901 Heartland Way | North Liberty, Iowa 52317
Serving since 1978
Experience the HeartLand difference.
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HeartLand Express
Annual
Annual
Report
Report
2 0 2 3
2023
®
901 NORTH KANSAS AVENUE | NORTH LIBERTY, IOWA 52317
901 Heartland Way | North Liberty, Iowa 52317
To Our Stockholders:
The year of 2023 certainly requires some reflection. I must begin with a callout regarding our annual operating revenue where we
delivered an all-time record $1.2 billion as a result of the disciplined operations of Millis Transfer and Heartland Express, along with our
acquisitions completed during the second and third quarters of 2022 of Smith Transport and Contract Freighters, Inc. (“CFI”). Keep in
mind that this was accomplished during one of the most challenging years in trucking. The landscape of our industry was challenged with
extended periods of weak freight demand and rising costs for all of 2023 following freight demand declines that began in the back half
of 2022. Our acquisitions were completed in 2022, right as these challenging times impacted everyone across the trucking industry. This
challenge for our team was met with hard work and disciplined decisions as we worked to strategically guide Smith Transport and CFI
toward the foundational approaches that have made Heartland Express so successful for 46 years. Making these thoughtful and strategic
changes, while difficult to do during 2023, provide the most effective structure for the future to drive improved financial results as we work
toward our unwavering goal to deliver a consolidated operating ratio of 85 or lower. We continue to work diligently across all four of our
operating brands to accomplish this. We continue to be a family that consists of Heartland Express, Millis Transfer, Smith Transport, and
CFI, all stronger together. We thank our professional drivers and the teams that work hard to support them each and every day. We also
thank you, our stockholders, for your continued support of our consolidated team.
During 2023, we delivered $1.2 billion of operating revenues, $14.8 million of net income and had $1.5 billion in total assets and $865.3
million of stockholders’ equity. We recorded an operating ratio of 96.5% and 95.4% non-GAAP operating ratio (operating expenses, net of
fuel surcharge revenue and adjustment for amortization of intangible assets, as a percentage of operating revenue excluding fuel surcharge
revenue). We have now accomplished 46 years in a row with an operating ratio in the 80’s or below for the legacy operations of Heartland
Express and Millis Transfer but our consolidated operating results fell short of these foundational goals as Smith Transport and CFI
collectively were not profitable during 2023.
During 2023, we were able to return dividends of $0.08 per share or $6.3 million through our regular quarterly dividends paid, that
completes eighty-two consecutive quarters of regular dividends and we have also issued four special dividends in 2007, 2010, 2012, and
2021. We did not repurchase any shares of our common stock in the current year, as our focus has been on paying off the debt from the
Smith Transport and CFI acquisitions, but we have repurchased 3.3 million shares of our common stock for $57.7 million during the last
five years. The Company has the ability to repurchase an additional 6.6 million shares under the current authorization which would result
in 72.4 million outstanding shares if fully executed.
Our long-term focus, continued cost controls, and the discipline to make the right investments at the right time, have made us successful
over the history of our company. Our operating model is built on a foundation that has been successful in good operating environments and
bad. This approach has allowed us to deliver efficient and consistent operating results no matter what we have faced and we are committed
and driven to focus on that during 2024.
Growing our business through acquisitions has been, and continues to be, a key strategy for our company throughout our history.
Acquisitions take a lot of time and effort and money, but they help us to grow and build purchasing power to make us even stronger and
more competitive in any environment that we face as an organization. We typically pride ourselves on having a debt-free balance sheet,
and just like I told you last year, we are committed to relieving all the debt acquired through the Smith Transport acquisition and the debt
needed to facilitate the CFI acquisition as quickly as we can. We have now paid off approximately $195 million since these two acquisitions
were completed. We will continue to reduce our debt load to zero through teamwork and discipline. We have the best team in the business
to execute our plan and reach our goal of returning to a debt-free organization, providing only the best service to our customers, and
delivering the most efficient and effective operating results across the trucking industry.
We now operate a core of twenty-eight of the best trucking terminal locations that are well positioned across the United States. Our facilities
are new or newly remodeled or on the list for updates very soon. Large projects completed in 2023 consisted of full redevelopment and
remodeling of our Cartersville GA, Carlisle PA, and Chester VA locations, along with updated driver amenities at the Atlanta, GA terminal.
We are committed and focused on right-sizing our network of terminal locations and continued investment in our properties for the benefit
of our drivers and employees. We also continue to pride ourselves on operating one of the youngest fleets of tractors and trailers in our
industry and continue to invest in our fleet of tractors and trailers to ensure our drivers enjoy the latest safety, technology, reliability, and
comforts available. We also recognized two major milestones during 2023 as we purchased our 10,000th Freightliner tractor and received
the 750,000th Kenworth tractor produced at the Chillicothe, OH plant as part of Kenworth’s 100-year anniversary - both a testament to the
long-standing partnerships and investments in the latest tractors for our drivers. While the average age of our fleet has increased because
of the recent acquisitions, we continue to remain well positioned in our industry and expect to improve the average age of our trailer fleet
over time. The average age of our tractors was 2.2 years and the average age of our trailers was 6.4 years as of December, 31 2023.
This past year we have once again received many hard-earned customer service and operational awards. Service for Success is our motto
and our professional drivers and employees protect a core principal of customer service each day at Heartland Express. Collectively, these
awards include:
• FedEx Express Core Carrier of the Year (12 years in a
row)
• FedEx Express Platinum Award (99.98% On-Time
Delivery)
• Lowe’s One-Way Outbound Carrier of the Year
• United Sugar Producers & Refiners Carrier of the Year
• Mark Anthony Carrier of the Year
• PepsiCo Transportation WHD West Division Carrier of
•
the Year
PepsiCo Transportation WHD Central Region Carrier of
the Year - Foods
• DHL/Tempur Pedic Carrier of the Year
• Henkel Carrier Base Logistics Award – Asset Excellence
• Uber Freight Carrier of the Year
• Logistics Management Quest for Quality Award (our 19th
award)
• Wreaths Across America Honor Fleet (our 9th year)
• PepsiCo “Rolling Remembrance” Participant
• Smartway – High Performer Award
Further, I am proud to report that two CFI professional drivers were recognized with special awards during 2023. Endrea Davisson
was recognized as 2023 Top Women to Watch in Transportation by the Women in Trucking Association. Zach Yeakley was named TCA’s
Highway Angel of the Year. Great to see two of our best professional drivers recognized with these awards.
