[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the unaudited consolidated financial statements and management's analysis of financial condition and results of operations [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements, including balance sheets, income statements, and cash flows, highlighting improved net income and a strong debt-free balance sheet [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) The balance sheet shows a strong liquidity position with increased cash to $180.4 million and no outstanding debt as of September 30, 2021 Balance Sheet Highlights (in thousands) | Balance Sheet Highlights (in thousands) | Sep 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $180,366 | $113,852 | | Property and equipment, net | $491,058 | $539,280 | | Total assets | $958,280 | $951,176 | | **Liabilities & Equity** | | | | Total current liabilities | $117,039 | $71,042 | | Total long-term liabilities | $132,425 | $155,800 | | Total stockholders' equity | $708,816 | $724,334 | - The company had **no outstanding debt** as of September 30, 2021, and December 31, 2020[45](index=45&type=chunk) [Consolidated Statements of Comprehensive Income](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Despite a decrease in operating revenue, net income increased in Q3 2021 and for the nine-month period, primarily driven by higher gains on equipment disposal Income Statement (in thousands) | Income Statement (in thousands) | Q3 2021 | Q3 2020 | Nine Months 2021 | Nine Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | $152,612 | $162,282 | $459,142 | $489,473 | | Operating Income | $33,273 | $27,339 | $78,903 | $69,654 | | Net Income | $24,466 | $20,714 | $58,942 | $53,134 | | Diluted EPS | $0.31 | $0.25 | $0.74 | $0.65 | - Gain on disposal of property and equipment **significantly increased** to $15.3 million in Q3 2021 from $5.7 million in Q3 2020, and to $27.3 million for the nine months of 2021 from $8.7 million in the prior year period[11](index=11&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow decreased to $95.7 million, while investing activities provided $5.0 million, and financing activities used $34.8 million, primarily for share repurchases and dividends Cash Flow Summary (in thousands) | Cash Flow Summary (in thousands) | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $95,694 | $132,987 | | Net cash provided by (used in) investing activities | $5,027 | $(112,279) | | Net cash used in financing activities | $(34,810) | $(17,593) | | Net increase in cash | $65,911 | $3,115 | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, single segment operations, a $0.50 per share special dividend, share repurchases, and an amended credit agreement - The company operates as a single segment, providing nationwide asset-based dry van truckload service for major shippers across the United States[18](index=18&type=chunk)[22](index=22&type=chunk) - In Q3 2021, the Board of Directors declared a **special dividend of $0.50 per share**, totaling **$39.5 million**, in addition to the regular quarterly dividend[34](index=34&type=chunk) - During the nine months ended September 30, 2021, the company repurchased **1.8 million shares** for **$30.9 million**[33](index=33&type=chunk) - On August 31, 2021, the company **amended its credit agreement**, extending the maturity to **August 31, 2023**, and reducing the unsecured revolving line of credit to **$25.0 million**[41](index=41&type=chunk)[42](index=42&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=15&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, highlighting improved profitability despite revenue decline, driven by strong freight demand, favorable pricing, and equipment sales gains amidst driver shortages and rising costs [Overview](index=15&type=section&id=Overview) The company operates in a strong freight market with high demand and favorable pricing, but faces challenges from a qualified driver shortage and increased wage pressures - The freight market has been **strong** through the first nine months of 2021 with increased demand and a **favorable pricing environment**, which is expected to continue[61](index=61&type=chunk) - The trucking industry is facing a **qualified driver shortage**, which has intensified competition for drivers; the company has **increased driver wages** multiple times in the last twelve months to attract and retain drivers[64](index=64&type=chunk) Key Performance Metrics | Key Performance Metrics | Nine Months 2021 | Nine Months 2020 | | :--- | :--- | :--- | | Operating Ratio | 82.8% | 85.8% | | Adjusted Operating Ratio (Non-GAAP) | 80.5% | 84.2% | [Results of Operations](index=18&type=section&id=Results%20of%20Operations) Operating revenue decreased in Q3 and the nine-month period due to fewer miles, but net income significantly increased, primarily driven by higher gains on equipment disposal - **Q3 2021 vs Q3 2020:** **Operating revenue decreased by $9.7 million (6.0%)** due to a decrease in total miles, partially offset by higher freight rates; **Net income increased by 18.1%**, primarily due to higher gains on the sale of revenue equipment[72](index=72&type=chunk)[73](index=73&type=chunk) - **Nine