10-Q 1 tenqmar3102.txt FIRST QUARTER 2002 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 March 31, 2002 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 March 31, 2002, there were 50,000,000 shares of the Company's $.01 par value common stock outstanding. PART I FINANCIAL INFORMATION Page Number Item 1. Financial Statements Consolidated Balance Sheets March 31, 2002 (unaudited) and December 31, 2001 1-2 Consolidated Statements of Income (unaudited) for the Three Months Ended March 31, 2002 and 2001 3 Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2002 and 2001 4 Notes to Consolidated Financial Statements 5-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6-9 Item 3. Quantitative and Qualitative Disclosures About Market Risk 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 11-13 Signature 14 HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS March 31, December 31, 2002 2001 ------------- ------------- (Unaudited) CURRENT ASSETS Cash and cash equivalents $ 129,469,003 $ 120,794,142 Investments 41,968,761 40,281,980 Trade receivables, less allowance: $402,812 at both 2002 and 2001 26,593,701 25,700,435 Prepaid tires 3,558,726 4,077,276 Deferred income taxes 18,032,000 17,358,000 Other current assets 2,215,498 144,890 ------------- ------------- Total current assets 221,837,689 208,356,723 ------------- ------------- PROPERTY AND EQUIPMENT Land and land improvements 4,402,820 4,402,820 Buildings 8,532,621 8,532,621 Furniture and fixtures 1,410,749 1,300,848 Shop and service equipment 1,425,355 1,453,755 Revenue equipment 134,814,313 133,902,094 ------------- ------------- 150,585,858 149,592,138 Less accumulated depreciation 46,564,556 47,473,283 ------------- ------------- Property and equipment, net 104,021,302 102,118,855 ------------- ------------- OTHER ASSETS 3,910,380 3,762,832 ------------- ------------- $ 329,769,371 $ 314,238,410 ============= ============= The accompanying notes are an integral part of these consolidated financial statements. 1 HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY March 31, December 31, 2002 2001 ------------- ------------- (Unaudited) CURRENT LIABILITIES Accounts payable and accrued liabilities $ 6,460,814 $ 7,073,957 Compensation and benefits 6,299,184 6,383,984 Income taxes payable 11,620,361 6,693,398 Insurance accruals 37,079,412 36,443,348 Other accruals 4,409,176 3,858,496 ------------- ------------- Total current liabilities 65,868,947 60,453,183 ------------- ------------- DEFERRED INCOME TAXES 21,540,000 20,996,000 ------------- ------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Capital Stock: Preferred, $.01 par value; authorized 5,000,000 shares; none issued - - Common, $.01 par value; authorized 395,000,000 shares; issued and outstanding 50,000,000 500,000 500,000 Additional paid-in capital 8,603,762 6,608,170 Retained earnings 235,218,994 225,681,057 ------------- ------------- 244,322,756 232,789,227 Less unearned compensation (1,962,332) - ------------- ------------- 242,360,424 232,789,227 ------------- ------------- $ 329,769,371 $ 314,238,410 ============= ============= The accompanying notes are an integral part of these consolidated financial statements. 2 HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three months ended March 31, 2002 2001 ------------- ------------- OPERATING REVENUE $ 73,270,242 $ 71,923,347 ------------- ------------- OPERATING EXPENSES: Salaries, wages, and benefits 23,274,625 21,251,332 Rent and purchased transportation 14,924,660 16,879,169 Operations and maintenance 11,427,919 12,061,535 Taxes and licenses 1,607,108 1,385,155 Insurance and claims 1,842,075 1,681,071 Communications and utilities 669,994 832,184 Depreciation 3,900,129 4,183,579 Other operating expenses 1,923,805 1,534,166 (Gain) loss on disposal of fixed assets 6,616 (44,881) ------------- ------------- 59,576,931 59,763,310 ------------- ------------- Operating income 13,693,311 12,160,037 Interest income 758,109 1,368,807 ------------- ------------- Income before income taxes 14,451,420 13,528,844 Federal and state income taxes 4,913,483 4,599,806 ------------- ------------- Net income $ 9,537,937 $ 8,929,038 ============= ============= Net income per common share: Basic net income per share $ 0.19 $ 0.18 ============= ============= Basic weighted average shares outstanding 50,000,000 50,000,000 ============= ============= The accompanying notes are an integral part of these consolidated financial statements. 