HEARTLAND EXPRESS INC
10-Q, 2000-08-11
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, 2000                   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)  545-2728

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, 2000,  there were 25,366,582  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, 2000 (unaudited) and
             December 31, 1999                                          2 - 3
            Consolidated statements of income
             (unaudited)for the three and six month
             periods ended June 30, 2000 and 1999                         4
            Consolidated statements of cash flows
             (unaudited) for the six months ended
             June 30, 2000 and 1999                                       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,
                                                     2000              1999
                                                 -------------     -------------
                                                  (Unaudited)
<S>                                              <C>               <C>
CURRENT ASSETS

  Cash and cash equivalents ...................  $ 120,307,412     $ 126,211,056

  Trade receivables, less allowance:
  2000 and 1999 $402,812 ......................     25,201,330        23,478,708

  Prepaid tires ...............................      2,718,742         1,655,018

  Investments .................................      3,353,412           500,000

  Deferred income taxes .......................     16,267,000        15,979,000

  Other current assets ........................      2,033,472           359,472
                                                 -------------     -------------

       Total current assets ...................  $ 169,881,368     $ 168,183,254
                                                 -------------     -------------

PROPERTY AND EQUIPMENT

  Land and land improvements ..................  $   3,237,875     $   3,701,400

  Buildings ...................................      8,532,621         9,740,487

  Furniture and fixtures ......................      2,604,400         2,611,166

  Shop and service equipment ..................      1,509,251         1,563,485

  Revenue equipment ...........................    125,213,110       121,822,991
                                                 -------------     -------------

                                                 $ 141,097,257     $ 139,439,529

  Less accumulated depreciation & amortization      62,844,177        66,533,949
                                                 -------------     -------------

  Property and equipment, net .................  $  78,253,080     $  72,905,580
                                                 -------------     -------------

  OTHER ASSETS ................................  $   5,202,884     $   5,404,707
                                                 -------------     -------------

                                                 $ 253,337,332     $ 246,493,541
                                                 =============     =============
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       2
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
                                                       June 30,     December 31,
                                                         2000           1999
                                                     ------------   ------------
                                                      (Unaudited)
<S>                                                  <C>            <C>
CURRENT LIABILITIES

   Accounts payable & accrued liabilities ........   $ 10,102,931   $ 10,595,662

   Compensation & benefits .......................      5,317,885      4,225,023

   Income taxes payable ..........................      5,997,959      4,974,341

   Insurance accruals ............................     35,240,714     34,285,500

   Other .........................................      2,441,955      2,427,464
                                                     ------------   ------------

      Total current liabilities ..................   $ 59,101,444   $ 56,507,990
                                                     ------------   ------------

DEFERRED INCOME TAXES ............................   $ 15,387,000   $ 15,146,000
                                                     ------------   ------------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

   Preferred, $.01 par value; authorized
      5,000,000 share; none issured ..............   $       --     $       --

   Common, $.01 par value; authorized
      395,000,000 shares; issued and outstanding
      25,366,582 in 2000 and
      26,460,251 in 1999 .........................        253,666        264,603

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

   Retained earnings .............................    171,987,052    167,966,778
                                                     ------------   ------------

                                                     $178,848,888   $174,839,551
                                                     ------------   ------------

                                                     $253,337,332   $246,493,541
                                                     ============   ============
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       3
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                      Three months ended               Six months ended
                                                           June 30,                         June 30,

                                                    2000             1999            2000             1999

<S>                                            <C>              <C>             <C>              <C>
OPERATING REVENUE ..........................   $  69,261,481    $  66,094,335   $ 136,451,267    $ 129,191,440
                                               -------------    -------------   -------------    -------------

OPERATING EXPENSES:

   Salaries, wages, benefits ...............   $  18,404,429    $  14,718,890   $  34,983,128    $  28,833,872

   Rent and purchased transportation .......      19,593,290       23,697,084      40,233,405       46,462,729

   Operations and maintenance ..............       9,985,590        7,028,891      19,610,288       13,614,398

   Taxes and licenses ......................       1,455,225        1,494,517       2,760,555        2,865,576

   Insurance and claims ....................       1,522,292        1,456,670       3,498,733        3,229,921

   Communications and utilities ............         690,204          655,421       1,394,418        1,307,329

   Depreciation ............................       3,892,272        4,056,077       7,759,490        8,124,155

   Other operating expenses ................       1,597,620        1,503,783       3,055,058        3,111,884