Months 2021 vs 2020:** **Operating revenue decreased by $30.4 million (6.2%)** due to lower miles driven; **Net income increased by 10.9%**, largely driven by an $18.6 million increase in gains on equipment disposal[85](index=85&type=chunk)[96](index=96&type=chunk) - Fuel expense **increased 19.0% in Q3** and **13.4% in the nine-month period**, primarily due to a 38.4% and 22.5% increase in average diesel prices for the respective periods[77](index=77&type=chunk)[90](index=90&type=chunk) [Liquidity and Capital Resources](index=21&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $180.4 million cash and no debt, supported by operating cash flow, active share repurchases, and equipment purchase commitments - As of September 30, 2021, the company had **$180.4 million in cash and cash equivalents**, **no outstanding debt**, and **$14.2 million available** under its credit facility[98](index=98&type=chunk) - Cash flow from operating activities **decreased to $95.7 million** for the nine months of 2021 from $133.0 million in the prior year period[104](index=104&type=chunk) - The company has a stock repurchase program with **6.7 million shares remaining** for repurchase; in Q3 2021, **1.0 million shares were repurchased**[108](index=108&type=chunk) - Total estimated purchase commitments for tractors and trailers as of September 30, 2021, was **$42.9 million**, extending into 2022[103](index=103&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risks are commodity price changes for fuel and tires, with minimal interest rate risk due to no outstanding debt - The company is exposed to commodity price risk from fuel and tires; a hypothetical **$1.00 increase** in the average price of fuel per gallon would decrease income before income taxes by approximately **$8.2 million**[114](index=114&type=chunk) - A hypothetical **10% increase** in the price of tires would increase tire purchase expense by **$1.4 million**, reducing pre-tax income by the same amount[114](index=114&type=chunk) - Interest rate risk is **low**, as the company had **no debt outstanding** at September 30, 2021[113](index=113&type=chunk) [Item 4. Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2021, with no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were **effective** as of September 30, 2021[117](index=117&type=chunk) - **No changes occurred** in the company's internal control over financial reporting during the quarter ended September 30, 2021, that would have a **material effect**[119](index=119&type=chunk) [PART II - OTHER INFORMATION](index=26&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides other information, including legal proceedings, updated risk factors, equity security sales, and a list of exhibits [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine litigation incidental to its business, which is not expected to have a material adverse effect on its financial condition - The company is involved in routine litigation incidental to its business, which is **not expected to have a material adverse effect** on its financial condition[122](index=122&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, including potential impacts from a proposed COVID-19 vaccination rule and risks from increased prices and decreased availability of new equipment due to supply chain shortages - A proposed new rule requiring mandatory COVID-19 vaccination could **materially harm the business** by causing unvaccinated employees, especially drivers, to leave the company, thereby **worsening the driver shortage** and increasing costs[124](index=124&type=chunk) - The company faces risks from **increased prices and decreased availability** of new tractors and trailers due to shortages of component parts like semiconductor chips; this could lead to **higher maintenance costs and longer trade cycles**[125](index=125&type=chunk)[126](index=126&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2021, the company repurchased 987,627 shares of common stock and authorized an additional 3,000,000 shares for its repurchase plan Share Repurchases (Q3 2021) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | July 2021 | 349,523 | $16.60 | | August 2021 | 575,614 | $16.68 | | September 2021 | 62,490 | $15.97 | | **Total Q3 2021** | **987,627** | | - On August 20, 2021, the company added **3,000,000 shares** to its share repurchase plan authorization[129](index=129&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Second Amendment to the Credit Agreement and officer certifications - Key exhibits filed include the **Second Amendment to the Credit Agreement** with Wells Fargo and **officer certifications** pursuant to the Sarbanes-Oxley Act[133](index=133&type=chunk)

