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, 2001 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 (IRS 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, 2001, there were 31,708,131 shares of the Company's $.01 par value common stock outstanding.
PART I FINANCIAL INFORMATION Page Number Item 1. Financial statements Consolidated balance sheets June 30, 2001 (unaudited) and December 31, 2000 2 - 3 Consolidated statements of income (unaudited) for the three and six month periods ended June 30, 2001 and 2000 4 Consolidated statements of cash flows (unaudited) for the six months ended June 30, 2001 and 2000 5 Notes to financial statements 6 Item 2. Management's discussion and analysis of financial condition and results of operations 6 - 11 PART II OTHER INFORMATION Item 1. Legal proceedings 12 Item 2. Changes in securities 12 Item 3. Defaults upon senior securities 12 Item 4. Submission of matters to a vote of 12 security holders Item 5. Other information 12 Item 6. Exhibits and reports on Form 8-K 12 - 14 1
HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS June 30, December 31, 2001 2000 ------------ ------------ (Unaudited) CURRENT ASSETS Cash and cash equivalents ................... $128,888,634 $128,027,076 Trade receivables, less allowance: $402,812 at both 2001 and 2000 .............. 29,925,281 24,954,681 Prepaid tires ............................... 4,373,248 3,780,644 Investments ................................. 8,354,526 -- Deferred income taxes ....................... 17,264,000 16,846,000 Other current assets ........................ 1,537,509 328,273 ------------ ------------ Total current assets ................... $190,343,198 $173,936,674 ------------ ------------ PROPERTY AND EQUIPMENT Land and land improvements .................. $ 4,049,459 $ 3,237,875 Buildings ................................... 8,532,621 8,532,621 Furniture and fixtures ...................... 1,777,558 2,604,400 Shop and service equipment .................. 1,441,715 1,459,862 Revenue equipment ........................... 130,554,094 129,572,317 ------------ ------------ $146,355,447 $145,407,075 Less accumulated depreciation & amortization 49,137,216 56,329,103 ------------ ------------ Property and equipment, net ................. $ 97,218,231 $ 89,077,972 ------------ ------------ OTHER ASSETS ................................ $ 4,811,835 $ 5,040,358 ------------ ------------ $292,373,264 $268,055,004 ============ ============ The accompanying notes are an integral part of these consolidated financial statements. 2
HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY June 30, December 31, 2001 2000 ------------ ------------ (Unaudited) CURRENT LIABILITIES Accounts payable & accrued liabilities ...... $ 6,823,575 $ 6,712,053 Compensation & benefits ..................... 5,968,159 5,132,589 Income taxes payable ........................ 7,871,422 4,618,882 Insurance accruals .......................... 35,922,137 35,657,944 Other ....................................... 3,488,109 3,308,925 ------------ ------------ Total current liabilities ................ $ 60,073,402 $ 55,430,393 ------------ ------------ DEFERRED INCOME TAXES ............................ $ 18,579,000 $ 17,491,000 ------------ ------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Capital Stock: Preferred, $.01 par value; authorized 5,000,000 share; none issured ............ $ -- $ -- Common, $.01 par value; authorized 395,000,000 shares; issued and outstanding 31,708,131 and 25,366,582, respectively ................. 317,081 253,666 Additional paid in capital .................. 6,608,170 6,608,170 Retained earnings ........................... 206,795,611 188,271,775 ------------ ------------ $213,720,862 $195,133,611 ------------ ------------ $292,373,264 $268,055,004 ============ ============ The accompanying notes are an integral part of these consolidated financial statements. 3
HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) <TABLE> <CAPTION> Three months ended Six months ended June 30, June 30, 2001 2000 2001 2000 <S> <C> <C> <C> <C> OPERATING REVENUE ...................... $ 75,251,349 $ 69,261,481 $ 147,174,696 $ 136,451,267 ------------- ------------- ------------- ------------- OPERATING EXPENSES: Salaries, wages, benefits ........... $ 21,967,432 $ 18,404,429 $ 43,218,764 $ 34,983,128 Rent and purchased transportation ... 17,310,323 19,593,290 34,189,492 40,233,405 Operations and maintenance .......... 12,247,943 9,985,590 24,309,478 19,610,288 Taxes and licenses .................. 1,517,960 1,455,225 2,903,115 2,760,555 Insurance and claims ................ 1,975,020 1,522,292 3,656,091 3,498,733 Communications and utilities ........ 789,470 690,204 1,621,654 1,394,418 Depreciation ........................ 4,261,061 3,892,272 8,444,640 7,759,490 Other operating expenses ............ 1,716,914 1,597,620 3,251,080 3,055,058 (Gain) loss on sale of fixed assets . 9,423 (200) (35,458) (1,493,678) ------------- ------------- ------------- ------------- $ 61,795,546 $ 57,140,722 $ 121,558,856 $ 111,801,397 ------------- ------------- ------------- ------------- Operating income ............ $ 13,455,803 $ 12,120,759 $ 25,615,840 $ 24,649,870 Interest income ..................... 1,177,855 1,329,119 2,546,662 2,652,004 ------------- ------------- ------------- ------------- Income before income taxes ....... $ 14,633,658 $ 13,449,878 $ 28,162,502 $ 27,301,874 Income taxes ........................ 4,975,445 4,572,958 9,575,251 9,282,637 ------------- ------------- ------------- ------------- Net income ....................... $ 9,658,213 8,876,920 $ 18,587,251 $ 18,019,237 ============= ============= ============= ============= Earnings per common share: Basic earnings per share ........ $ 0.31 $ 0.28 $ 0.59 $ 0.56 ============= ============= ============= ============= Basic weighted average shares outstanding ......................... 31,708,131 31,708,131 31,708,131 32,143,826 ============= ============= ============= ============= </TABLE> The accompanying notes are an integral part of these consolidated financial statements. 4
HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six months ended June 30, 2001 2000 ------------ ------------ OPERATING ACTIVITIES Net Income .................................... $ 18,587,251 $ 18,019,237 Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization .............. 8,833,698 8,303,408 Deferred income taxes ...................... 670,000 (47,000) Gain on sale of fixed assets ............... (35,458) (1,493,678) Changes in certain working capital items: Trade receivables ....................... (4,970,600) (1,722,622) Other current assets .................... (1,209,236) (1,674,000) Prepaid expenses ........................ (592,604) (811,724) Accounts payable and accrued expenses ... 1,491,746 2,306,947 Accrued income tax ...................... 3,252,540 1,023,618 ------------ ------------ Net cash provided by operating activities .. $ 26,027,337 $ 23,904,186 ------------ ------------ INVESTING ACTIVITIES Proceeds from sale of prop. and equipment ..... $ 182,795 $ 2,121,720 Capital additions ............................. (16,833,513) (14,879,003) Net purchases of municipal bonds .............. (8,354,526) (2,853,412) Other ......................................... (160,535) (187,235) ------------ ------------ Net cash used in investing activities ......... $(25,165,779) $(15,797,930) ------------ ------------ 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 ......................... $ 861,558 $ (5,903,644) CASH AND CASH EQUIVALENTS Beginning of period ........................... 128,027,076 126,211,056 ------------ ------------ End of period ................................. $128,888,634 $120,307,412 ============ ============ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Income taxes ............................... $ 5,652,711 $ 8,306,019 Noncash investing activities: Book value of revenue equipment traded ..... $ 6,944,787 $ 4,976,191 The accompanying notes are an integral part of these 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 considered necessary for a fair presentation have been included. Operating results for the three-month and six-month periods ended June 30, 2001, are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. 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, 2000. Note 2. Income Taxes Income taxes for the six month period ended June 30, 2001 are based on the Company's estimated effective tax rates. The rate for the six months ended June 30, 2001 and 2000 was 34%. Note 3. Common Stock On May 10, 2001, the Company effected a five-for-four common stock split in the form of a 25% stock dividend to stockholders of record as of May 21, 2001, payable on May 31, 2001. All share and per share information included in the accompanying financial statements have been adjusted to reflect the stock split. Note 4. Commitments and Contingencies Various claims and legal actions are pending against the Company. In management's opinion, the resolution of these matters will not materially impact the Company's financial condition or results of operations. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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. 6