   (Gain) on sale of fixed assets ..........            (200)            --        (1,493,678)            --
                                               -------------    -------------   -------------    -------------

                                               $  57,140,722    $  54,611,333   $ 111,801,397    $ 107,549,864
                                               -------------    -------------   -------------    -------------

               Operating income ............   $  12,120,759    $  11,483,002   $  24,649,870    $  21,641,576

   Interest income .........................       1,329,119        1,519,293       2,652,004        2,998,321
                                               -------------    -------------   -------------    -------------

   Income before income taxes ..............   $  13,449,878    $  13,002,295   $  27,301,874    $  24,639,897

   Federal and state income taxes ..........       4,572,958        4,485,791       9,282,637        8,559,068
                                               -------------    -------------   -------------    -------------

   Net income ..............................   $   8,876,920        8,516,504   $  18,019,237    $  16,080,829
                                               =============    =============   =============    =============

   Earnings per common share:

       Basic earnings per share ............   $        0.35    $        0.28   $        0.70    $        0.54
                                               =============    =============   =============    =============

   Basic weighted average shares outstanding      25,366,582       30,000,000      25,715,114       30,000,000
                                               =============    =============   =============    =============
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

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

                                                       Six months ended
                                                            June 30,
                                                      2000             1999
                                                 -------------    -------------
<S>                                              <C>              <C>
OPERATING ACTIVITIES
   Net Income ................................   $  18,019,237    $  16,080,829
   Adjustments to reconcile to net cash
   provided by operating activities:
      Depreciation and amortization ..........       8,303,408        8,672,379
      Deferred income taxes ..................         (47,000)        (137,000)
      Gain on sale of fixed assets ...........      (1,493,678)            --
      Changes in certain working capital items:
         Trade receivables ...................      (1,722,622)      (2,159,505)
         Other current assets ................      (1,674,000)      (1,898,648)
         Prepaid expenses ....................        (811,724)        (285,082)
         Accounts payable and accrued expenses       2,306,947        1,047,139
         Accrued income tax ..................       1,023,618          785,580
                                                 -------------    -------------
      Net cash provided by operating activities  $  23,904,186    $  22,105,692
                                                 -------------    -------------
INVESTING ACTIVITIES
   Proceeds from sale of prop. and equipment .   $   2,121,720    $        --
   Capital additions .........................     (14,879,003)      (5,518,897)
   Net sales of municipal bonds ..............      (2,853,412)            --
   Other .....................................        (187,235)          31,468
                                                 -------------    -------------
   Net cash used in investing activities .....   $ (15,797,930)   $  (5,487,429)
                                                 -------------    -------------
FINANCING ACTIVITIES
   Repurchase of common stock ................   $ (14,009,900)   $        --
                                                 -------------    -------------
      Net cash used in financing activities ..   $ (14,009,900)   $        --
                                                 -------------    -------------

      Net increase (decrease) in cash and
         cash equivalents ....................   $  (5,903,644)   $  16,618,263

CASH AND CASH EQUIVALENTS
   Beginning of period .......................     126,211,056      143,434,594
                                                 -------------    -------------
   End of period .............................   $ 120,307,412    $ 160,052,857
                                                 =============    =============

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
   Cash paid during the period for:
       Income taxes ..........................   $   8,306,019    $   7,910,488
   Noncash investing activities:
       Book value of revenue equipment traded    $   4,976,191    $   1,894,303
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       5
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.  Basis of Presentation

     The  consolidated  financial  statements  include the accounts of Heartland
Express, Inc., a Nevada holding company, and its wholly-owned  subsidiaries (the
Company).  All  significant  intercompany  balances and  transactions  have been
eliminated in consolidation.

     The financial  statements have been prepared,  without audit, in accordance
with  generally  accepted  accounting  principles,  pursuant  to the  rules  and
regulations  of the  Securities  and  Exchange  Commission.  In the  opinion  of
management,  the accompanying financial statements include all adjustments which
are necessary  for a fair  presentation  of the results for the interim  periods
presented,  such  adjustments  being  of  a  normal  recurring  nature.  Certain
information and footnote  disclosures have been condensed or omitted pursuant to
such rules and regulations. The December 31, 1999 Consolidated Balance Sheet was
derived from the audited  balance  sheet of the Company for the year then ended.
It is suggested that these consolidated  financial  statements and notes thereto
be read in  conjunction  with the  consolidated  financial  statements and notes
thereto  included in the  Company's  Form 10-K for the year ended  December  31,
1999. Results of operations in interim periods are not necessarily indicative of
results to be expected for a full year.