Financial Performance - Operating revenues for the first six months of 2021 were $306.5 million, a decrease from $327.2 million in the same period of 2020[66] - Net income for the first half of 2021 was $34.5 million, compared to $32.4 million in the first half of 2020, resulting in basic net income per share of $0.43[66] - Net income for the three months ended June 30, 2021, was $20.7 million, an increase of 8.1% compared to $19.2 million in the same period of 2020[69] - Net income for the six months ended June 30, 2021, was $34.5 million, an increase of 6.3% from $32.4 million in the same period of 2020[82] - Operating revenue decreased by $20.7 million (6.3%) to $306.5 million for the six months ended June 30, 2021, from $327.2 million in 2020[83] Operating Efficiency - The operating ratio improved to 85.1% for the first six months of 2021, down from 87.1% in the same period of 2020[66] - Operating ratio improved to 82.3% for the three months ended June 30, 2021, compared to 84.5% in the prior year[69] Cash Flow and Liquidity - The company ended Q2 2021 with cash, cash equivalents, and restricted cash of $183.9 million, an increase of $52.7 million during the first half of 2021[66] - Cash flow from operating activities for the six months ended June 30, 2021, was $62.8 million, a decrease from $83.8 million in the same period of 2020, representing 20.5% of operating revenues compared to 25.6% in 2020[101] - As of June 30, 2021, the company had $167.2 million in cash and cash equivalents, no outstanding debt, and $88.9 million available borrowing capacity on the Credit Agreement[96] - Cash provided by investing activities was $8.3 million during the six months ended June 30, 2021, compared to cash used of $63.9 million in the same period of 2020, resulting in a net increase of $72.2 million[104] Fuel and Operating Costs - Average DOE diesel fuel prices per gallon increased to $3.21 in Q2 2021 from $2.43 in Q2 2020, impacting operating income due to rising fuel costs[64] - Fuel surcharge revenue increased by $5.1 million (36.8%) from $14.0 million in 2020 to $19.1 million in 2021, driven by higher average diesel fuel prices[70] - Fuel expenses increased by $6.5 million (35.6%) to $24.8 million for the three months ended June 30, 2021, due to higher average diesel prices[74] - A $1.00 increase in the average price of fuel per gallon could decrease income before income taxes by approximately $8.2 million in 2021[113] Acquisitions and Growth Strategy - The company has completed eight acquisitions since 1986, with the most recent being Millis Transfer in August 2019, aimed at expanding into new operating regions[61] - The company plans to continue evaluating acquisition candidates to support future growth, focusing on safe operations and high-quality drivers[61] Driver and Training Initiatives - The company is facing a qualified driver shortage, which has intensified competition for drivers, leading to increased wages and enhanced compensation packages[62] - A new driver training school is expected to open in Carlisle, PA, in Q3 2021, providing an additional source of potential drivers[63] Tax and Expenses - The effective tax rate for the three months ended June 30, 2021, was 24.6%, compared to 23.7% in the same period of 2020[81] - The effective tax rate for the six months ended June 30, 2021, was 25.0%, compared to 24.3% for the same period in 2020[95] - Salaries, wages, and benefits decreased by $5.2 million (7.7%) to $62.9 million for the three months ended June 30, 2021, primarily due to a decrease in the number of drivers[73] Capital Expenditures and Commitments - The total estimated purchase commitments for tractors and trailer equipment as of June 30, 2021, was $61.7 million, extending through the remainder of 2021 and into 2022[100] - The company expects to spend approximately $35 to $45 million in net capital expenditures during the remainder of 2021[104] Share Repurchase - The company repurchased 0.8 million shares for $14.5 million during the six months ended June 30, 2021, compared to 0.7 million shares for $12.3 million in the same period of 2020[106] Credit and Financing - The company is currently reviewing its line of credit options with the existing line expiring on August 31, 2021[108]

Financial Performance - Operating revenues for the first three months of 2021 were $152.4 million, a decrease from $166.3 million in the same period of 2020[69]. - Net income for Q1 2021 was $13.7 million, compared to $13.2 million in Q1 2020, with basic net income per share increasing from $0.16 to $0.17[69]. - Operating revenue decreased by $13.9 million (8.4%) to $152.4 million for the three months ended March 31, 2021, compared to $166.3 million for the same period in 2020[74]. - Net income increased by 3.7% to $13.7 million for the three months ended March 31, 2021, up from $13.2 million in the same period of 2020[73]. - The operating ratio improved to 88.0% for the three months ended March 31, 2021, compared to 89.6% in the prior year[73]. Cash Flow and Assets - Cash flow from operating activities was $35.4 million, representing 23.2% of operating revenues, down from $40.1 million or 24.1% in Q1 2020[69]. - Cash flow provided by operating activities was $35.4 million, representing 23.2% of operating revenues for the three months ended March 31, 2021, compared to 24.1% in the same period of 2020[92]. - The company had $148.2 million in cash and cash equivalents and no outstanding debt as of March 31, 2021[87]. - Total assets as of March 31, 2021, were $949.4 million, with a return on assets of 