We appreciate, applaud and thank our drivers and our committed team of employees who work hard each day to support them. These
awards are hard-earned and are a direct reflection upon our outstanding group of employees and our focus on excellence in all areas of
our business.
Finally, I feel there are promising opportunities ahead and continue to believe in the American spirit, the American Truck Driver, and
especially in the abilities of our organization. We are proud of our accomplishments in 2023 and we look forward to our future with you,
our Stockholders.
Thank you for your investment in Heartland Express and your continued support.
Respectfully,
Michael J. Gerdin,
President, Chief Executive Officer,
Chairman of the Board
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains certain statements that may be considered forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of
1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed
forward-looking statements, including without limitation: any projections of earnings, revenues, or other financial items; any
statement of plans, strategies, and objectives of management for future operations; any statements concerning proposed new
services or developments; any statements regarding future economic conditions or performance, including future inflation,
supply chain conditions, interest rates, and key economic indicators; and any statements of belief and any statements of
assumptions underlying any of the foregoing. In this Annual Report, statements relating to expected sources of working capital,
liquidity and funds for meeting equipment purchase obligations, expected capital expenditures and incurrence of debt,
repayments of debt, operating ratio goals, anticipated revenue equipment sales and purchases, including revenue equipment
gains, the used equipment market, and the availability of revenue equipment, future trucking capacity, expected freight demand
and volumes, future rates and prices, future growth and acquisitions, our ability to attract and retain drivers and non-driver
employees, future driver and employee compensation, including possible compensation increases, future customer
relationships, future pricing and terms from our vendors and suppliers, future depreciation and amortization, future asset
utilization, expected tractor and trailer count, expected fleet age, future driver market, expected independent contractor usage,
including the classification of our independent contractors, planned allocation of capital, future equipment costs, future income
tax rates, future insurance and claims expense including our future ability to self-insure, future interest rates, future
maintenance costs, future growth, future safety performance, expected regulatory action and the impact of regulatory changes,
future compliance with law and regulations, future emissions reduction, future litigation and our potential exposure for pending
legal proceedings, future goodwill impairment, future inflation, future share prices, dividends, and repurchases, if any,
potential results of the testing of covenants under the Credit Facilities, expected fuel expense and availability, including
strategies for managing fuel costs, reducing unnecessary or unproductive costs, expected functioning and effectiveness of our
information systems and other technologies we implement and our ability to integrate and safeguard such systems and
technology, our ability to react to changing market conditions, future impact of the COVID-19 outbreak or other similar
outbreaks, future impact of artificial intelligence and other emerging technologies, and future impact of geopolitical conflicts,
including those in Ukraine and the Middle East, among others, are forward-looking statements. Such statements may be
identified by their use of terms or phrases such as “seek,” “expects,” “estimates,” “anticipates,” “projects,” “believes,”
“hopes,” “plans,” “goals,” “intends,” “may,” “might,” “likely,” “will,” “should,” “would,” “could,” “potential,”
“predict,” “continue,” “strategy,” “future,” “outlook,” derivations thereof, and similar terms and phrases. Forward-looking
statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause
future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking
statements. Known factors that could cause or contribute to such differences include, but are not limited to, those discussed in
the section entitled “Risk Factors,” set forth below. Readers should review and consider the factors discussed in “Risk
Factors” of this Annual Report, along with various disclosures in our press releases, stockholder reports, and other filings with
the Securities and Exchange Commission.
All such forward-looking statements speak only as of the date of this Annual Report. You are cautioned not to place undue
reliance on such forward-looking statements. We expressly disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard
thereto or any change in the events, conditions, or circumstances on which any such statement is based.
References in this Annual Report to “we,” “us,” “our,” “Heartland,” or the “Company” or similar terms refer to Heartland
Express, Inc. and its subsidiaries.
Business
General
Heartland Express, Inc. is a holding company incorporated in Nevada, which directly or indirectly owns all of the stock of the
following active legal entities: Heartland Express, Inc. of Iowa, Heartland Express Services, Inc., Heartland Express
Maintenance Services, Inc. ("Heartland Express"), and Midwest Holding Group, LLC and Millis Transfer, LLC ("Millis
Transfer"), and Smith Transport, LLC and Franklin Logistics, LLC ("Smith Transport"), and CFI entities, Transportation
Resources, Inc. and Contract Freighters, Inc. (collectively with certain Mexican entities, "CFI"). Effective December 31, 2023,
Smith Trucking, Inc. was merged into Smith Transport, Inc. Further, effective December 31, 2023 Smith Transport, Inc. and
Franklin Logistics, Inc. were converted to Smith Transport, LLC and Franklin Logistics, LLC, respectively. On May 31, 2022,
3
Heartland Express, Inc. of Iowa acquired Smith Transport, a truckload carrier headquartered in Roaring Spring, Pennsylvania.
On August 31, 2022, Heartland Express, Inc. of Iowa acquired CFI's non-dedicated U.S. dry van and temperature-controlled
truckload business located in Joplin, Missouri, and certain Mexican entities (collectively "CFI Logistica") operations located in
Mexico. We, together with our subsidiaries, are a short, medium, and long-haul truckload carrier and transportation services
provider. We primarily provide nationwide asset-based dry van truckload service for major shippers across the United States,
along with cross-border freight and other transportation services offered through third party partnerships in Mexico.
