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, 1996 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 March 31, 1996, there were 20,000,000 shares of the Company's $.10 par value common stock outstanding. PART I FINANCIAL INFORMATION Page Number Item 1. Financial statements Consolidated balance sheets March 31, 1996 (unaudited) and December 31, 1995 2-3 Consolidated statements of income (unaudited) for the three month periods ended March 31, 1996 and 1995 4 Consolidated statements of cash flows (unaudited) for the three months ended March 31, 1996 and 1995 5 Notes to financial statements 6 Item 2. Management's discussion and analysis of financial condition and results of operations 7-8 PART II OTHER INFORMATION Item 1. Legal proceedings 9 Item 2. Changes in securities 9 Item 3. Defaults upon senior securities 9 Item 4. Submission of matters to a vote of 9 security holders Item 5. Other information 9 Item 6. Exhibits and reports on Form 8-K 9 -1- HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS -------- MARCH 31, DECEMBER 31, 1996 1995 --------------- --------------- (Unaudited) *(Note 1) CURRENT ASSETS Cash and cash equivalents $ 57,259,688 $ 46,162,143 Trade receivables, less allowance,, of $402,812 in each period 17,896,786 18,035,002 Prepaid tires 2,303,794 2,322,826 Municipal bonds 7,744,869 4,519,461 Deferred income taxes 11,955,000 11,377,000 Other current assets 1,717,029 481,761 --------------- --------------- Total current assets $ 98,877,166 $ 82,898,193 --------------- --------------- PROPERTY AND EQUIPMENT Land and land improvements $ 2,401,010 $ 2,463,010 Buildings 6,886,615 7,299,415 Furniture and Fixtures 1,669,739 1,656,094 Shop and service equipment 1,105,137 1,092,107 Revenue equipment 96,200,848 97,642,433 --------------- --------------- $ 108,263,349 $ 110,153,059 Less accumulated depreciation & amortization 35,610,891 36,459,541 --------------- --------------- Property and equipment, net $ 72,652,458 $ 73,693,518 --------------- --------------- OTHER ASSETS $ 1,574,686 $ 1,554,660 $ 173,104,310 $ 158,146,371 =============== =============== *Note: See Note 1 of "Notes to Financial Statements" for information regarding the December 31, 1995 balance sheet. -2- HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY MARCH 31, DECEMBER 31, 1996 1995 --------------- --------------- (Unaudited) *(Note 1) CURRENT LIABILITIES, Current maturities of long-term debt $ 571,117 $ 705,437 Accounts payable & accrued liabilities 11,990,810 7,388,330 Compensation & benefits 3,376,793 3,349,995 Income taxes payable 5,648,465 1,678,814 Insurance accruals 27,576,903 26,684,440 Other 2,302,893 2,310,679 --------------- --------------- Total current liabilities $ 51,466,981 $ 42,117,695 DEFERRED INCOME TAXES 17,271,000 17,393,000 --------------- --------------- $ 68,737,981 $ 59,510,695 --------------- --------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Capital Stock: Preferred, $.10 par value; authorized 5,000,000 share; none issued $ -- $ -- Common, $.10 par value; authorized 35,000,000 shares; issued and outstanding 20,000,000 shares 2,000,000 2,000,000 Additional paid in capital 5,609,124 5,609,124 Retained earnings 96,757,205 91,026,552 --------------- --------------- $ 104,366,329 $ 98,635,676 --------------- --------------- $ 173,104,310 $ 158,146,371 =============== =============== *Note: See Note 1 of "Notes to Financial Statements" for information regarding the December 31, 1995 balance sheet. -3- HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three months ended March 31, 1996 1995 --------------- --------------- OPERATING REVENUE $ 54,363,092 $ 47,583,123 --------------- --------------- OPERATING EXPENSES: Salaries, wages, benefits $ 10,306,288 $ 11,747,603 Rent and purchased transportation 21,725,286 13,570,080 Operations and maintenance 5,426,063 5,865,404 Taxes and licenses 1,311,771 1,306,806 Insurance and claims 2,354,234 2,286,797 Communications and utilities 516,541 758,625 Depreciation 3,463,551 4,067,512 Other operating expenses 968,640 974,525 (Gain) on sale of fixed assets (189,041) (19,831) --------------- --------------- $ 45,883,333 $ 40,557,521 --------------- --------------- Operating income $ 8,479,759 $ 7,025,602 Interest income 631,671 281,637 Interest expense (15,158) (25,181) --------------- --------------- Income before income taxes $ 9,096,272 $ 7,282,058 Federal and state income taxes(Note 2) 3,365,619 2,694,400 --------------- --------------- Net income $ 5,730,653 $ 4,587,658 =============== =============== Earnings per common share: Net income $ 0.29 $ 0.23 =============== =============== Weighted average shares outstanding 20,000,000 20,026,140 =============== =============== -4- HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) Three months ended March 31, 1996 1995 -------------- -------------- OPERATING ACTIVITIES Net income $ 5,730,653 $ 4,587,658 Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization 3,559,752 4,179,287 Deferred income taxes (700,000) 1,177,000 Gain on sale of fixed assets, (189,041) (19,831) Changes in certain working capital items: Trade receivables 138,216 (1,434,204) Other current assets (1,390,568) (1,562,068) Prepaid expenses 652,037 1,103,660 Accounts payable and accrued expenses 2,315,915 1,867,266 Accrued income taxes 3,969,651 835,098 -------------- -------------- Net cash provided by operating activities $ 14,086,615 $ 10,733,866 INVESTING ACTIVITIES Proceeds from sale of prop. and equipment 393,513 22,963 Purchase of property and equipment (2,829) (103,410) Purchase of municipal bonds (3,225,408) (66,329) Other (20,026) 27,464 -------------- -------------- Net cash (used in) investment activities, $ (2,854,750) $ (119,312) -------------- -------------- FINANCING ACTIVITIES Principal payments on long-term notes $ (134,320) $ (106,794) -------------- -------------- Net cash (used in) financing activities $ (134,320) $ (106,794) -------------- -------------- Net increase in cash and cash equivalents $ 11,097,545 $ 10,507,760 CASH AND CASH EQUIVALENTS Beginning of year 46,162,143 10,218,484 -------------- -------------- End of quarter $ 57,259,688 $ 20,726,244 ============== ============== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ 15,158 $ 25,181 Income taxes 95,967 660,820 Noncash investing activities: Book value of revenue equipment traded $ 2,677,133 $ 6,635,985 -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 three month period ended March 31, 1996 are not necessarily indicative of the results that may be expected for the year ended December 31, 1996. 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, 1995. Note 2. Income Taxes Income taxes for the three month period ended March 31, 1996 are based on the Company's estimated effective tax rates. The rate for the quarters ended March 31, 1996 and 1995 was 37%. -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 first quarter of 1996 compared with the first quarter of 1995 and the changes in financial condition through the first quarter of 1996. Results of Operations: Operating revenue increased 14.2% to $54.4 million in the first quarter of 1996 from $47.6 million in the first quarter of 1995. The company was able to increase revenue through building on existing relationships with it current customer base and attracting new business based on its reputation. Salaries, wages, and benefits decreased to 19.0% of revenue in the first quarter of 1996 from 24.7% in the first quarter of 1995. This decrease was attributable to (I) a reduction in the miles driven by company drivers and a corresponding increase in miles driven by independent contractors, and (II) a reduction in health and workers' compensation claims due to fewer and less severe claims. During the first quarter of 1996, company drivers accounted for 42% and independent contractors 58% of the total fleet miles, compared with 58% and 42%, respectively, in the first quarter of 1995. Rent and purchased transportation expenses increased to 40.0% of revenue during the first quarter of 1996 compared to 28.5% reported in the first quarter of 1995. This increase is attributable to an increase in miles driven by independent contractors as a result of independent contractors comprising a greater percentage of the Company's fleet. Operations and maintenance expenses decreased to 10.0% of revenue in the first quarter of 1996 from 12.3% in the first quarter of 1995. The decrease is attributable to increased reliance upon independent contractors(who pay their own repair, maintenance, and fuel costs). The Company did, however, experience an increase in the cost of fuel as a result of the nationwide increase in fuel prices. Insurance and claims expenses decreased to 4.3% of revenue during the first quarter of 1996 from 4.8% during the first quarter of 1995. This decrease was primarily due to fewer and less severe claims as a result of the Company's continued focus on safe operations and the practice of hiring only experienced drivers. -7- Communication and utilities decreased to 1.0% of revenue during the the first quarter of 1996 from 1.6% in the first quarter of 1995, primarily because the company has grown its fleet with independent contractors who are not equipped with satellite equipment. Depreciation expense decreased to 6.4% of revenue during the first quarter of 1996 from 8.5% reported in the first quarter of 1995. This reduction is the result of a decreased reliance on company-owned tractors as a percentage of the Company's fleet and a corresponding increase in the percentage of independent contractors. Interest expense decreased to less than 0.1% of revenue during the first quarter of 1996 compared to 0.1% in the first quarter of 1995 as a result of the reduction of debt and capital lease obligations. The Company's long-term debt was approximately $571,000 at March 31, 1996 compared with approximately $1.0 million at March 31, 1995. The Company's effective tax rate was 37.0% for the three month periods ended March 31, 1996 and 1995. The Company's operating ratio (operating expenses as a percentage of operating revenue) improved to 84.4% for the first quarter of 1996 compared with 85.2% for the first quarter of 1995. Net income for the first quarter of 1996 was $5.7 million compared with $4.6 million for the first quarter of 1995. Liquidity and Capital Resources Net cash flow provided by operating activities was $14.1 million during the first three months of 1996 and $10.7 million for the first three months of 1995. Working capital at March 31, 1996 was $47.4 million compared with $40.8 million at December 31, 1995. This increase is primarily due to a $14.3 million increase in cash, cash equivalents, and municipal bonds during the first three months of 1996. Since the March 21, 1994 merger with Munson Transportation, the Company has improved its financial position by reducing long-term debt to approximately $571,000 at March 31, 1996 from $51.0 million at March 31, 1994. The remaining long-term debt is now classified as a current liability with payoffs expected to be made in the next six months. The Company expects to finance future growth in its company-owned fleet primarily through cash flow from operations and with trade allowances received from traded revenue equipment. -8- 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 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 -9-