3 HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three months ended March 31, 2002 2001 ----------- ----------- OPERATING ACTIVITIES Net income $ 9,537,937 $ 8,929,038 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,900,129 4,378,108 Deferred income taxes (130,000) 295,000 Unearned compensation 33,260 - Gain (loss) on disposal of fixed assets 6,616 (44,881) Changes in certain working capital items: Trade receivables (893,266) (4,267,573) Other current assets (2,024,867) (1,656,715) Prepaid tires 518,550 (496,296) Accounts payable and accrued liabilities 2,553,222 206,903 Accrued income taxes 4,926,963 4,225,540 ------------ ------------ Net cash provided by operating activities 18,428,544 11,569,124 ------------ ------------ INVESTING ACTIVITIES Proceeds from sale of property and equipment 5,633 182,795 Purchase of property and equipment (7,924,987) (6,865,370) Purchase of municipal bonds (1,686,781) (2,045,270) Increase in other assets (147,548) (85,698) ------------ ------------ Net cash used in investing activities (9,753,683) (8,813,543) ------------ ------------ Net increase in cash and cash equivalents 8,674,861 2,755,581 CASH AND CASH EQUIVALENTS Beginning of year 120,794,142 128,027,076 ------------ ------------ End of quarter $129,469,003 $130,782,657 ============ ============ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Income taxes $ 116,520 $ 79,266 Noncash investing activities: Book value of revenue equipment traded 2,478,132 4,486,321 The accompany notes are an integral part of these consolidated financial statements. 4 HEARTLAND EXPRESS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. Basis of Presentation The accompanying consolidated financial statements include the accounts of Heartland Express, Inc., a Nevada holding company, and its wholly-owned subsidiaries ("Heartland" or the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles ("GAAP"), pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures have been omitted or condensed pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Results of operations in interim periods are not necessarily indicative of results for a full year. These consolidated financial statements and notes thereto should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2001. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities as well as disclosure of contingent assets and liabilities, at the date of the accompanying consolidated financial statements, and the reported amounts of the revenues and expenses during the reporting periods. Actual results could differ from those estimates. Note 2. Commitments and Contingencies The Company is involved in certain legal proceedings arising in the normal course of business. In the opinion of management, the Company's potential exposure under pending legal proceedings is adequately provided for in the accompanying consolidated financial statements. Note 3. Segment Information The Company has eight operating divisions; however, it has determined that it has one reportable segment. All of the divisions are managed based on similar economic characteristics. Each of the regional operating divisions provides short to medium-haul truckload carrier services of general commodities to a similar class of customers. In addition, each division exhibits similar financial performance, including average revenue per mile and operating ratio. As a result of the foregoing, the Company has determined that it is appropriate to aggregate its operating divisions into one reportable segment consistent with the guidance in SFAS No. 131. Accordingly, the Company has not presented separate financial information for each of its operating divisions as the Company's consolidated financial statements present its one reportable segment. Note 4. Recapitalization and Stock Split On January 28, 2002, the Board of Directors approved an approximate three for two stock split, effected in the form of a 57.68826 percent stock dividend. The stock split occurred on February 19, 2002, to stockholders of record on the close of business on February 8, 2002. The number of common shares issued and outstanding and all per share amounts have been adjusted to reflect the stock split for all periods presented. 5 On March 7, 2002, the principal stockholder awarded 90,750 shares of his common stock to key employees of the Company. The shares will vest to them over a five-year period subject to restrictions on transferability and to forfeiture in the event of termination of employment. Any forfeited shares will be returned to the principal stockholder. The fair market value of these shares was treated as a contribution of capital and is being amortized over the five year vesting period. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward Looking Statements Except for certain historical information contained herein, this Quarterly Report on Form 10-Q contains forward-looking statements that involve risks, assumptions and uncertainties which are difficult to predict. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including any projections of earnings, revenues, or other financial items; any statements of plans, strategies, and objectives of management for future operations; any statements concerning proposed new strategies or developments; any statements regarding future economic conditions or performance; any statements of belief and any statement of assumptions underlying any of the foregoing. Words such as "believe," "may," "could," "expects," "anticipates," and "likely," and variations of these words or similar expressions, are intended to identify such forward-looking statements. The Company's actual results could differ materially from those discussed in the section entitled "Factors That May Affect Future Results," included in "Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth in the Company's Annual report on Form 10-K, which is by this reference incorporated herein. The Company does not assume, and specifically disclaims, any obligation to update any forward-looking statements contained in this Quarterly report. Results of Operations: The following table sets forth the percentage relationship of expense items to operating revenue for the periods indicated. Three months Ended March 31, 2002 2001 ------- ------- Operating revenue 100.0% 100.0% ------- ------- Operating expenses: Salaries, wages, and benefits 31.8% 29.6% Rent and purchased transportation 20.4 23.5 Operations and maintenance 15.6 16.8 Taxes and licenses 2.2 1.9 Insurance and claims 2.5 2.3 Communications and utilities 0.9 1.2 Depreciation 5.3 5.8 Other operating expenses 2.6 2.1 (Gain) loss on disposal of fixed assets (0.0) (0.1) ------- ------- Total operating expenses 81.3% 83.1% ------- ------- Operating income 18.7% 16.9% Interest income 1.0 1.9 ------- ------- Income before income taxes 19.7% 18.8% Federal and state income taxes 6.7 6.4 ------- ------- Net income 13.0% 12.4% ======= ======= 6 The following is a discussion of the results of operations of the quarter ended March 31, 2002 compared with the same period in 2001, and the changes in financial condition through the first quarter of 2002. Operating revenue increased $1.4 million (1.9%), to $73.3 million in the first quarter of 2002 from $71.9 million in the first quarter of 2001. The Company's revenue, before fuel surcharge, increased 5.8% over the same period in 2001. The revenue increase was primarily attributable to the expansion of the Company's customer base as well as increased volume from existing customers. Operating revenue for the first quarter of 2001 was positively impacted by fuel surcharges assessed to customers. Salaries, wages, and benefits increased $2.0 million (9.5%), to $23.3 million in the first quarter of 2002 from $21.3 million in the first quarter of 2001. As a percentage of revenue, salaries, wages and benefits increased to 31.8% in 2002 from 29.5% in 2001. These increases were a result of increased reliance on employee drivers and a corresponding decrease in miles driven by independent contractors. The increase in employee driver miles was attributable to internal growth in the company owned tractor fleet. During the first quarter of 2002, employee drivers accounted for 70% and independent contractors 30% of the total fleet miles, compared with 67% and 33%, respectively, in the first quarter of 2001. The Company also experienced an increase in the frequency and severity of workers' compensation and health insurance claims in comparison to the 2001 period. In addition, health insurance costs increased due to a higher self-insurance retention level assumed by the Company in comparison to the first quarter of 2001. Rent and purchased transportation decreased $2.0 million (11.6%), to $14.9 million in the first quarter of 2002 from $16.9 million in the first quarter of 2001. As a percentage of revenue, rent and purchased transportation decreased to 20.4% in the first quarter of 2002 from 23.5% in the first quarter of 2001. This reflects the Company's decreased reliance upon independent contractors. Rent and purchased transportation, before fuel surcharge, decreased 5.1% over the same period in 2001. During the 2001 period, the Company reimbursed independent contractors for the higher cost of fuel based on fuel surcharges collected from customers. Operations and maintenance decreased $0.6 million (5.3%) to $11.4 million in the first quarter of 2002 from $12.0 million in the first quarter of 2001. As a percentage of revenue, operations and maintenance decreased to 15.6% in the first quarter of 2002 from 16.8% during the first quarter of 2001. These decreases were primarily the result of lower fuel cost per gallon experienced in the first quarter of 2002. Taxes and licenses increased $0.2 million (16.0%), to $1.6 million in the first quarter of 2002 from $1.4 million in the first quarter of 2001. As a percentage of revenue, taxes and licenses increased to 2.2% in 2002 from 1.9% during the first quarter of 2001. These increases were primarily attributable to the growth in fleet miles. Insurance and claims increased $0.2 million (9.6%), to $1.8 million in the first quarter of 2002 from $1.6 million in the first quarter of 2001. As a percentage of revenue, insurance and claims increased to 2.5% in the first quarter of 2002 from 2.3% in the first quarter of 2001. 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 decreased $0.1 million (19.5%), to $0.7 million in 2002 from $0.8 million in 2001. As a percentage of revenue, communications and utilities decreased to 0.9% in the first quarter of 2002 from 1.2% in the first quarter of 2001. 