We, together with our subsidiaries, historically have been a short-to-medium haul truckload carrier and approximately 99.9% of
our operating revenue was derived from shipments within the United States with the remainder being Canada and no operations
in Mexico. With the acquisition of CFI on August 31, 2022, we significantly expanded our scale and our transportation
services. We continue to provide nationwide asset-based dry van truckload service for major shippers from across the U.S. and
now including cross border freight to and from Mexico and our consolidated average length of haul is approximately 400 miles.
We continue to focus on providing high quality service to targeted customers with a high density of freight in our regional
operating areas. We also offer truckload temperature-controlled transportation services and Mexico logistics services, which are
not significant to our consolidated operations. Through the acquisition of CFI, we now provide transportation logistics services
across Mexico for our customers and provide cross-border freight services for customer loads moving from the United States
into Mexico and loads originating from Mexico into the United States. We utilize third party service providers for all miles run
in Mexico and to move freight across the US-Mexico border while leveraging terminal locations in the US and Mexico near the
border to facilitate these moves. We generally earn revenue based on the number of miles per load delivered and the revenue
per mile or per load paid. We operate our consolidated operations under the brand names of Heartland Express, Millis Transfer,
Smith Transport, and CFI. We manage our business based on overall corporate operating goals and objectives that are the same
for all of our brands. Our Chief Operating Decision Maker (“CODM”), our CEO, evaluates the operational efficiencies of our
transportation services, operating performance and asset allocation on a combined basis based on consolidated operating goals
and objectives. We believe the keys to success are maintaining high levels of customer service and safety, which are predicated
on the availability of experienced drivers and late-model equipment. We believe that our service standards, safety record, and
equipment accessibility have made us a core carrier to many of our major customers, as well as allowed us to build solid, long-
term relationships with customers and brand ourselves as an industry leader for on-time service.
Our corporate headquarters is located in North Liberty, Iowa, in a lower-cost environment with ready access to a skilled,
educated, and industrious workforce. Our other terminals are located near major shipping corridors nationwide, affording
proximity to customer locations, driver domiciles, and distribution centers. Approximately 80% of our terminals are located
within 200 miles of the 30 largest metropolitan areas in the U.S. We believe our geographic reach and terminal locations assist
us with driver recruiting and retention, efficient fleet maintenance, and consistent customer engagement.
We were founded by Russell A. Gerdin in 1978 and became publicly traded in November 1986. Over the thirty-seven years
from 1986 to 2023, we have grown our revenues to $1.2 billion from $21.6 million. For the five year period 2019 through 2023
we had the second highest net income, $371.4 million ($429.3 million in 2018 through 2022), and highest revenue, $4.0 billion,
of any previous five year period. Much of our growth has been attributable to expanding service for existing customers,
acquiring new customers, and continued expansion of our operating regions through new and existing customers as well as
strategic acquisitions. More information regarding our total assets, revenues and profits for the past three years can be found in
our “Consolidated Balance Sheets” and “Consolidated Statements of Comprehensive Income” that are included in this report.
We continue to focus on providing quality service to targeted customers with a high density of freight in our regional operating
areas. Organic growth has become increasingly difficult for traditional over-the-road truckload carriers given a shortage of
qualified drivers in the industry and availability of revenue equipment assets. We have completed two recent strategic
acquisitions to combat these industry challenges. In addition, we continue to evaluate and explore different driving options and
offerings for our existing and potential new drivers across our unique mix of driver offerings across Heartland Express, Millis
Transfer, Smith Transport, and CFI.
In addition to past organic growth through the development of our regional operating areas, we have completed ten acquisitions
since 1986 with the most recent and our fifth acquisition since 2013, CFI, occurring on August 31, 2022 following the
acquisition of Smith Transport on May 31, 2022. These ten acquisitions have enabled us to solidify our position within existing
regions, expand into new operating regions, expand service offerings to address longer length of haul needs from customers,
and pursue new customer relationships in new markets, as well as expand business relationships with current customers in new
markets. We are highly selective about acquisitions, with our main criteria being (i) safe operations, (ii) high quality
professional truck drivers, (iii) fleet profile that is compatible with our philosophy or can be replaced economically, and (iv)
freight profile that will allow a path to a low-80s operating ratio upon full integration, application of our cost structure, and
freight optimization, including exiting certain business that fails to meet our operating profile. We have historically been a debt
free organization although with the acquisition of CFI we now have a significant amount of debt. We have also significantly
4
lowered our debt balance from 2022 to 2023. We expect to continue to evaluate acquisition candidates presented to us,
however, we do not expect to make any significant acquisitions while we are paying down debt. We believe future growth
depends upon several factors including the level of economic growth and the related customer demand, the available capacity in
the trucking industry, our ability to identify and consummate future acquisitions, our ability to integrate operations of acquired
companies to realize efficiencies, and our ability to attract and retain experienced drivers that meet our hiring standards.
Operations
Our operations department focuses on the successful execution of customer expectations and providing consistent opportunities
for our drivers, in conjunction with maximizing equipment utilization. These objectives require a combined effort of marketing,
regional operations managers, and fleet management.
Our customer service department is responsible for maintaining the continuity between the customer’s needs and our ability to
meet those needs by communicating the customer’s expectations to the fleet management group. Collectively, the marketing
and operations groups (customer service and fleet management) are charged with developing customer relationships, ensuring
service standards, coordinating proper freight-to-capacity balancing, trailer asset management, and daily tactical decisions to
match customer demand with revenue equipment availability across our entire network. Fleet management assigns orders to
drivers based on well-defined criteria, such as United States Department of Transportation (the “DOT”) hours of service
("HOS") compliance, customer requirements, equipment utilization, driver “home time” and other driver needs, limiting non-
revenue miles, and equipment maintenance needs.
Fleet management employees are responsible for driver management, development, and retention. Additionally, they maximize
the capacity that is available to meet the service needs of our customers. Their responsibilities include meeting the needs of the
drivers within the standards that have been set by the organization and communicating the requirements of the customers to the
drivers on each order to ensure successful execution.