7.5% and return on equity of 9.9%[69]. Cost Management - The operating ratio improved to 88.0% in Q1 2021 from 89.6% in Q1 2020, while the adjusted operating ratio decreased to 86.5% from 88.2%[69][70]. - Salaries, wages, and benefits decreased by $5.5 million (7.8%) to $64.8 million due to a reduction in the number of drivers[77]. - Fuel surcharge revenue decreased by $2.7 million (13.8%) from $19.5 million in 2020 to $16.8 million in 2021, primarily due to decreased miles driven[74]. - The company has implemented various fuel management strategies to control costs, including strategic fueling and minimizing idling[68]. Equipment and Acquisitions - The average age of the tractor fleet was 1.7 years and the trailer fleet was 3.8 years as of March 31, 2021, indicating a focus on maintaining modern equipment[68]. - The company completed its third acquisition in eight years by acquiring Millis Transfer on August 26, 2019, enhancing its dry van truckload capacity[66]. - The total estimated purchase commitments for tractors and trailer equipment as of March 31, 2021, was $121.3 million, extending through the remainder of 2021[91]. Future Plans and Risks - The company plans to open its first joint driver training school in Carlisle, PA, during Q2 2021, to enhance driver recruitment efforts[66]. - A $1.00 increase in the average price of fuel per gallon is projected to decrease the company's income before income taxes by approximately $8.2 million in 2021[103]. - A 10% increase in tire prices is expected to raise tire purchase expenses by $1.4 million, leading to a corresponding decrease in income before income taxes[103]. - The company is exposed to commodity price risks primarily related to fuel and tire purchases[103]. - Increases in interest rates could impact the company's interest expense on future borrowings[102]. Debt and Financing - As of March 31, 2021, the company had no outstanding debt and $88.5 million available borrowing capacity on its Credit Agreement[102]. - The company can borrow under the Credit Agreement at either one-month or three-month LIBOR plus a spread of 0.700% to 0.900% per annum, or Prime plus 0.0%[102].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Registrant's telephone number, including area code) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-15087 HEARTLAND EXPRESS, INC. (Exact Name of Registrant as Specified in Its Chart ...

Financial Performance - For the nine months ended September 30, 2020, the company reported operating revenues of $489.5 million, a 13.9% increase from $429.6 million in the same period of 2019[70]. - The net income for the same period was $53.1 million, resulting in a basic net income per share of $0.65, compared to $60.2 million and $0.73 per share in 2019[70]. - Operating revenue increased by $59.9 million (13.9%), reaching $489.5 million compared to $429.6 million in the same period of 2019[91]. - Net income for the nine months ended September 30, 2020 was $53.1 million, a decrease of 11.7% from $60.2 million in the same period of 2019[90]. - Operating revenue increased by $14.4 million (9.7%), reaching $162.3 million for the three months ended September 30, 2020, compared to $147.9 million in the same period of 2019[76]. - Net income for the three months ended September 30, 2020 was $20.7 million, a slight increase of 1.0% from $20.5 million in the same period of 2019[75]. Operating Efficiency - The operating ratio for the nine months ended September 30, 2020, was 85.8%, an increase from 82.2% in the same period of 2019[70]. - The operating ratio for the three months ended September 30, 2020 was 83.2%, compared to 81.9% in the prior year[75]. Cash Flow and Liquidity - Cash flow from operating activities for the nine months ended September 30, 2020, was $133.0 million, representing 27.2% of operating revenues, compared to $109.4 million and 25.5% in 2019[70]. - The company ended the third quarter of 2020 with cash, cash equivalents, and restricted cash of $99.2 million, with cash and cash equivalents (excluding restricted cash) at $81.9 million[70]. - Cash used in investing activities decreased by $4.0 million to $112.3 million during the nine months ended September 30, 2020, compared to $116.3 million in 2019[108]. - Cash used in financing activities decreased by $27.6 million during the nine months ended September 30, 2020, primarily due to $39.9 million less repayments on acquired debt[109]. - The company had $81.9 million in cash and cash equivalents and no outstanding debt as of September 30, 2020, with $88.5 million available borrowing capacity[103]. Expenses and Costs - Salaries, wages, and benefits increased by $6.3 million (10.3%), totaling $67.2 million for the three months ended September 30, 2020, primarily due to the addition of Millis Transfer drivers[79]. - Fuel expenses decreased by $4.0 million (15.8%), totaling $21.2 million for the three months ended September 30, 2020, attributed to lower average diesel prices[81]. - Depreciation and amortization increased by $11.0 million (15.6%), totaling $81.4 million during the nine months ended September 30, 2020, mainly due to the addition of the Millis