7 Depreciation decreased $0.3 million (6.8%) to $3.9 million during the first quarter of 2002 from $4.2 million in the first quarter of 2001. As a percentage of revenue, depreciation decreased to 5.3% in 2002 from 5.8% during the first quarter of 2001. The decrease is a result of replacing tractors without salvage values with new tractors with salvage values. Other operating expenses increased $0.4 million (25.4%) to $1.9 million during the first quarter of 2002 from $1.5 million during the first quarter 2001. As a percentage of revenue, other operating expenses increased to 2.6% in the first quarter of 2002 from 2.1% in the first quarter of 2001. The increase was primarily due to an increase in bad debt expense. Other operating expenses additionally consist of pallet cost, driver recruiting expense, and administrative costs. Interest income decreased $0.6 (44.6%) to $0.8 million in the first quarter of 2002 from $1.4 million in the first quarter of 2001. Interest income earned is primarily exempt from federal taxes and therefore earned at a lower pre-tax rate. Interest income has been negatively impacted by Federal Reserve Bank reductions in short-term interest rates. The Company's effective tax rate was 34.0% for both the three month periods ended March 31, 2002 and 2001. Income taxes have been provided at the statutory federal and state rates, adjusted for certain permanent differences between financial statement and income tax reporting. As a result of the foregoing, the Company's operating ratio (operating expenses as a percentage of operating revenue) was 81.3% during the first quarter of 2002 compared with 83.1% during the first quarter of 2001. Net income increased $0.6 million (6.8%), to $9.5 million during the first quarter of 2002 from $8.9 million during the first quarter of 2001. 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, funding revenue equipment purchases with cash flow provided by 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 for the three months ended March 31, 2002, was net cash provided by operating activities of $18.4 million compared to $11.6 million in the corresponding 2001 period. Capital expenditures for property and equipment, primarily revenue equipment net of trade-ins, totaled $7.9 million for the first three months of 2002 compared to $6.9 million for the same period in 2001. Management believes the Company has adequate liquidity to meet its current and projected needs. The Company will continue to have significant capital requirements over the long term which are expected to be funded by cash flow provided by operations and from cash, cash equivalents, and investments on hand. Based on the Company's strong financial position, management believes outside financing could be obtained, if necessary, to fund capital expenditures. Factors That May Affect Future Results The Company's future results may be affected by a number of factors over which the Company has little or no control. Fuel prices, insurance and claims costs, liability claims, interest rates, the availability of qualified drivers, fluctuations in the resale value of revenue equipment, economic and customer business cycles and shipping demands are economic factors over which the Company has little or no control. Significant increases or rapid fluctuations in fuel prices, interest rates or insurance costs or liability claims, to the extent not offset by increases in freight rates, and the resale value of revenue equipment could reduce the Company's profitability. 8 Weakness in the general economy, including a weakness in consumer demand for goods and services, could adversely affect the Company's customers and the Company's growth and revenues, if customers reduce their demand for transportation services. Customers encountering adverse economic conditions represent a greater potential for loss, and the Company may be required to increase its reserve for bad debt losses. Weakness in customer demand for the Company's services or in the general rate environment may also restrain the Company's ability to increase rates or obtain fuel surcharges. Inflation and Fuel Cost Most of the Company's operating expenses are inflation-sensitive, with inflation generally producing increased costs of operations. During the past three years, the most significant effects of inflation have been on revenue equipment prices and the compensation paid to the drivers. Innovations in equipment technology and comfort have resulted in higher tractor prices, and there has been an industry-wide increase in wages paid to attract and retain qualified drivers. The Company historically has limited the effects of inflation through increases in freight rates and certain cost control efforts. In addition to inflation, fluctuations in fuel prices can affect profitability. Most of the Company's contracts with customers contain fuel surcharge provisions. Although the Company historically has been able to pass through most long-term increases in fuel prices and operating taxes to customers in the form of surcharges and higher rates, shorter-term increases are not fully recovered. Competitive conditions in the transportation