Serving the short-to-medium haul market permits us to use primarily single rather than team drivers and dispatch most loads
directly from origin to destination without an intermediate equipment change other than for driver scheduling purposes. During
2023, approximately 70% of our loads were less than 500 miles in length of haul. Substantially all of our revenue is, and for the
last three fiscal years has been, generated from within the U.S. with immaterial revenue derived from Mexico and Canada.
We operate thirty-one terminal facilities throughout the contiguous U.S. and one in Mexico following the CFI acquisition, in
addition to our terminal and corporate headquarters in North Liberty, Iowa. These terminal locations are strategically located to
concentrate on regional freight movements generally within a 500-mile radius of the terminals. This allows us to meet the needs
of our customers in those regions while allowing our drivers to primarily stay within an operating region which provides them
with more “home time.” This also allows us opportunities to service and maintain revenue equipment across all subsidiaries, at
our facilities on a frequent basis.
Personnel at the individual terminal locations manage these operations based on the overall corporate operating and
maintenance goals and objectives. Our CODM evaluates the operational efficiencies of the Company's transportation services
and operating performance of terminals on a combined basis based on consolidated operating ratio and reports detailing all of
the Company’s load movements, rate per mile, and non-revenue miles. Our reporting units operate centralized computer
networks within their respective operations and regular communication to achieve enterprise-wide load coordination. We are
actively working to better integrate computer networks across reporting units.
We emphasize customer satisfaction through on-time performance, dependable late-model equipment, and consistent equipment
availability to meet the volume requirements of our customers. We also maintain a trailer to tractor ratio that allows us to
position trailers at customer locations for convenient loading and unloading. The freight we transport is predominately non-
perishable and does not require driver handling. These factors help minimize waiting time, which increases tractor utilization
and promotes driver retention.
Customers, Marketing, Safety and Diversity
We seek to transport freight that will complement traffic in our existing service areas and remain consistent with our focus on
short-to-medium haul, regional distribution markets, and cross-border freight to and from Mexico. Management believes that
building lane density in our primary traffic lanes will minimize empty miles and enhance driver “home time.”
We target customers with multiple, time-sensitive shipments, including those utilizing “just-in-time” manufacturing and
inventory management. In seeking these customers, we have positioned our business as a provider of premium service at
5
compensatory rates, rather than competing solely on the basis of price. We believe our reputation for quality service, reliable
equipment, and equipment availability makes us a core carrier for many of our customers. This past year we once again were
recognized for customer service by several of our customers as a testament to our service standards. These awards include:
•
•
•
•
•
•
•
•
•
•
FedEx Express National Carrier of the Year (12 years in a row)
FedEx Express Platinum Award (99.98% On-Time Delivery)
Lowe’s One-Way Outbound Carrier of the Year
United Sugar Producers & Refiners Carrier of the Year
Mark Anthony Carrier of the Year
PepsiCo Transportation WHD West Division Carrier of the Year
PepsiCo Transportation WHD Central Region Carrier of the Year - Foods
DHL/Tempur Pedic Carrier of the Year
Uber Freight Carrier of the Year
Henkel Carrier Base Logistics Award – Asset Excellence
During 2023, we were also recognized with the following environmental, operational, safety, and community service awards:
•
•
•
•
•
•
Smartway – High Performer Award
Logistics Management Quest for Quality Award (our 19th award in 21 years)
CFI Driver Zach Yeakley TCA’s Highway Angel of the Year
CFI Driver Endrea Davisson – Women in Trucking Association – 2023 Top Women to Watch in Transportation
Wreaths Across America Honor Fleet (our 9th year)
Pepsi Co “Rolling Remembrance” Participant
These awards are hard-earned and are a direct reflection upon our outstanding group of employees and our focus on excellence
in all areas of our business.
Our primary customers include retailers, manufacturers and parcel carriers. Our 25, 10, and 5 largest customers accounted for
approximately 56%, 36%, and 22% of our operating revenues, respectively, in 2023. Further diversification of customers was
the result of the Smith Transport and CFI acquisitions in 2022. During 2022, our 25, 10, and 5 largest customers were
approximately 61%, 41%, and 27%, of our operating revenues respectively. Our broad capacity network and customer base has
allowed us to remain appropriately diversified as no customer accounted for more than 10% of our operating revenues in 2023
or 2022, while one customer accounted for 10% of our operating revenues in 2021.
Environmental and Sustainability
We have adopted an "Environmental and Sustainability Mission". This document portrays our commitment to the environment
and sustainability through our long track record of successful business practices. Through equipment designs, equipment
replacement strategies, idle reduction techniques, solar energy and battery usage, and practices at each of our terminals, we are
focused on reducing waste and conserving energy. Heartland's sustainability efforts are endorsed and overseen by senior
management throughout the Company. Our efforts have been recognized by the U.S. EPA SmartWay Excellence Award in
seven of the last nine years of award consideration. Furthermore, we have been recognized as a SmartWay High Performer
seven times.
Human Rights
We have adopted a "Human Rights Mission". This document portrays our commitment to human rights through diversity and
inclusion, workplace safety and health, and prohibitions on forced labor and human trafficking. Heartland's human rights efforts
are endorsed and overseen by senior management throughout the Company. The Company is a sponsor of the organization,
“Truckers Against Trafficking” (TAT). TAT exists to educate, equip, empower and mobilize members of the trucking, bus and
energy industries to combat human trafficking.
Seasonality
We operate in a cyclical industry, within any given year there is also seasonality to typical freight patterns. Our tractor
productivity decreases during the winter season because inclement weather impedes operations, and some shippers reduce their
shipments after the winter holiday season. Revenue can also be affected by bad weather, holidays, and the number of business
days that occur during a given period, since revenue is directly related to available working days of shippers. At the same time,
operating expenses increase and fuel efficiency declines because of engine idling in extreme weather conditions, while harsh
6
weather creates higher accident frequency, increased claims, and more equipment repairs. In addition, many of our customers,
particularly those in the retail industry where we have a large presence, demand additional capacity during the fourth quarter,
which limits our ability to take advantage of more attractive market rates that generally exist during such periods. Demand
during the fourth quarter may be muted during soft freight environments, like we experienced in the last two years. We may
also suffer from natural disasters and weather-related events, such as tornadoes, hurricanes, blizzards, ice storms, floods, and
fires, which may increase in frequency and severity due to climate change, as well as other man-made disasters. These events
may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, destroy our assets,
or adversely affect the business or financial condition of our customers.
