing, payment remittance, financial transactions, and electronic
data interchange (EDI)  communications for load tendering,  shipment status, and
freight invoicing.  The Company's  operational platform and enterprises software
were upgraded in 1998 and are Year 2000 compliant.  The Company has successfully
tested the  systems  by  simulating  the  transition  to the Year  2000.  Future
estimated  compliance  costs are not  expected to be  material to the  Company's
consolidated financial position, results of operations, or cash flows.

As 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  business  relationships.   These  relationships  include
providers of such services as  telecommunications,  natural gas and electricity,
diesel  fuel,  satellite  communications  and  financial  transactions.   Formal
communications  have been made with significant  customers and suppliers.  These
customers and suppliers  indicate that they expect to achieve  compliance and do
not expect any business  interruptions.  In addition,  engine manufacturers have
confirmed the year 2000 readiness of our company-owned tractor fleet.


                                       11
<PAGE>

At present the Company is not able to determine with certainty the effect on the
Company's result of operations,  liquidity, and financial condition in the event
the Company's  material  suppliers  and  customers are not Year 2000  compliant.
There can be no assurance that the Company will properly  identify all Year 2000
issues or the  certain  external  customers  or  suppliers  will not  experience
disruption  of IT  functions  or actual  services  provided.  The  Company  will
continue  to monitor the  progress  of its  material  suppliers  and  customers.
Contingency plans are being developed to address Year 2000 issues that may arise
in the event of system failures or loss of material suppliers or customers.


                                       12
<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 1999.

                                                            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.

                                       13
<PAGE>


      3.3        Certificate of Amendment                 Incorporated by
                 To Articles of Incorporation             Reference 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.

      4.3        Certificate of Amendment                 Incorporated by
                 to Articles of Incorporation             Reference 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
                 June 6, 1997 among the Gerdin            Reference to the
                 Educational Trusts and Larry             Company's Form 10-K
                 Crouse voting trustee.                   For the year ended
                                                          December 31, 1997.
                                                          Commission file no.
                                                          0-15087.

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


                                       14
<PAGE>


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

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

     21          Subsidiaries of the                      Incorporated by
                 Registrant                               Reference to the
                                                          Company's Form 10-K
                                                          for the year ended
                                                          December 31, 1993.
                                                          Commission file no.
                                                          0-15087.

     27          Financial Data Schedule                  Filed herewith.




                                       15
<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



                                       16
<PAGE>

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<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                                         0000799233
<NAME>                                        HEARTLAND EXPRESS, INC.
<MULTIPLIER>                                  1
<CURRENCY>                                    0

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                             DEC-31-1999
<PERIOD-START>                                JAN-01-1999
<PERIOD-END>                                  JUN-30-1999
<EXCHANGE-RATE>                                         1
<CASH>                                        160,052,857
<SECURITIES>                                            0
<RECEIVABLES>                                  23,550,711
<ALLOWANCES>                                      402,812
<INVENTORY>                                             0
<CURRENT-ASSETS>                              202,931,566
<PP&E>                                        133,586,123
<DEPRECIATION>                                 65,946,080
<TOTAL-ASSETS>                                276,156,274
<CURRENT-LIABILITIES>                          57,695,532
<BONDS>                                                 0
                                   0
                                             0
<COMMON>                                          300,000
<OTHER-SE>                                    202,928,742
<TOTAL-LIABILITY-AND-EQUITY>                  276,156,274
<SALES>                                       129,191,440
<TOTAL-REVENUES>                              129,191,440
<CGS>                                                   0
<TOTAL-COSTS>                                 107,549,864
<OTHER-EXPENSES>                                        0
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                      0
<INCOME-PRETAX>                                24,639,897
<INCOME-TAX>                                    8,559,068
<INCOME-CONTINUING>                            16,080,829
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                   16,080,829
<EPS-BASIC>                                        0.54
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