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

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



                                     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,
                                                      1999             1998
                                                  -------------    ------------
                                                   (Unaudited)
<S>                                                <C>             <C>
CURRENT ASSETS

  Cash and cash equivalents .....................  $163,255,190    $143,434,594

  Trade receivables, less allowance:
  1999 and 1998 $402,812 ........................    23,345,706      21,391,206

  Prepaid tires .................................     1,380,414       1,039,405

  Investments ...................................     2,120,523            --

  Deferred income taxes .........................    15,155,000      16,082,000

  Other current assets ..........................     1,482,552         306,142
                                                   ------------    ------------

     Total current assets .......................  $206,739,385    $182,253,347
                                                   ------------    ------------
PROPERTY AND EQUIPMENT

  Land and land improvements ....................  $  3,701,400    $  3,830,779

  Buildings .....................................     9,173,428       9,214,397

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

  Shop and service equipment ....................     1,272,549       1,444,764

  Revenue equipment .............................   118,065,665     112,162,731
                                                   ------------    ------------
                                                   $134,824,208    $129,188,014

  Less accumulated depreciation & amortization ..    64,849,663      60,618,544
                                                   ------------    ------------

  Property and equipment, net ...................  $ 69,974,545    $ 68,569,470
                                                   ------------    ------------

  OTHER ASSETS ..................................  $  5,685,136    $  6,005,191
                                                   ------------    ------------

                                                   $282,399,066    $256,828,008
                                                   ============    ============
</TABLE>

                                       2
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

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

  Accounts payable & accrued liabilities .....   $  9,575,452      $  7,615,143

  Compensation & benefits ....................      5,612,938         4,431,905

  Income taxes payable .......................      3,636,169         3,578,501

  Insurance accruals ..........................    34,410,090        35,503,314

  Other .......................................     2,699,144         3,135,232
                                                 ------------      -------------
   Total current liabilities ..................  $ 55,933,793      $ 54,264,095
                                                 ------------      -------------
DEFERRED INCOME TAXES .........................    14,939,000        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; issured and outstanding

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

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

  Retained earnings ...........................   204,618,103       179,939,743
                                                 ------------      -------------
                                                 $211,526,273      $186,847,913
                                                 ------------      -------------
                                                 $282,399,066      $256,828,008
                                                 ============      =============
</TABLE>
                                       3
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

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

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

                                                    1999             1998            1999             1998

<S>                                            <C>              <C>             <C>              <C>
OPERATING REVENUE ..........................   $  65,350,697    $  65,015,412   $ 194,542,137    $ 201,078,225
                                               -------------    -------------   -------------    -------------

OPERATING EXPENSES:

   Salaries, wages, benefits ...............   $  15,640,809    $  12,386,792   $  44,474,681    $  39,354,435

   Rent and purchased transportation .......      22,257,019       24,963,644      68,719,748       77,194,808

   Operations and maintenance ..............       7,867,562        6,205,900      21,481,960       19,801,564

   Taxes and licenses ......................       1,604,825        1,531,871       4,470,401        4,592,104

   Insurance and claims ....................       1,395,942        1,762,395       4,625,863        5,794,102

   Communications and utilities ............         659,183          623,147       1,966,512        2,057,689

   Depreciation ............................       3,913,127        4,504,616      12,037,282       13,748,242

   Other operating expenses ................       1,364,868        1,362,005       4,476,752        4,262,602

   (Gain) on sale of fixed assets ..........        (934,812)            --          (934,812)        (332,255)
                                               -------------    -------------   -------------    -------------

                                               $  53,768,523    $  53,340,370   $ 161,318,387    $ 166,473,291
                                               -------------    -------------   -------------    -------------

            Operating income ...............   $  11,582,174    $  11,675,042   $  33,223,750    $  34,604,934

   Interest income .........................       1,543,826        1,297,856       4,542,147        3,480,990

   Interest expense ........................            --               --              --               --
                                               -------------    -------------   -------------    -------------