Drivers, Independent Contractors, and Other Employees
We rely on our workforce in achieving our business objectives. During the year ended December 31, 2023, we employed an
average of approximately 6,320 people compared to approximately 4,710 people during the year ended December 31, 2022. As
of the end of February 2024 we employed approximately 6,040 employees. The increase in average employees during the year
ended December 31, 2023 was predominantly due to the acquisitions of Smith Transport and CFI in May and August 2022,
respectively. We also contracted with independent contractors to provide and operate tractors which provides us additional
revenue equipment capacity, although not material to our operations. Independent contractors own their own tractors and are
responsible for all associated expenses, including financing costs, fuel, maintenance, insurance, and highway use taxes. For the
years ended December 31, 2023 and 2022, independent contractors accounted for approximately 5.0% and 2.7% of our total
miles, respectively. The increase in independent contractor miles is due to the CFI acquisition. We also utilize third party
carriers to facilitate our Mexico logistics operations, following the CFI acquisition. These expenses are presented as rent and
purchased transportation costs.
The trucking industry has been faced with a qualified driver shortage. During 2021, increased freight demand, combined with
the COVID-19 pandemic, intensified an already challenging qualified driver market. Competition for qualified drivers
continued to be challenging in 2023 and is expected to be a challenge going forward due to the decreasing numbers of qualified
drivers in our industry. However, driver availability began to change late in 2022 and into 2023, as a result of the declining
freight and economic environments and we believe certain drivers have moved from smaller less financially stable carriers to
more financially stable carriers and from independent contractors to company drivers. Although there has been some increased
movement of drivers between companies in our industry, the issue of a decreasing amount of qualified CDL drivers in our
industry continues. We continually explore new strategies to attract and retain qualified drivers with changes in market
conditions and demands. We hire the majority of our drivers with at least six months of over-the-road experience and safe
driving records. As discussed below, the Company's driver training program provides an additional source of future potential
professional drivers. In order to attract and retain experienced drivers who understand the importance of customer service, we
have sought to solidify our position as an industry leader in driver compensation in our operating markets and for the services
we provide. We have continued to get more creative in providing better pay, benefits, equipment, and facilities for our drivers.
Our comprehensive driver compensation and benefits program rewards drivers for years of service and safe operating mileage
benchmarks, which are critical to our operational and financial performance. Certain driver pay packages include minimum pay
protection provisions, future pay increases based on years of continued service with us, increased rates for accident-free miles
of operation, detention pay, and other pay programs to assist drivers with unproductive time associated with circumstances
outside of their control, such as inclement weather, equipment breakdowns, and customer issues. As a result of the freight
environment during 2023, we paid more through these programs, resulting in an increase of driver pay per mile and as a
percentage of revenue. This has allowed us to maintain driver turnover rates lower than the industry average. We believe that
our driver compensation and benefits package is consistently among the best in the industry. We are committed to investing in
our drivers and compensating them for safety as both are key to our operational and financial performance. Currently over 10%
of our driver employees, individually, have achieved 1.0 million safe miles.
In response to the driver shortage in our industry, the Company continues to evaluate and pursue the expansion of driver
training schools. Millis Transfer has operated a driver training school program, Millis Training Institute, since 1989. Millis
Training Institute is a driver training program dedicated to identifying, training, and developing capable individuals into
obtaining their commercial driving license and becoming professional truck drivers. This driver training program currently
provides a source of qualified professional drivers for our Company. The driver training program offers an additional
opportunity to hire professional drivers other than the traditional approach of hiring only experienced over-the-road drivers.
During 2022, we rolled out the first Heartland Training Institute location in Phoenix, Arizona, modeled after the successful
program in place at Millis Transfer. We will continue to evaluate this training program for future expansion. Further, CFI has
partnered with training facilities as a source of driver trainees, but does not operate a driver training school program.
We are not a party to a collective bargaining agreement. We believe that we have good relationships with our employees.
7
Driver Compensation
Our comprehensive driver compensation program rewards drivers for years of service and safe operating mileage benchmarks,
which are critical to our operational and financial performance. Our driver pay package generally includes weekly base pay
minimums for mileage based drivers, future pay increases based on years of continued service with us, increased rates for
accident-free miles of operation, detention pay, and other pay programs to assist drivers with unproductive time. We believe
that our driver compensation package, compared to others in our industry, is consistently among the best in the industry. We are
committed to investing in our drivers and compensating them for safety as both are key to our operational and financial
performance. We also invest a significant amount of capital in our terminal facilities as we strive to offer our driver employees
up to date and convenient amenities throughout our terminal network across the country while they are away from home. Over
the last three years we have invested $106.5 million in terminal properties while also divesting of four of our properties for a
combined $98.8 million gain.
Revenue Equipment
Our industry is very capital intensive as it relates to tractors and trailers. One of our core operating goals is to maintain a
modern fleet of tractor and trailer equipment. The overall performance and reliability of tractor equipment typically has
increased with each new model year of tractors that we have acquired in the last 5 years. By maintaining late model year
tractors, a low average age, we experience better operating performance. Our drivers, along with the Company, benefit from the
latest safety technologies and features that we choose to equip our tractors with. The modern fleet appeals to new drivers and
aids in the retention of current drivers. Deploying this core strategy, along with idle management and driver comfort
technology, also allows us to reduce our carbon footprint. This is evidenced by us being awarded the U.S. Environmental
Protection Agency SmartWay Excellence Award in seven of the last nine years of award consideration. Furthermore, we have
been recognized as a SmartWay High Performer seven times.