Note 2.  Income Taxes

     Income tax expense varies from the amount  computed by applying the federal
corporate  income tax rate of 35% to income before income taxes primarily due to
state  income  taxes,  net of  federal  income  tax  effect,  plus the effect of
interest  earned  exempt  from  federal  taxes.  Effective  income  tax  expense
approximates  34% in the  three  and six  month  periods  ended  June 30,  2000.
Effective income tax expense  approximated 34.5% for the three months ended June
30, 1999 and 34.7% for the six months ended June 30, 1999.

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, 2000 compared with the same periods in 1999,
and the changes in financial condition through the second quarter of 2000.

                                       6
<PAGE>

Results of Operations:

Three Months Ended June 30, 2000 and 1999

     Operating  revenue  increased $3.2 million (4.8%),  to $69.3 million in the
second  quarter of 2000 from $66.1  million in the second  quarter of 1999.  The
revenue increase was primarily attributable to increased freight rates, and fuel
surcharges resulting from high diesel prices.

     Salaries,  wages,  and benefits  increased $3.7 million  (25.0%),  to $18.4
million in the second  quarter of 2000 from $14.7 million in the second  quarter
of 1999. As a percentage of revenue,  salaries,  wages and benefits increased to
26.6% in 2000 from 22.2% in 1999.  These  increases  were a result of  increased
reliance on employee  drivers and a  corresponding  decrease in miles  driven by
independent contractors.  In addition, the Company increased employee driver pay
in June,  1999 and March,  2000.  The  increase  in  employee  driver  miles was
attributable to internal growth in the company tractor fleet.  During the second
quarter of 2000, employee drivers accounted for 59% and independent  contractors
41% of the total fleet miles,  compared with 49% and 51%,  respectively,  in the
second  quarter  of 1999.  The  Company  also  experienced  an  increase  in the
frequency and severity of workers'  compensation  and health insurance claims in
comparison to the 1999 period.

     Rent and purchased  transportation decreased $4.1 million (17.3%), to $19.6
million in the second  quarter of 2000 from $23.7 million in the second  quarter
of 1999. As a percentage of revenue, rent and purchased transportation decreased
to 28.3% in the second quarter of 2000 from 35.9% in the second quarter of 1999.
This reflects the Company's decreased reliance upon independent contractors.  In
addition,  an increased industry demand for independent  contractors has negated
the Company's previous competitive advantage.

     Operations and maintenance  increased $3.0 million (42.1%) to $10.0 million
in the second  quarter of 2000 from $7.0 million in the second  quarter of 1999.
As a percentage of revenue, operations and maintenance increased to 14.4% during
the  second  quarter of 2000 from  10.6% in the  second  quarter  of 1999.  This
increase is attributable to an increase in fuel prices and increased reliance on
the Company owned fleet.  The fuel cost per gallon steadily  increased after the
first quarter of 1999 with heavy increases  experienced in the fourth quarter of
1999 and the first six months of 2000.

     Taxes and licenses  decreased $0.1 million  (4.5%),  to $1.4 million in the
second  quarter of 2000 from $1.5  million in the second  quarter of 1999.  As a
percentage  of  revenue,  taxes and  licenses  decreased  to 2.1% in the  second
quarter  of 2000  from  2.3% in the  second  quarter  of 1999.  These  decreases
resulted from  increased  fleet  utilization  and efficient  management of these
costs.


                                       7
<PAGE>

     Insurance and claims increased $0.1 million (4.5%),  to $1.5 million in the
second  quarter of 2000 from $1.4  million in the second  quarter of 1999.  As a
percentage of revenue,  insurance and claims remained  constant at 2.2% for both
compared  periods.  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.

     Communications and utilities increased $0.1 million (5.3%), to $0.7 million
in the 2000 period from $0.6  million in the 1999  period.  As a  percentage  of
revenue, communications and utilities remained constant at 1.0% in both 2000 and
1999, compared periods.

     Depreciation  decreased  $0.1  million  (4.0%) to $3.9  million  during the
second  quarter of 2000 from $4.0  million in the second  quarter of 1999.  As a
percentage  of revenue,  depreciation  decreased  to 5.6% of revenue  during the
second quarter of 2000 from 6.1% during the second quarter of 1999. The decrease
resulted  primarily from the increase in the number of trailers in the Company's
fleet becoming fully depreciated, and from the change in estimated salvage value
on the Company's revenue equipment.