industry, such as lower demand for transportation services, could affect the Company's ability to obtain rate increases or fuel surcharges. Seasonality The nature of the Company's primary traffic (appliances, automotive parts, paper products, retail goods, and packages foodstuffs) causes it to be distributed with relative uniformity throughout the year. However, seasonal variations during and after the winter holiday season have historically resulted in reduced shipments by several industries served. In addition, the Company's operating expenses historically have been higher during the winter months due to increased operating costs in colder weather and higher fuel consumption due to increased engine idling. Recently Issued Accounting Pronouncements In June 2001, the Financial Accounting Standards Board issued FAS 142, Goodwill and Other Intangible Assets ("FAS 142"). Under FAS 142, goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed at least annually for impairment. With respect to goodwill amortization, the Company adopted FAS 142 effective January 1, 2002. The result of the application of the non-amortization provisions of FAS 142 for goodwill is not material for the three months ended March 31, 2002. At March 31, 2002, the Company has goodwill with a net book value of approximately $415,000. Pursuant to FAS 142, the Company will complete its test for goodwill impairment during 2002 and, if impairment is indicated, record such impairment as a cumulative effect of accounting change. In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144). SFAS 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of;" however, it retains the fundamental provisions of that Statement related to the recognition and measurement of the impairment of long-lived assets to be "held and used." In addition, the Statement provides some guidance on estimating cash flows when performing a recoverability test, requires that a long-lived asset to be disposed of other than by sales (e.g., abandoned) be classified as "held and used" until it is disposed of and establishes more restrictive criteria to classify an asset as "held for sales". The Company adopted this statement January 1, 2002 and it did not have a material impact. 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company purchases only high quality, liquid investments. Primarily all investments as of March 31, 2002 have an original maturity of six months or less. The Company holds all investments to maturity and therefore, is exposed to minimal market risk related to its cash equivalents. The Company has no debt outstanding as of March 31, 2002 and therefore, has no market risk related to debt. As of March 31, 2002, the Company has no derivative financial instruments to reduce its exposure to diesel fuel price fluctuations. 10 PART II OTHER INFORMATION Item 1. Legal Proceedings The Company is a party to ordinary, routine litigation and administrative proceedings incidental to its business. None of the proceedings would result in a claim for damages in excess of 10 percent of the current assets of the Company. These proceedings primarily involve personnel matters and claims for personal injury or property damage incurred in the transportation of freight. The Company maintains insurance to cover liabilities arising from the transportation of freight for amounts in excess of self-insured retentions. 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 None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits required by Item 601 of Regulations S-K 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. 11 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. 10.1 Business Property Lease Incorporated by between Russell A. Gerdin Reference to the as Lessor and the Company Company's Form 10-Q as Lessee, regarding the for the quarter ended Company's headquarters at September 30, 2000. 2777 Heartland Drive, Commission file no. Coralville, Iowa 52241 0-15087. 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. 12 (b) Reports on Form 8-K (i) Report on Form 8-K, dated January 10, 2002, reporting the following events. A lawsuit against the Company served on January 7, 2002 by the Owner Operators Independent Drivers Association, Inc. on behalf of certain owner-operators. News releases dated January 10, 2002 announcing the fourth quarter of 2001 earnings expectations and the filing of a registration statement on Form S-3 with the Securities and Exchange Commission. (ii) Report on Form 8-K, dated January 14, 2002, containing Heartland's news release dated January 14, 2002, announcing the earnings release for the fourth quarter of 2001. (iii)Report on Form 8-K, dated January 17, 2002, correcting a date on the January 10, 2002 Form 8-K. (iv) Report on Form 8-K, dated January 28, 2002, announcing the declaration of a stock dividend with an effective date of February 19, 2002. 13 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. Date: May 10, 2002 BY: /s/ John P. Cosaert JOHN P. COSAERT Chief Financial Officer and Principal Financial Officer END OF FILING 14