We have historically owned our tractors and trailers and do not lease revenue equipment, other than when we have acquired
companies that have utilized leases. Historically, we have paid cash for the acquisition of new revenue equipment. These
strategies allow us the flexibility to buy and sell tractors (and trailers) opportunistically to capitalize on new and used equipment
markets, size our fleet to the volume of attractive freight, and manage cash tax expense. One method we use to accomplish
these goals is to depreciate our new tractors (excludes assets acquired through an acquisition) for financial reporting purposes
using the 125% declining balance method, in which depreciation is higher in early periods and tapers off in later periods. We
believe this method more accurately reflects actual asset values and affords us the flexibility to sell tractors at most points
during their life cycle without experiencing losses. In addition, the decline in depreciation during later periods is typically offset
by increased repairs and maintenance expense as the tractors age, which keeps our total operating costs more uniform over the
operating life of the equipment. Trailers are depreciated using the straight-line method.
Revenue equipment acquired through acquisitions is generally revalued to current market values as of the acquisition date.
Assets obtained more than a year prior to the acquisition by the acquired company are depreciated on a straight-line basis
aligned with the remaining period of expected use, whereas those obtained less than a year prior are depreciated consistent with
newly purchased assets. As acquired equipment is replaced, our fleet returns to our base methods of declining balance
depreciation for tractors and straight-line depreciation for trailers. We believe our revenue equipment strategy is sound over the
long term. However, it can contribute to volatility in gain on sale of equipment and quarterly earnings per share.
At December 31, 2023, all of our operating tractor fleet was equipped with event recorders and accident avoidance technology.
All over-the-road tractors are equipped with mobile communication systems that comply with the latest electronic log device
regulations. These units are the base communication with our drivers. This technology allows for efficient real-time
communication with our drivers regarding freight and safety (e.g. weather shutdowns), as well as fueling decisions, and
provides the ability to manage the needs of our customers based on real-time information on load status. Our mobile
communication systems also allow us to obtain information regarding equipment for better planning and efficient maintenance
time as well as information regarding driver performance and efficiency.
As of December 31, 2023 the average age of our tractor fleet was 2.2 years compared to 2.0 years at December 31, 2022. We
have historically operated the majority of our tractors while under warranty to minimize repair and maintenance cost and reduce
service interruptions caused by breakdowns. The average age of our trailer fleet was 6.4 years at December 31, 2023 compared
to 6.3 years at December 31, 2022. The average age of our tractor and trailer fleets was impacted by the inclusion of the Smith
Transport and CFI equipment obtained through our 2022 acquisitions in comparison to our average age before those
acquisitions.
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We obtain a small portion of our tractor capacity through the use of independent contractors who own their own tractor
equipment, although our use of independent contractors is not material to our overall operations, the portion of independent
contractors has increased as a result of the CFI acquisition. Independent contractors are responsible for the maintenance of their
equipment.
The "Regulation" section of this Annual Report discusses in detail several regulations that have impacted and could continue to
affect our cost and use of revenue equipment.
Fuel
We mainly purchase diesel fuel ("fuel") over-the-road through a network of fuel stops throughout the U.S. at which we have
negotiated price discounts. In addition, bulk fuel sites are maintained at twenty-four of our terminal locations. We strategically
manage fuel purchase decisions based on pricing of over-the-road fuel prices, bulk fuel prices, and the routing of equipment.
Both above ground and underground storage tanks are utilized at the bulk fuel sites. We believe exposure to environmental
cleanup costs is minimized by periodic inspection and monitoring of the tanks. We also have insurance policies in place for the
operation of our tanks located at terminal locations. Increases in fuel prices can have a significant adverse effect on the results
of operations given the amount of fuel we consume. We have fuel surcharge agreements with most customers that enable us to
pass through most long-term price increases. For the years ended December 31, 2023, and 2022, fuel expense was $212.2
million and $194.6 million, or 18.2% and 25.0%, respectively, of our total operating expenses. For the years ended December
31, 2023 and 2022, fuel surcharge revenues were $173.8 million and $169.2 million, respectively. Department of Energy
(“DOE”) average price of fuel decreased 15.5% in 2023 compared to 2022, which had a corresponding positive impact on our
net fuel cost, before the impacts of improved fleet efficiency, for the year ended December 31, 2023 compared to 2022. Fuel
consumed by empty and out-of-route miles and by truck engine idling time is not recoverable and therefore any increases or
decreases in fuel costs related to empty and out-of-route miles and idling time will directly impact our operating results. Even
though average fuel prices declined in 2023 compared to 2022, empty route miles were significantly higher in 2023 due to soft
freight demand.
Competition and Industry
The truckload industry is highly competitive and fragmented with thousands of carriers of varying sizes. We compete with
other truckload carriers; primarily those serving the regional, short-to-medium haul market. Logistics providers, railroads, less-
than-truckload carriers, and private fleets provide additional competition but to a lesser extent. The industry is highly
competitive based primarily upon freight rates, qualified drivers, service, and equipment availability. We specialize in time-
sensitive shipments, including "just-in-time" and similar types of freight. We provide premium service at compensatory rates,
rather than competing solely on the basis of price.
We operate in a cyclical industry. In early 2022, freight demand was initially strong, following an extended period of freight
demand at peak levels that began in mid 2020 and continued throughout 2021 and into 2022. Freight demand began to soften in
the back half of 2022 and continued to degrade throughout all of 2023. We expect freight demand to remain challenged at lower
demand levels in at least the first half of 2024 based upon the freight demand experienced in January and February of 2024. We
expect the strategic changes that we have implemented during 2023 will improve our operational readiness ahead of future
expected freight demand growth, which could happen as soon as mid to late 2024. However, continued supply chain issues for
tractors, trailers and related parts, general consumer product output and inventory volatility, consumer demand, the political
landscape, foreign wars, and disruption in oil and diesel markets all could create additional volatility regarding freight demand
during 2024.