     Other  operating  expenses  increased  $0.1 million  (6.2%) to $1.6 million
during the second  quarter of 2000 from $1.5 million  during the second  quarter
1999. As a percentage of revenue,  other operating expenses remained constant at
2.3% for both compared periods.  Other operating  expenses consists primarily of
pallet cost, driver recruiting expense, and administrative costs.

     Interest  income  decreased  $0.2  (12.5%)  to $1.3  million  in the second
quarter of 2000 from $1.5 million in the second quarter of 1999. Interest income
earned is primarily  exempt from federal taxes and  therefore  earned at a lower
rate.  The decrease is  attributable  to the repurchase of 4.6 million shares of
the Company's  common stock for $59.1 million in the fourth  quarter of 1999 and
first quarter of 2000.

     The Company's effective tax rate was 34.0% for the three month period ended
June 30, 2000 and 34.5% in the 1999 period.

     As a result of the  foregoing,  the Company's  operating  ratio  (operating
expenses as a  percentage  of  operating  revenue)  was 82.5%  during the second
quarter of 2000  compared  with 82.6%  during  the second  quarter of 1999.  Net
income increased $0.4 million (4.2%),  to $8.9 million during the second quarter
of 2000 from $8.5 million during the second quarter of 1999.

                                       8
<PAGE>

Six Months Ended June 30, 2000 and 1999

     Operating  revenue  increased $7.3 million (5.6%), to $136.5 million in the
six months  ended June 30,  2000 from  $129.2  million in the 1999  period.  The
revenue increase was primarily attributable to increased freight rates, and fuel
surcharges resulting from high diesel prices.

     Salaries,  wages,  and benefits  increased $6.1 million  (21.3%),  to $35.0
million in the six months  ended  June 30,  2000 from $28.9  million in the 1999
period. As a percentage of revenue,  salaries,  wages and benefits  increased to
25.6% in 2000 from 22.3% in 1999.  These  increases  were a result of  increased
reliance on employee  drivers and a  corresponding  decrease in miles  driven by
independent contractors.  In addition, the Company increased employee driver pay
in June,  1999 and March,  2000.  The  increase  in  employee  driver  miles was
attributable to internal  growth in the company tractor fleet.  During the first
six  months  of  2000,  employee  drivers  accounted  for  57%  and  independent
contractors  43%  of  the  total  fleet  miles,   compared  with  49%  and  51%,
respectively,  in the compared  1999 period.  The Company  also  experienced  an
increase in the  frequency  and  severity of  workers'  compensation  and health
insurance claims in comparison to the compared 1999 period.

     Rent and purchased  transportation decreased $6.2 million (13.4%), to $40.2
million in the first six months of 2000 from $46.4  million in the 1999  period.
As a percentage of revenue, rent and purchased transportation decreased to 29.5%
in the 2000 period from 36.0% in the  compared  1999 period.  This  reflects the
Company's  decreased  reliance upon  independent  contractors.  In addition,  an
increased industry demand for independent  contractors has negated the Company's
previous competitive advantage.  Additionally, the high cost of fuel experienced
since the first quarter of 1999 has resulted in independent  contractors leaving
the industry.

     Operations and maintenance  increased $6.0 million (44.0%) to $19.6 million
in the six months ended June 30, 2000 from $13.6 million in the 1999 period.  As
a percentage of revenue,  operations and  maintenance  increased to 14.4% in the
2000 period from 10.5% during the 1999 period.  This increase is attributable to
an increase in fuel prices and  increased  reliance on the Company  owned fleet.
The fuel cost per gallon steadily increased after the first quarter of 1999 with
heavy increases experienced in the fourth quarter of 1999 and in 2000.

     Taxes and licenses  decreased $0.1 million  (3.7%),  to $2.8 million in the
first six months of 2000 from $2.9  million in the compared  1999  period.  As a
percentage of revenue,  taxes and licenses  decreased to 2.0% in the 2000 period
from 2.2% in the 1999 period.  These  decreases  resulted from  increased  fleet
utilization and efficient management of these costs.


                                       9
<PAGE>


     Insurance and claims increased $0.3 million (8.3%),  to $3.5 million in the
first six months of 2000 from $3.2  million in the compared  1999  period.  As a
percentage of revenue, insurance and claims increased to 2.6% in the 2000 period
from  2.5% in the 1999  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.