Transfer fleet[96]. - Operating taxes and licenses expense increased by $0.4 million (3.9%) to $11.2 million for the nine months ended September 30, 2020, compared to $10.8 million in 2019[98]. - Insurance and claims expense rose by $4.0 million (33.3%) to $16.0 million for the nine months ended September 30, 2020, up from $12.0 million in 2019[99]. - Other operating expenses increased by $3.2 million (19.8%) to $19.6 million during the nine months ended September 30, 2020, compared to $16.4 million in 2019[100]. - Gains on the disposal of property and equipment decreased by $15.3 million (64.0%) to $8.7 million for the nine months ended September 30, 2020, down from $24.0 million in 2019[101]. Market Conditions and Challenges - Average DOE diesel fuel prices per gallon were $2.43 for the three months ended September 30, 2020, compared to $3.02 in 2019[68]. - The company continues to face challenges in attracting and retaining qualified drivers, exacerbated by COVID-19 safety measures[66]. - A 10% increase in tire prices would raise tire purchase expenses by $1.3 million, leading to a corresponding decrease in income before income taxes[117]. - The company expects to spend approximately $6 to $9 million in net capital expenditures during the remainder of 2020[108].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-15087 HEARTLAND EXPRESS INC. (Exact Name of Registrant as Specified in Its Charter) | Nevada | 93-0926999 | | --- | --- | | (Stat ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The consolidated financial statements reflect the Millis Transfer acquisition's impact on revenue and profitability [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets grew to $913.3 million due to increased equipment, while cash decreased and liabilities rose slightly Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $64,183 | $76,684 | | Total current assets | $149,260 | $151,814 | | Property and equipment, net | $545,716 | $526,287 | | Goodwill | $168,295 | $168,295 | | **Total Assets** | **$913,291** | **$898,931** | | **Liabilities & Equity** | | | | Total current liabilities | $71,719 | $63,407 | | Total long-term liabilities | $156,884 | $150,865 | | **Total Liabilities** | **$228,603** | **$214,272** | | **Total Stockholders' Equity** | **$684,688** | **$684,659** | [Consolidated Statements of Comprehensive Income](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Revenue increased to $166.3 million post-acquisition, but net income and EPS declined from the prior year Q1 2020 vs. Q1 2019 Performance (in thousands, except per share data) | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Operating Revenue | $166,318 | $139,536 | | Operating Income | $17,326 | $20,843 | | Net Income | $13,238 | $17,318 | | Diluted EPS | $0.16 | $0.21 | | Dividends Declared per Share | $0.02 | $0.02 | [Consolidated Statements of Stockholders' Equity](index=9&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity remained stable as net income was offset by dividends and significant stock repurchases - Key equity changes in Q1 2020 included **+$13.2 million in net income**, offset by **-$1.6 million in dividends** and **-$12.3 million in stock repurchases**[19](index=19&type=chunk) [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow increased, but higher investing and financing outflows led to a net decrease in cash Cash Flow Summary (in thousands) | Cash Flow Activity | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $40,057 | $35,769 | | Net cash used in investing activities | ($39,632) | ($20,452) | | Net cash used in financing activities | ($14,145) | ($1,747) | | Net (decrease) increase in cash | ($13,720) | $13,570 | [Notes to Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes clarify the acquisition's impact, single-segment structure, debt-free status, and higher tax rate - The Q1 2020 results include the **Millis Transfer acquisition**, which was not in the Q1 2019 results[25](index=25&type=chunk) - The company operates as a **single reportable segment** in truckload services[30](index=30&type=chunk) - The company had **zero outstanding debt** as of March 31, 2020, with **$89.7 million available credit**[48](index=48&type=chunk) - The effective tax rate **rose to 25.2%** from 21.2% year-over-year due to less favorable tax adjustments[49](index=49&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes a revenue increase and profit decrease to the Millis acquisition and lower equipment gains [Overview](index=20&type=section&id=Overview) The company operates as a short-haul carrier, navigating a volatile freight market post-acquisition - The company is a short-to-medium haul truckload carrier, with loads **predominately 500 miles or less**[62](index=62&type=chunk) - Freight demand softened in early 2020 but **increased in March** due to the COVID-19 pandemic[63](index=63&type=chunk) - The August 2019 **acquisition of Millis Transfer** added dry van capacity and a driver training school[66](index=66&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Revenue grew 19.2% post-acquisition, but a deteriorating operating ratio led to a 23.6% net income decline - The **operating