-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Iqviw8Fsh8zOIkky4iiWgs1oIusXROwkfQRW0gmGeVRlt/61IURmqpW23Dx47HLV C7VCOYC/G+S1IgvuTg8mxA== 0000799233-99-000015.txt : 19991111 0000799233-99-000015.hdr.sgml : 19991111 ACCESSION NUMBER: 0000799233-99-000015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND EXPRESS INC CENTRAL INDEX KEY: 0000799233 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 930926999 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-15087 FILM NUMBER: 99745926 BUSINESS ADDRESS: STREET 1: 2777 HEARTLAND DR CITY: CORALVILLE STATE: IA ZIP: 52241 BUSINESS PHONE: 3196452728 MAIL ADDRESS: STREET 2: 2777 HEARTLAND DRIVE CITY: CORALVILLE STATE: LA ZIP: 52241 10-Q 1 10-Q 3RD QUARTER REPORT FOR HEARTLAND EXPRESS 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. 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 HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
ASSETS SEPTEMBER 30, DECEMBER 31, 1999 1998 ------------- ------------ (Unaudited) 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 ============ ============
2 HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY September 30, December 31, 1999 1998 ------------- ------------- (Unaudited) 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 ============ =============
3 HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three months ended Nine months ended September 30, September 30, 1999 1998 1999 1998 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 ============= ============= ============= =============
4 HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine months ended September 30, 1999 1998 ------------- ------------- 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.
5 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 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 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 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 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 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 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 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 EX-27 2 FDS --
5 (Replace this text with the legend) 0000799233 HEARTLAND EXPRESS, INC. 1 0 9-MOS DEC-31-1999 JAN-01-1999 SEP-30-1999 1 163,255,190 0 23,345,706 402,812 0 206,739,385 134,824,208 64,849,663 282,399,066 55,933,793 0 0 0 300,000 211,526,273 282,399,066 194,542,137 194,542,137 0 161,318,387 0 0 0 37,765,897 13,087,537 24,678,360 0 0 0 24,678,360 0.82 0.82
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