     Communications and utilities increased $0.1 million (6.7%), to $1.4 million
in the 2000 period from $1.3 million in 1999 period. As a percentage of revenue,
communications  and  utilities  remained  constant at 1.0% in both 2000 and 1999
periods.

     Depreciation decreased $0.4 million (4.5%) to $7.7 million during the first
six  months  of 2000  from  $8.1  million  in the  compared  1999  period.  As a
percentage of revenue, depreciation decreased to 5.7% of revenue during the 2000
period from 6.3% during the 1999 period. The decrease resulted from the increase
in the number of trailers in the Company's fleet becoming fully depreciated, and
from the change in estimated salvage value on the Company's revenue equipment.

     Other  operating  expenses  decreased  $0.1 million  (1.8%) to $3.0 million
during the first six months  2000 from $3.1  million  during the  compared  1999
period. As a percentage of revenue,  other operating  expenses decreased to 2.2%
in the 2000  period  from  2.4% in the 1999  period.  Other  operating  expenses
consists  primarily of pallet cost, driver  recruiting  expense,  goodwill,  and
administrative costs.

     Interest  income  decreased  $0.3  (11.6%) to $2.7 million in the first six
months of 2000 from $3.0 million in the compared  1999 period.  Interest  income
earned is primarily  exempt from federal taxes and  therefore  earned at a lower
rate.  The decrease is  attributable  to the repurchase of 4.6 million shares of
the Company's  common stock for $59.1 million in the fourth  quarter of 1999 and
first quarter of 2000, and a $9.3 million increase in capital expenditures.

     The Company's effective tax rate is 34.0% for the six months ended June 30,
2000 and 34.7% for the compared period.

     As a result of the  foregoing,  the Company's  operating  ratio  (operating
expenses as a percentage  of  operating  revenue) was 81.9% during the first six
months of 2000  compared  with 83.2%  during  the first six months of 1999.  Net
income  increased  $1.9 million  (12.1%),  to $18.0 million during the first six
months of 2000 from $16.1 million during the compared 1999 period. The Company's
operating  ratio and net income for the first six months of 2000 were positively
impacted by a $1.5 million gain recognized on the sale of two properties.

                                       10
<PAGE>


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's  primary
source of  liquidity  at June 30,  2000,  were funds  provided by cash flow from
operating activities. The Company believes its sources of liquidity are adequate
to meet its current and projected needs.

     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 2.9 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, 2000,  the Company  generated net cash
flow from operations of $23.9 million.  Net cash used in investing and financing
activities  included $14.9 million for capital  expenditures,  primarily revenue
equipment,  and $14.0  million for the  repurchase  of  1,093,669  shares of the
Company's outstanding common stock.

     Working  capital at June 30,  2000 was  $110.8  million,  including  $123.7
million in cash, cash equivalents, and investments.  These investments generated
$2.7 million in interest  income  (primarily  tax-exempt)  during the six months
ended  June 30,  2000.  The  Company's  policy is to  purchase  only  investment
quality, highly liquid investments.

                                       11
<PAGE>


Forward Looking Information

     Except for the historical  information  contained herein, the discussion in
this quarterly  report  contains  forward-looking  statements that involve risk,
assumptions,  and  uncertainties  that are  difficult to predict.  Words such as
"believe," "may," "could," "expects," "likely,"  variations of these words, and
similar expressions,  are intended to identify such forward-looking  statements.
The  Company's  actual  results  could differ  materially  from those  discussed
herein.   Forward-looking   information   is  subject   to  certain   risks  and
uncertainties  that could cause actual results to differ  materially  from those
projected.  Without limitation,  these risks and uncertainties  include economic
factors such as recessions,  downturns in customers'  business  cycles,  surplus
inventories,  inflation,  fuel price  increases,  and higher interest rates; the
resale value of the  Company's  used revenue  equipment;  the  availability  and
compensation  of  qualified  drivers;   competition  from  trucking,  rail,  and
intermodal  competitors;  and the  ability to  identify  acceptable  acquisition
targets and  negotiate,  finance,  and  consummate  acquisitions  and  integrate
acquired  companies.  Readers should review and consider the various disclosures
made by the  Company  in its press  releases,  stockholder  reports,  and public
filings,  as well as the factors  explained in greater  detail in the  Company's
annual report on Form 10-K.


                                       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 2000.

                                                            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, 1997.
                                                          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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