   Income before income taxes ..............   $  13,126,000    $  12,972,898   $  37,765,897    $  38,085,924

   Federal and state income taxes ..........       4,528,469        4,542,309      13,087,537       13,331,891
                                               -------------    -------------   -------------    -------------

   Net income ..............................   $   8,597,531        8,430,589   $  24,678,360    $  24,754,033
                                               =============    =============   =============    =============

   Earnings per common share:

       Basic earnings per share ............   $        0.29    $        0.28   $        0.82    $        0.83
                                               =============    =============   =============    =============

   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>

                                                                   Nine months ended
                                                                      September 30,
                                                                 1999             1998
                                                            -------------    -------------
<S>                                                         <C>              <C>
OPERATING ACTIVITIES
     Net Income .........................................   $  24,678,360    $  24,754,033
     Adjustments to reconcile to net cash
     provided by operating activities:
       Depreciation and amortization ....................      12,859,618       14,594,332
       Deferred income taxes ............................      (1,148,000)      (2,001,000)
       Gain on sale of fixed assets .....................        (913,618)        (332,255)
       Changes in certain working capital items:
         Trade receivables ..............................      (1,954,500)         285,962
         Other current assets ...........................      (1,176,410)      (1,778,755)
         Prepaid expenses ...............................        (577,317)         198,569
         Accounts payable and accrued expenses ..........       1,985,218        3,727,948
         Accrued income tax .............................       1,355,668          931,494
                                                            -------------    -------------
      Net cash provided by operating activities .........   $  35,109,019    $  40,380,328
                                                            -------------    -------------
INVESTING ACTIVITIES
     Proceeds from sale of prop. and equipment ..........   $   1,586,007    $     473,200
     Capital additions ..................................     (14,490,375)      (5,506,006)
     Net purchases of municipal bonds ...................      (2,120,523)       8,857,263
     Other ..............................................        (263,532)        (321,131)
                                                            -------------    -------------
     Net cash (used in) provided by investment activities   $ (15,288,423)   $   3,503,326
                                                            -------------    -------------

       Net increase in cash and cash equivalents ........   $  19,820,596    $  43,883,654

CASH AND CASH EQUIVALENTS
     Beginning of year ..................................     143,434,594       76,240,422
                                                            -------------    -------------
     End of quarter .....................................   $ 163,255,190    $ 120,124,076
                                                            =============    =============

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
     Cash paid during the period for:
         Income taxes ...................................   $  12,879,869    $  14,401,397
     Noncash investing activities:
         Book value of revenue equipment traded .........   $   3,607,676    $   6,897,781



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 nine month
period ended  September 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 nine month periods  ended  September 30, 1999 are
based on the Company's  estimated  effective tax rates.  The rates for the three
and  nine  month  periods  ended  September  30,  1999  were  34.5%  and  34.7%,
respectively. The rate for both the three and nine month periods ended September
30, 1998 was 35%.


Note 3.   Subsequent Event

The Company  repurchased  3,539,749  shares of its  outstanding  common stock on
October 27, 1999 from an institutional shareholder.  The shares were repurchased
at the market price of $12.75 per share, a total cost of $45.1 million.


                                       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, 1999 compared with the same periods in 1998,
and the changes in financial condition through the third quarter of 1999.

Results of Operations:

Three Months Ended September 30, 1999 and 1998

Operating  revenue  increased $0.3 million (0.5%), to $65.3 million in the third
quarter of 1999 from $65.0  million in the third  quarter of 1998.  The  revenue
increase was attributable primarily to an increase in employee driver capacity.

Salaries,  wages, and benefits increased $3.2 million (26.3%),  to $15.6 million
in the third quarter of 1999 from $12.4 million in the third quarter of 1998. As
a percentage of revenue, salaries, wages and benefits increased to 23.9% in 1999
from 19.1% in 1998.  This  increase is  attributable  to an increase in employee
driver pay effective June 1, 1999 and increased employee driver capacity.