We continue to focus on providing quality service to targeted customers with a high density of freight in our regional operating
areas. Organic growth has become increasingly difficult for traditional over-the-road truckload carriers given a shortage of
qualified drivers in the industry and availability of revenue equipment assets. We have completed two recent strategic
acquisitions to combat these industry challenges. In addition, we continue to evaluate and explore different driving options and
offerings for our existing and potential new drivers across our unique mix of driver offerings at Heartland Express, Millis
Transfer, Smith Transport, and CFI.
The trucking industry also faces a shortage of qualified drivers, as discussed above under the heading “Drivers, Independent
Contractors, and Other Employees.”
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Safety and Risk Management
Our safety program is designed to minimize accidents and to conduct our business within governmental safety regulations. We
communicate safety issues with drivers on a regular basis and also emphasize safety through equipment specifications and
regularly scheduled maintenance intervals. Our drivers are compensated and recognized for achieving and maintaining a safe
driving record.
The primary risks associated with our business include cargo loss and physical damage, personal injury, property damage, and
workers’ compensation claims. We self-insure a portion of the exposure related to all of the aforementioned risks. Insurance
coverage, including self-insurance retention levels, is evaluated on an annual basis. We actively participate in the settlement of
each claim incurred.
We act as a self-insurer for auto liability, defined as including property damage, personal injury, or cargo. Under the April 2023
renewal, our auto liability retention limit across all operating entities was increased to $3.0 million for any individual claim
based on the insured party, accident date, and circumstances of the loss event subject to a $3.5 million corridor for any one
accident or combination of accidents that exceed $3.0 million. Prior to the April 2023 renewal, Heartland Express, Millis
Transfer, and CFI had a retention limit of $2.0 million and Smith Transport had a retention limit of $0.5 million. In addition to
the $2.0 million base retention limit, Heartland Express, Millis Transfer, and CFI were subject to a $1.0 million corridor for any
one accident or combination of accidents that exceeded $2.0 million. For the April 2023 renewal, liabilities in excess of the
$3.0 million deductible and $3.5 million corridor are covered by insurance up to $80.0 million. We retain any liability in excess
of $80.0 million. Prior to the April 2023 renewal, our excess limit was $60.0 million, including retention of 50% of exposure
from $5.0 million to $10.0 million. Furthermore, under the April 2023 renewal, our premiums are subject to upward or
downward adjustments based on claims experience in the $3.0 million to $10.0 million policy during the three year program.
The elevated retention limit and the premium adjustment feature could lead to increased volatility in our insurance and claims
expense, depending on the frequency and magnitude of claims.
We act as a self-insurer for workers’ compensation based on defined insurance retention of $1.0 million. We act as a self-
insurer for property damage to our tractors and trailers. We maintain a general insurance coverage policy for our terminal
facilities with a $0.25 million deductible.
Regulation
Transportation Regulations
We are a common and contract motor carrier regulated by the DOT and various state and local agencies. We operate under
DOT authorities respective to our four individual operating brands. The DOT generally governs matters such as safety
requirements, registration to engage in motor carrier operations, insurance requirements, and periodic financial reporting. Our
Company drivers and independent contractor drivers also must comply with the safety and fitness regulations of the DOT,
including those relating to drug and alcohol testing and HOS. Such matters as weight and equipment dimensions are also
subject to U.S. regulations. We also may become subject to new or more restrictive regulations relating to fuel emissions,
drivers' HOS, ergonomics, or other matters affecting safety or operating methods. Other agencies, such as the Environmental
Protection Agency ("EPA") and the Department of Homeland Security ("DHS") also regulate our equipment, operations, and
drivers.
The DOT, through the Federal Motor Carrier Safety Administration (“FMCSA”), imposes safety and fitness regulations on us
and our drivers, including rules that restrict driver HOS. Changes to such HOS rules can negatively impact our productivity and
affect our operations and profitability by reducing the number of hours per day or week our drivers may operate and/or
disrupting our network. The FMCSA has made changes to the HOS rules in recent years that include greater flexibility to truck
drivers regarding their 30-minute rest breaks, an extension of the shorthaul exemption by an additional two hours, and an
extension of duty time for drivers encountering adverse weather by up to two hours. Certain industry groups have challenged
these rules in court, and while the FMCSA's final rule has been upheld, it remains unclear if industry or other groups will bring
additional challenges against the FMCSA's final rule. Any future changes to HOS rules could materially and adversely affect
our operations and profitability.
There are two methods of evaluating the safety and fitness of carriers. The first method is the application of a safety rating that
is based on an onsite investigation and affects a carrier’s ability to operate in interstate commerce. We currently have a
satisfactory DOT safety rating under this method, for each of our respective DOT authorities, which is the highest available
rating under the current safety rating scale. If we received a conditional or unsatisfactory DOT safety rating, it could adversely
affect our business, as some of our existing customer contracts require a satisfactory DOT safety rating. In January 2016, the
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FMCSA published a notice of proposed rulemaking outlining a revised safety rating measurement system which would replace
the current methodology of whether carriers are fit to operate commercial motor vehicles (“CMV”). Based on feedback and
other concerns raised by industry stakeholders during the public comment period in March 2017, the FMCSA withdrew the
notice of proposed rulemaking related to the new safety rating system. In its notice of withdrawal, the FMCSA noted that a
similar process may be initiated in the future.
In addition to the safety rating system, the FMCSA has adopted the Compliance Safety Accountability (“CSA”) program as an
additional safety enforcement and compliance model that evaluates and ranks fleets on certain safety-related standards. The
CSA program analyzes data from roadside inspections, moving violations, crash reports from the last two years, and
investigation results. The data is organized into seven categories (such categories are known as the “BASICs”). Carriers are
grouped by category with other carriers that have a similar number of safety events (e.g., crashes, inspections, or violations) and
carriers are ranked and assigned a rating percentile to prioritize them for interventions if they are above a certain threshold.
