htld-20220930

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 September 30, 2022

[ ] 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

(State or Other Jurisdiction

(I.R.S. Employer

of Incorporation or organization)

Identification No.)

901 Heartland Way,

North Liberty,

Iowa

52317

(Address of Principal Executive Offices)

(Zip Code)

319-645-7060

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	HTLD	NASDAQ

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 [ ]

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Yes			[X]			No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act:


Large accelerated filer [X]						Accelerated filer [ ]
Non-accelerated filer [ ]						Smaller reporting company [ ]
						Emerging growth company [ ]

If an emerging company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes [ ]			No [ X ]

As of November 8, 2022 there were 78,938,464 shares of the registrant’s common stock ($0.01 par value) outstanding.

HEARTLAND EXPRESS, INC.

AND SUBSIDIARIES

TABLE OF CONTENTS




			Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 (unaudited)			3
Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)			4
Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)			5
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (unaudited)			6
Notes to Consolidated Financial Statements (unaudited)			7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			18
Item 3. Quantitative and Qualitative Disclosures about Market Risk			27
Item 4. Controls and Procedures			27

PART II - OTHER INFORMATION

Item 1. Legal Proceedings			29
Item 1A. Risk Factors			29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			30
Item 3. Defaults Upon Senior Securities			30
Item 4. Mine Safety Disclosures			30
Item 5. Other Information			30
Item 6. Exhibits			31

Signatures			32

PART I


HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (unaudited)
ASSETS	September 30, 2022		December 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$	64,824	$	157,742
Trade receivables, net of $3.3 and $1.1 million allowance in 2022 and 2021, respectively	163,052		52,812
Prepaid tires	10,103		9,168
Other current assets	28,177		9,406
Income tax receivable	—		4,095
Total current assets	266,156		233,223
PROPERTY AND EQUIPMENT
Land and land improvements	93,337		90,218
Buildings	143,042		95,305
Furniture and fixtures	7,258		5,365
Shop and service equipment	19,312		15,727
Revenue equipment	961,502		500,311
Construction in progress	9,948		3,834
Property and equipment, gross	1,234,399		710,760
Less accumulated depreciation	266,355		222,845
Property and equipment, net	968,044		487,915
GOODWILL	316,799		168,295
OTHER INTANGIBLES, NET	103,301		22,355
OTHER ASSETS	20,943		16,754
DEFERRED INCOME TAXES, NET	1,987		—
OPERATING LEASE RIGHT OF USE ASSETS	24,356		—
	$	1,701,586	$	928,542
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	59,449	$	20,538
Compensation and benefits	32,064		21,411
Insurance accruals	16,028		15,677
Long-term debt and finance lease liabilities - current portion	17,647		—
Operating lease liabilities - current portion	12,739		—
Other accruals	18,645		13,968
Income tax payable	3,246		—
Total current liabilities	159,818		71,594
LONG-TERM LIABILITIES
Income taxes payable	6,403		5,491
Long-term debt and finance lease liabilities less current portion	447,374		—
Operating lease liabilities less current portion	11,617		—
Deferred income taxes, net	199,020		89,971
Insurance accruals less current portion	36,465		34,384
Total long-term liabilities	700,879		129,846
COMMITMENTS AND CONTINGENCIES (Note 15)
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01; authorized 5,000 shares; none issued	—		—
Capital stock, common, $.01 par value; authorized 395,000 shares; issued 90,689 in 2022 and 2021; outstanding 78,938 and 78,923 in 2022 and 2021, respectively	907		907
Additional paid-in capital	4,305		4,141
Retained earnings	1,037,733		924,375
Treasury stock, at cost; 11,751 and 11,766 in 2022 and 2021, respectively	(202,056)		(202,321)
	840,889		727,102
	$	1,701,586	$	928,542

The accompanying notes are an integral part of these consolidated financial statements.


HEARTLAND EXPRESS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share amounts)
(unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

OPERATING REVENUE	$	273,976	$	152,612	$	613,073	$	459,142

OPERATING EXPENSES
Salaries, wages, and benefits	97,429		62,733		221,935		190,446
Rent and purchased transportation	17,046		950		20,921		2,922
Fuel	53,412		25,258		125,170		74,220
Operations and maintenance	12,273		5,372		23,419		16,729
Operating taxes and licenses	4,343		3,311		10,905		10,345
Insurance and claims	10,794		5,053		22,699		15,171
Communications and utilities	1,876		1,218		4,080		3,412
Depreciation and amortization	34,789		25,280		82,408		78,162
Other operating expenses	14,108		5,418		32,150		16,173
Gain on disposal of property and equipment	(6,836)		(15,254)		(92,806)		(27,341)
	239,234		119,339		450,881		380,239

Operating income	34,742		33,273		162,192		78,903

Interest income	537		181		943		493
Interest expense	(2,345)		—		(2,520)		—

Income before income taxes	32,934		33,454		160,615		79,396

Federal and state income taxes	8,519		8,988		42,520		20,454

Net income	$	24,415	$	24,466	$	118,095	$	58,942
Other comprehensive income, net of tax	—		—		—		—
Comprehensive income	$	24,415	$	24,466	$	118,095	$	58,942

Net income per share
Basic	$	0.31	$	0.31	$	1.50	$	0.74
Diluted	$	0.31	$	0.31	$	1.50	$	0.74

Weighted average shares outstanding
Basic	78,937		79,336		78,933		79,795
Diluted	78,974		79,364		78,962		79,839

Dividends declared per share	$	0.02	$	0.52	$	0.06	$	0.56

The accompanying notes are an integral part of these consolidated financial statements.


HEARTLAND EXPRESS, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except per share amounts)
(unaudited)

	Capital		Additional
	Stock,		Paid-In		Retained		Treasury
	Common		Capital		Earnings		Stock		Total
Balance, December 31, 2021	$	907	$	4,141	$	924,375	$	(202,321)	$	727,102
Net income	—		—		16,775		—

SEC Form 10-Q filed by Heartland Express Inc.