During  the  third  quarter  of 1999,  employee  drivers  accounted  for 52% and
independent contractors 48% of the total fleet miles, compared with 44% and 56%,
respectively,  in the third quarter of 1998.  Rent and purchased  transportation
decreased  $2.7 million  (10.8%),  to $22.3 million in the third quarter of 1999
from $25.0  million in the third  quarter of 1998.  As a percentage  of revenue,
rent and  purchased  transportation  decreased to 34.1% in the third  quarter of
1999 from  38.4% in the third  quarter of 1998.  This  reflected  the  Company's
decreased reliance upon independent contractors and a decrease in capacity.

Operations and maintenance increased $1.7 million (26.8%) to $7.9 million in the
third  quarter  of 1999 from $6.2  million in the third  quarter  of 1998.  As a
percentage of revenue,  operations  and  maintenance  increased to 12.0% in 1999
from 9.5% 1998. This increase is attributable to the aforementioned  increase in
capacity of employee drivers operating the Company's  tractor fleet.  Operations
and maintenance  costs were also impacted by an increase in fuel prices compared
to those experienced in the third quarter of 1998.

Taxes and licenses  increased $0.1 million (4.8%),  to $1.6 million in the third
quarter of 1999 from $1.5 million in the third  quarter of 1998. As a percentage
of revenue,  taxes and licenses increased to 2.5% in 1999 from 2.4% in 1998. The
cost increase was primarily attributable to the increase in fleet capacity.

Insurance  and claims  decreased  $0.4 million  (20.8%),  to $1.4 million in the
third  quarter  of 1999 from $1.8  million in the third  quarter  of 1998.  As a
percentage  of  revenue,  insurance  and claims  decreased  to 2.1% in the third
quarter  of 1999 from 2.7% in the third  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 third quarter 1999
expense reflects the lesser severity of claims incurred.

Depreciation  decreased  $0.6 million  (13.1%) to $3.9 million  during the third
quarter of 1999 from $4.5 million in the third  quarter of 1998. As a percentage
of revenue,  depreciation  decreased to 6.0% of revenue during the third quarter
of 1999 from 6.9%  during the third  quarter  of 1998.  The  decrease  primarily
resulted from a decrease in trailer  depreciation  due to units  becoming  fully
depreciated..

Other  operating  expenses  remained  the same during the third  quarter of 1999
compared  to the third  quarter  of 1998.  As a  percentage  of  revenue,  other
operating  expenses remained  constant at 2.1% for both compared periods.  Other
operating expenses consists primarily of pallet cost, driver recruiting expense,
and administrative costs.

                                       7
<PAGE>

Interest  income  increased $0.2 (19.0%) to $1.5 million in the third quarter of
1999 from $1.3 million in the third quarter of 1998.  This increase is primarily
attributable to the increase in cash, cash equivalents, and investments.

The  Company's  effective  tax rate was 34.5% for the three month  periods ended
September 30, 1999  compared to 35.0% for the quarter ended  September 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 82.3% during the third quarter of 1999
compared with 82.0% during the third quarter of 1998. Net income  increased $0.2
million (2.0%), to $8.6 million during the three months ended September 30, 1999
from $8.4 million in the 1998 period.  In addition,  the net income for the 1999
period included a gain of $0.9 million from the sale of three properties.

Nine Months Ended September 30, 1999 and 1998

Operating  revenue  decreased $6.5 million (3.3%), to $194.5 million in the nine
months ended September 30, 1999 from $201.0 million in the compared 1998 period.
The revenue decrease was attributable  primarily to an industry-wide shortage of
independent contractors.