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, stockholders reports, and public filings, as well as the factors explained in greater detail in the Company's annual report on Form 10-K. Results of Operations: The following table sets forth the percentage relationship of expense items to operating revenue for the periods indicated. Three Months Ended Six Months Ended June 30, June 30, 2001 2000 2001 2000 ------ ------ ------ ------ Operating revenue ...................... 100.0% 100.0% 100.0% 100.0% ------ ------ ------ ------ Operating expenses: Salaries, wages, and benefits ....... 29.2% 26.6% 29.4% 25.6% Rent and purchased transportation ... 28.3 23.2 29.5 23.0 Operations and maintenance .......... 16.3 14.4 16.5 14.4 Taxes and licenses .................. 2.0 2.1 2.0 2.0 Insurance and claims................. 2.6 2.2 2.5 2.6 Communications and utilities......... 1.0 1.0 1.1 1.0 Depreciation ........................ 5.7 5.6 5.7 5.7 Other operating expenses............. 2.3 2.3 2.2 2.2 (Gain) on sales of fixed assets...... -- -- -- (1.1) ------ ------ ------ ------ Total operating expenses ............ 82.1% 82.5% 82.6% 81.9% ------ ------ ------ ------ Operating income ................. 17.9% 17.5% 17.4% 18.1% Interest income ........................ 1.5 1.9 1.7 1.9 ------ ------ ------ ------ Income before income taxes .......... 19.4% 19.4% 19.1% 20.0% Income taxes............................ 6.6 6.6 6.5 6.8 ------ ------ ------ ------ Net income ....................... 12.8% 12.8% 12.6% 13.2% ====== ====== ====== ====== The following is a discussion of the results of operations of the three and six months periods ended June 30, 2001 compared with the same periods in 2000, and the changes in financial condition through the second quarter of 2001. Three Months Ended June 30, 2001 and 2000 Operating revenue increased $6.0 million (8.7%), to $75.3 million in the second quarter of 2001 from $69.3 million in the second quarter of 2000. 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, was also positively impacted by fuel surcharges assessed to customers. 7
Salaries, wages, and benefits increased $3.6 million (19.6%), to $22.0 million in the second quarter of 2001 from $18.4 million in the second quarter of 2000. As a percentage of revenue, salaries, wages and benefits increased to 29.2% in 2001 from 26.6% in 2000. 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 tractor fleet. During the second quarter of 2001, employee drivers accounted for 67% and independent contractors 33% of the total fleet miles, compared with 59% and 41%, respectively, in the second quarter of 2000. The Company also experienced an increase in the frequency and severity of workers' compensation and health insurance claims in comparison to the 2000 period. Rent and purchased transportation decreased $2.3 million (11.7%), to $17.3 million in the second quarter of 2001 from $19.6 million in the second quarter of 2000. As a percentage of revenue, rent and purchased transportation decreased to 23.0% in the second quarter of 2001 from 28.3% in the second quarter of 2000. This reflects the Company's decreased reliance upon independent contractors. In addition, the extended period of high fuel prices has resulted in a reduction of the number of available independent contractors in the industry. During both periods, the Company has reimbursed independent contractors for the higher cost of fuel based on fuel surcharges collected from customers. Operations and maintenance increased $2.2 million (22%) to $12.2 million in the second quarter of 2001 from $10.0 million in the second quarter of 2000. As a percentage of revenue, operations and maintenance increased to 16.3% during the second quarter of 2001 from 14.4% in the second quarter of 2000. This increase is attributable to an increase in fuel prices and increased reliance on the Company owned fleet. Taxes and licenses increased $0.1 million (7.1%), to $1.5 million in the second quarter of 2001 from $1.4 million in the second quarter of 2000. As a percentage of revenue, taxes and licenses decreased to 2.0% in the second quarter of 2001 from 2.1% in the second quarter of 2000. Insurance and claims increased $0.5 million (33.3%), to $2.0 million in the second quarter of 2001 from $1.5 million in the second quarter of 2000. As a percentage of revenue, insurance and claims increased to 2.6% in the second quarter of 2001 from 2.2% in the second quarter of 2000. The frequency of property damage and related cargo damage claims increased. 