ratio deteriorated to 89.6%** in Q1 2020 from 85.1% in Q1 2019[76](index=76&type=chunk) - The decrease in net income was primarily due to **lower gains on the sale of revenue equipment** in Q1 2020[76](index=76&type=chunk)[89](index=89&type=chunk) - Operating revenue **increased by $26.8 million (19.2%)** due to higher total miles from the Millis Transfer addition[77](index=77&type=chunk) - Salaries, wages, and benefits **increased by $16.5 million (30.6%)** due to the expanded workforce from the acquisition[81](index=81&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with no debt, positive operating cash flow, and significant share repurchases - As of March 31, 2020, the company had **$64.2 million in cash**, no outstanding debt, and **$89.7 million available borrowing capacity**[91](index=91&type=chunk) - Cash flow from operating activities was **$40.1 million for Q1 2020**, up from $35.8 million in Q1 2019[94](index=94&type=chunk) - The company **repurchased 0.7 million shares for $12.3 million** during Q1 2020[96](index=96&type=chunk)[97](index=97&type=chunk) - The company expects to spend approximately **$85 to $95 million in net capital expenditures** during the remainder of 2020[95](index=95&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Primary market risks stem from fuel and tire commodity prices, with no derivative hedging instruments in use - The company is exposed to commodity price risk from fuel and tires, as **fuel surcharges do not fully offset cost increases**[104](index=104&type=chunk) - A hypothetical **$1.00 increase in fuel price** per gallon would decrease pre-tax income by approximately **$7.2 million**[104](index=104&type=chunk) - A **10% increase in tire prices** would increase tire purchase expense by **$1.3 million**[104](index=104&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management confirmed the effectiveness of disclosure controls and procedures with no material changes during the quarter - The CEO and CFO concluded that the company's **disclosure controls and procedures were effective** as of March 31, 2020[106](index=106&type=chunk) - **No material changes** in internal control over financial reporting occurred during the quarter[108](index=108&type=chunk) [PART II - OTHER INFORMATION](index=30&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine litigation that is not expected to have a material financial impact - The company is involved in routine litigation primarily involving claims for personal injury, property damage, and cargo[111](index=111&type=chunk) - Management believes the resolution of open claims is **not likely to have a materially adverse effect** on its financial statements[111](index=111&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) The COVID-19 pandemic presents significant, uncertain risks to operations, demand, and financial condition - The **COVID-19 pandemic could have a materially adverse effect** on the company's financial condition and results of operations[113](index=113&type=chunk) - Risks include government containment measures, personnel absences, and **significant economic and demand uncertainty**[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 710,376 shares for $12.3 million in Q1 2020 under its ongoing buyback program Share Repurchases for Quarter Ended March 31, 2020 | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | February 2020 | 64,000 | $17.85 | | March 2020 | 646,376 | $17.23 | | **Total** | **710,376** | **-** | - As of March 31, 2020, **6,187,085 shares may yet be purchased** under the company's share repurchase plan[118](index=118&type=chunk) [Defaults upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[119](index=119&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[120](index=120&type=chunk) [Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - None[121](index=121&type=chunk) [Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications and corporate documents - A list of exhibits filed with the report is provided, including **CEO and CFO certifications** and XBRL data files[122](index=122&type=chunk)

Revenue and Growth - Heartland Express, Inc. has grown its revenues from $21.6 million in 1986 to $596.8 million in 2019, with net income increasing from $3.0 million to $73.0 million during the same period[18]. - The company generated approximately 75% of its operating revenue from its top 25 customers in both 2019 and 2018, with some individual customers accounting for over 5% and one exceeding 10% of operating revenue[87]. - The company completed the acquisition of Millis Transfer on August 26, 2019, which contributed to increased revenues and operating costs[164]. - The company plans to continue evaluating acquisition candidates, focusing on safe operations and high-quality professional truck drivers to support future growth[172]. - The company has completed eight acquisitions since 1986, with the most recent being Millis Transfer in 2019, which has helped expand its operating regions and customer relationships[19]. Customer and Market Dependence - The company's 25 largest customers accounted for approximately 75% of operating revenues in 