Salaries,  wages, and benefits increased $5.1 million (13.0%),  to $44.5 million
in the nine months ended  September  30, 1999 from $39.4 million in the compared
1998 period. As a percentage of revenue,  salaries, wages and benefits increased
to 22.9% in 1999 from 19.6% in 1998.  The 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  5.7% to enhance  the  recruitment  and  retention  of
qualified  drivers.  During the nine months ended  September 30, 1999,  employee
drivers and  independent  contractors  each accounted for 50% of the total fleet
miles,  compared with 45% and 55%,  respectively,  in the 1998 period.  Rent and
purchased transportation decreased $8.5 million (11.0%), to $68.7 million in the
nine months ended  September  30, 1999 from $77.2  million in the compared  1998
period. As a percentage of revenue, rent and purchased  transportation decreased
to 35.3% in the nine months ended  September 30, 1999 from 38.4% in the compared
1998 period.  This reflects the Company's  decreased  reliance upon  independent
contractors.

Operations and maintenance increased $1.7 million (8.5%) to $21.5 million in the
nine months ended  September  30, 1999 from $19.8  million in the compared  1998
period.  As a percentage of revenue,  operations  and  maintenance  increased to
11.0% of revenue in the nine months  ended  September  30, 1999 from 9.8% during
the compared 1998 period.  The cost increase was effected by an increase in fuel
prices and increased reliance upon the company-owned fleet.

Taxes and licenses  decreased $0.1 million  (2.7%),  to $4.5 million in the nine
months ended  September  30, 1999 from $4.6 million in the compared 1998 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 $1.2 million (20.2%), to $4.6 million in the nine
months ended  September  30, 1999 from $5.8 million in the compared 1998 period.
As a percentage of revenue,  insurance and claims  decreased to 2.4% in the nine
months ended September 30, 1999 from 2.9% 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 nine
months of 1999  expense  reflects the lessor  severity of claims  incurred and a
decrease in frequency.


                                       8
<PAGE>


Depreciation  decreased  $1.7 million  (12.4%) to $12.0 million  during the nine
months ended  September 30, 1999 from $13.7 million in the compared 1998 period.
As a percentage of revenue, depreciation decreased to 6.2% of revenue during the
nine months ended  September 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 (5.0%) to $4.5 million during
the nine months ended  September 30, 1999 from $4.3 million  during the compared
1998 period. As a percentage of revenue,  other operating  expenses increased to
2.3% in the nine months ended  September 30, 1999 from 2.1% in the compared 1998
period.  Other  operating  expenses  consists  primarily of pallet cost,  driver
recruiting expense, and administrative costs.

Interest income  increased $1.0 (30.5%) to $4.5 million in the nine months ended
September 30, 1999 from $3.5 million in the compared 1998 period.  This increase
is  primarily  attributable  to the  increase  in cash,  cash  equivalents,  and
investments.

The  Company's  effective  tax rate was 34.7% for the first  nine  months  ended
September 30, 1999 and 35.0% for the nine months ended September 30, 1998.

As a result of the foregoing,  the Company's operating ratio (operating expenses
as a  percentage  of  operating  revenue) was 82.9% during the nine months ended
September  30, 1999  compared  with 82.8% during the compared  1998 period.  Net
income  decreased $0.1 million  (0.3%),  to $24.7 million during the nine months
ended September 30, 1999 from $24.8 million during the compared 1998 period.  In
addition, the net income for the 1999 period includes gains of $0.9 million from
the sale of three properties.

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 3.7  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, 1999, the Company  generated net cash
flow  from  operations  of  $35.1  million.  Net  cash  provided  by and used in
investing  and  financing   activities   included   $14.5  million  for  capital
expenditures, primarily revenue equipment.

Working  capital at  September  30, 1999 was $150.8  million,  including  $165.4
million in cash, cash equivalents, and investments.  These investments generated
$4.5 million in interest income  (primarily  tax-exempt)  during the nine months
ended  September 30, 1999. The Company's  policy is to purchase only  investment
quality, highly liquid investments.

The Company  repurchased  3,539,749  shares of its  outstanding  common stock on
October 27, 1999 from an institutional shareholder.  The shares were repurchased
at the market price of $12.75 per share, a total cost of $45.1 million.

Forward Looking Information

                                      9
<PAGE>

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 10Q.

Year 2000 Issue

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, drive 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 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 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.  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.

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 that  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.


                                       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 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.

   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
<PAGE>

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