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 (14.3%), to $0.8 million in the 2001 period from $0.7 million in the 2000 period. As a percentage of revenue, communications and utilities remained constant at 1.0% in both 2001 and 2000 compared periods. Depreciation increased $0.4 million (10.3%) to $4.3 million during the second quarter of 2001 from $3.9 million in the second quarter of 2000. As a percentage of revenue, depreciation increased to 5.7% of revenue during the second quarter of 2001 from 5.6% during the second quarter of 2000. Depreciation increased because of increased reliance on company owned tractors and the replacement of fully depreciated trailers. Other operating expenses increased $0.1 million (6.3%) to $1.7 million during the second quarter of 2001 from $1.6 million during the second quarter 2000. 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. 8
Interest income decreased $0.1 (7.7%) to $1.2 million in the second quarter of 2001 from $1.3 million in the second quarter of 2000. Interest income earned is primarily exempt from federal taxes and therefore earned at a lower pre-tax rate. Interest earned 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 period ended June 30, 2001 and 2000. As a result of the foregoing, the Company's operating ratio (operating expenses as a percentage of operating revenue) was 82.1% during the second quarter of 2001 compared with 82.5% during the second quarter of 2000. Net income increased $0.8 million (9.0%), to $9.7 million during the second quarter of 2001 from $8.9 million during the second quarter of 2000. Six Months Ended June 30, 2001 and 2000 Operating revenue increased $10.7 million (7.8%), to $147.2 million in the six months ended June 30, 2001 from $136.5 million in the 2000 period. 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 both periods was also positively impacted by fuel surcharges assessed to customers. Salaries, wages, and benefits increased $8.2 million (23.4%), to $43.2 million in the six months ended June 30, 2001 from $35.0 million in the 2000 period. As a percentage of revenue, salaries, wages and benefits increased to 29.4% in 2001 from 25.6% in 2000. 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 March, 2000. The increase in employee driver miles was attributable to internal growth in the company tractor fleet. During the first six months of 2001, employee drivers accounted for 67% and independent contractors 33% of the total fleet miles, compared with 57% and 43%, respectively, in the compared 2000 period. The Company also experienced an increase in the frequency and severity of workers' compensation and health insurance claims in comparison to the compared 2000 period. Rent and purchased transportation decreased $6.0 million (14.9%), to $34.2 million in the first six months of 2001 from $40.2 million in the 2000 period. As a percentage of revenue, rent and purchased transportation decreased to 23.2% in the 2001 period from 29.5% in the compared 2000 period. This reflects the Company's decreased reliance upon independent contractors. The extended period of high fuel has resulted in a reduction of the number of available independent contractors in the industry. During both periods, the Company has reimbursed independent contractors for the higher cost of fuel based on fuel surcharges collected from customers. Operations and maintenance increased $4.7 million (24.0%) to $24.3 million in the six months ended June 30, 2001 from $19.6 million in the 2000 period. As a percentage of revenue, operations and maintenance increased to 16.5% in the 2001 period from 14.4% during the 2000 period. This increase is attributable to an increase in fuel prices and increased reliance on the Company owned fleet. Taxes and licenses increased $0.1 million (3.6%), to $2.9 million in the first six months of 2001 from $2.8 million in the compared 2000 period. As a percentage of revenue, taxes and licenses remained constant at 2.0% for both compared periods. Insurance and claims increased $0.2 million (5.7%), to $3.7 million in the first six months of 2001 from $3.5 million in the compared 2000 period. As a percentage of revenue, insurance and claims decreased to 2.5% in the 2001 period from 2.6% in the 2000 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. 9