2019, with Walmart Inc. being the only customer exceeding 10% of revenues at 10.9%[28]. - The company is highly dependent on a few major customers, and the loss of any could have a materially adverse effect on its business[87]. - The company currently faces a customer in bankruptcy, seeking the return of approximately $8.0 million in payments, which could adversely impact profitability and operations[90]. Operational Performance - The operating ratio improved to 84.2% in 2019 from 85.3% in 2018, indicating better cost management relative to revenues[165]. - The company maintains a disciplined approach to cost controls, focusing on enhancing driver experience and customer service[162]. - Operating income increased to $94.3 million for 2019, resulting in an operating ratio of 84.2%, compared to 85.3% in 2018[181]. - Cash flow from operating activities for 2019 was $146.4 million, representing 24.5% of operating revenues, slightly up from 24.0% in 2018[168]. Fleet and Equipment - The company operates 28 terminal facilities throughout the contiguous U.S., strategically located to support regional freight movements within a 500-mile radius[24]. - The average age of the tractor fleet was 1.8 years, and the trailer fleet was 3.6 years as of December 31, 2019, with expectations for slight increases in age for trailers in 2020[176]. - The company maintains a modern fleet of tractors and trailers, with a focus on late-model equipment to enhance operational performance and driver retention[35]. - The company anticipates net capital expenditures of approximately $120.0 million to $140.0 million for 2020, mainly for tractor and trailer purchases and terminal development projects[199]. Financial Performance - For the year ended December 31, 2019, the company generated operating revenues of $596.8 million, a decrease from $610.8 million in 2018[165]. - The net income for 2019 was $73.0 million, compared to $72.7 million in 2018, resulting in a basic net income per share of $0.89 on 82.0 million shares[165]. - The company achieved a return on assets of 8.2% and a return on equity of 11.0% for 2019, down from 9.0% and 12.2% respectively in 2018[165]. - Total assets increased to $898.9 million as of December 31, 2019, compared to $806.2 million in 2018[165]. Regulatory and Compliance Issues - The FMCSA proposed changes to hours-of-service rules in August 2019, which could impact operations and profitability[52]. - California's AB5 law presumes workers are employees unless the hiring company meets all three criteria of the "ABC Test," impacting independent contractor classification[63]. - Environmental regulations may increase costs related to compliance and could adversely affect operating results and profitability[65]. - Compliance with environmental laws may increase operational costs and result in substantial fines for non-compliance[112]. Driver and Labor Challenges - The shortage of qualified drivers in the truckload industry may necessitate increased compensation, impacting profitability and fleet growth[102]. - The company has implemented two driver pay increases in the past three years to attract and retain qualified drivers[46]. - Rising costs, including fuel prices and driver wages, could materially reduce profitability if the company cannot increase rates sufficiently[79]. Economic and Market Conditions - Economic conditions, including shipping demand and supply chain disruptions, could materially affect the company's operating results and profitability[78]. - Demand for freight services was significantly lower in 2019 compared to 2018, with winter weather affecting freight volumes[46]. - The truckload industry is highly competitive, with competition based on freight rates, qualified drivers, service, and equipment availability[45]. Risks and Uncertainties - Cybersecurity breaches pose significant risks to operations and could lead to reputational damage and financial losses[124]. - The company is subject to litigation risks, including class action lawsuits related to wage and hour laws, which may result in substantial settlements[134]. - The company maintains insurance for liabilities arising from freight transportation, but not all claims are covered, which could lead to significant expenses[135]. Shareholder and Governance - The Gerdin family, directors, and executive officers collectively own approximately 44% of the common stock, which may influence stockholder decisions and discourage changes in control[126]. - The company has a stock repurchase program with 6.9 million shares remaining authorized for repurchase as of December 31, 2019, with no shares repurchased in 2019[201].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q For the quarterly period ended September 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-15087 HEARTLAND EXPRESS INC. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction (I.R.S. Employer of Incorporation or organization) Identification No.) (Mark One) [X] QUARTERLY REPORT PURSUANT TO ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-15087 HEARTLAND EXPRESS INC. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction (I.R.S. Employer ...