Communications and utilities increased $0.2 million (14.3%), to $1.6 million in the 2001 period from $1.4 million in 2000 period. As a percentage of revenue, communications and utilities increased to 1.1% in the 2001 period from 1.0% in the 2000 periods. Depreciation increased $0.7 million (9.1%) to $8.4 million during the first six months of 2001 from $7.7 million in the compared 2000 period. As a percentage of revenue, depreciation remained constant at 5.7% of revenue for both compared periods. Depreciation expense increased due to growth in the company owned tractor fleet and the replacement of fully-depreciated trailers. Other operating expenses increased $0.2 million (6.5%) to $3.3 million during the first six months 2001 from $3.1 million during the compared 2000 period. As a percentage of revenue, other operating expenses remained constant at 2.2% for both compared periods. Other operating expenses consists primarily of pallet cost, driver recruiting expense, goodwill, and administrative costs. Interest income decreased $0.1 (3.7%) to $2.6 million in the first six months of 2001 from $2.7 million in the compared 2000 period. Interest income earned is primarily exempt from federal taxes and therefore earned at a lower pre-tax rate. Interest earned has been negatively impacted by the Federal Reserve Bank reductions in short-term interest rates. The Company's effective tax rate is 34.0% for both the six months ended June 30, 2001 and 2000. As a result of the foregoing, the Company's operating ratio (operating expenses as a percentage of operating revenue) was 82.6% during the first six months of 2001 compared with 81.9% during the first six months of 2000. Net income increased $0.6 million (3.3%), to $18.6 million during the first six months of 2001 from $18.0 million during the compared 2000 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. 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, 2001, 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 3.2 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, 2001, the Company generated net cash flow from operations of $26.0 million. Net cash used in investing and financing activities included $16.8 million for capital expenditures, primarily revenue equipment. Working capital at June 30, 2001 was $130.3 million, including $137.2 million in cash, cash equivalents, and investments. The cash and investments generated $2.5 million in interest income (primarily tax-exempt) during the six months ended June 30, 2001. The Company's policy is to purchase only investment quality, highly liquid investments. 10
Pending Accounting Pronouncements The Financial Accounting Standards Board (FASB) recently issued two new accounting rules. These rules are FASB 142, Goodwill and Other Intangible Assets, and FASB 143, Accounting for Asset Retirement Obligations. FASB 142 eliminates the current requirements to amortize goodwill. It also changes the impairment criteria to a fair value standard. The new rule is required to be adopted on January 1, 2002. The Company currently has about $0.8 million of goodwill recorded on its balance sheet. Annual goodwill amortization under existing accounting rules approximates $0.8 million. The adoption of this new standard is not expected to be material. The Company has not evaluated the impact of FASB 143, Accounting for Asset Retirements, so it is not known what, if any, impact this new rule may have on the Company's financial statements. We currently expect to adopt this new rule in January 2003. Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company purchases only high quality, liquid investments. Primarily all investments as of June 30, 2001 have an original maturity of three 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 June 30, 2001 and therefore, has no market risk related to debt. The Company does not engage in fuel hedging with financial instruments. 11
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 (b) The Company filed a report on Form 8-K on May 10, 2001 reporting the five-for-four stock split effected as a 25% stock dividend paid on May 31, 2001 to the stockholders of record of the Company's common stock on May 21, 2001. 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 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. 12
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 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. 13
21 Subsidiaries of the Incorporated by Registrant Reference to the Company's Form 10-K for the year ended December 31, 2000. Commission file no. 0-15087. 14
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 15