Generally, these scores do not have a direct impact on a carrier’s safety rating. However, the occurrence of unfavorable scores
in one or more categories may (i) affect driver recruiting and retention by causing high-quality drivers to seek employment with
other carriers, (ii) cause our customers to direct their business away from us and to carriers with higher fleet rankings, (iii)
subject us to an increase in compliance reviews and roadside inspections, (iv) cause us to incur greater than expected expenses
in our attempts to improve unfavorable scores or (v) increase our insurance costs, any of which could adversely affect our
results of operations and profitability.
Under the CSA, these scores were initially made available to the public in five of the seven categories. However, pursuant to
the Fixing America's Surface Transportation Act (the "FAST Act"), which was signed into law in December 2015, the FMCSA
was required to remove from public view the previously available CSA scores while it reviews the reliability of the scoring
system. During this period of review by the FMCSA, we will continue to have access to our own scores and will still be subject
to intervention by the FMCSA when such scores are above the intervention thresholds. We will continue to monitor our CSA
scores and compliance through results from roadside inspections and other data available to detect positive or negative trends in
compliance issues on an ongoing basis. A study was conducted and delivered to the FMCSA in June 2017 with several
recommendations to make the CSA program more fair, accurate, and reliable. In June 2018, the FMCSA provided a report to
Congress outlining the changes it may make to the CSA program in response to the study. Such changes include the testing and
possible adoption of a revised risk modeling theory, potential collection and dissemination of additional carrier data and revised
measures for intervention thresholds. The adoption of such changes is contingent on the results of the new modeling theory and
additional public feedback. Therefore, it is unclear if, when and to what extent such changes to the CSA program will occur.
In February 2023, the FMCSA published a notice of proposed changes to its Safety Measurement System (“SMS”)
methodology, including the BASIC categories. In August 2023, the FMCSA announced in an advanced notice of proposed
rulemaking and request for comments that it was interested in developing a new methodology to determine whether a carrier is
fit to operate CMVs. Additionally, the U.S. Government Accountability Office made a suggestion in 2023 to the FMCSA to
make complaint data public. Currently, it is uncertain what changes, if any, the FMCA will make to the CSA rating system or
the SMS methodology; however, any change which would result in the Company or its subsidiaries receiving less favorable
scores, or an increased visibility of less favorable scores or of complaints against the Company may have an adverse effect on
our operations and financial position. Moreover, in September 2023, the FMCSA announced a proposal that would allow
carriers to undergo an appeal process for requests of data review, which are in relation to such requests through the agency’s
DataQs system. The proposal, if adopted, may provide an opportunity for the Company to appeal in certain scenarios which
could result in more favorable outcomes. Another source of potential changes may be from the FMCSA’s study on the
causation of crashes, known as the Crash Causal Factors Program (“CCFP”) which builds upon the FMCSA’s previous Large
Truck Crash Causation Study. Phase 1 of the CCFP is designed to study crashes of heavy-duty trucks and a report from Phase 1
of the CCFP is expected in 2029. Any changes that increase the likelihood of us receiving unfavorable scores could adversely
affect our results of operations and profitability.
In May 2020 the FMCSA announced that effective immediately it is making permanent a pilot program that will not count a
crash in which a motor carrier was not at fault when calculating the carrier’s safety measurement profile, called the Crash
Preventability Demonstration Program (“CPDP”). The CPDP expands the types of eligible crashes, modify the SMS to exclude
crashes with not preventable determinations from the prioritization algorithm, and note the not preventable determinations in
the Pre-Employment Screening Program. Under the program, carriers with eligible crashes that occurred on or after August
2019, may submit a Request for Data Review with the required police accident report and other supporting documents, photos
or videos through the FMCSA’s DataQs website. If the FMCSA determines the crash was not preventable, it will be listed on
the SMS but not included when calculating a carrier’s BASICs measure for the crash indicator category in SMS.
In December 2016, the FMCSA issued a final rule establishing a national clearinghouse for drug and alcohol testing results and
requiring motor carriers and medical review officers to provide records of violations by commercial drivers of FMCSA drug
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and alcohol testing requirements. Motor carriers are required to query the clearinghouse to ensure drivers and driver applicants
do not have violations of federal drug and alcohol testing regulations that prohibit them from operating CMVs. The final rule
became effective in 2017, with an initial compliance date of January 2020 and certain compliance dates extended until January
2023. Currently, the Company is required to (i) report drug and alcohol violations to the clearinghouse based upon DOT
requirements; (ii) query the clearinghouse regarding drug and alcohol violations for current and prospective employees prior to
permitting such employees to operate a CMV; and (iii) query the clearinghouse for each currently employed driver annually.
Beginning November 2024, states will be required to query the Clearinghouse when issuing, renewing, transferring, or
upgrading a commercial driver's license and must revoke a driver's commercial driving privileges if such driver is prohibited
from driving a motor vehicle for one or more drug or alcohol violations. It is expected that the effects from the rule may further
impair the pool of available drivers.
In September 2020, the Department of Health and Human Services (“DHHS”) announced proposed mandatory guidelines to
allow employers to drug test truck drivers and other federal workers for pre-employment and random testing using hair
specimens. However, the proposal also requires a second sample using either urine or an oral fluid test if a hair test is positive,
if a donor is unable to provide a sufficient amount of hair for faith-based or medical reasons, or due to an insufficient amount or
length of hair. The proposal specifically requires that the second test be done simultaneously at the collection event or when
directed by the medical review officer after review and verification of laboratory-reported results for the hair specimen. DHHS
indicated the two-test approach is intended to protect federal workers from issues that have been identified as limitations of hair
testing, and related legal deficiencies identified in two prior court cases. In 2022, an industry group known as the Trucking
Alliance sought an exemption from the FMCSA that would allow positive hair specimen tests to be uploaded into the FMCSA
Drug and Alcohol Clearinghouse. This request was denied by the FMCSA, however, noting they cannot act until the DHHS
finalizes these guidelines. Additionally, in February 2022 the DOT issued a notice of proposed rulemaking that would include
oral fluid testing as an alternative to urine testing for purposes of the DOT’s drug testing program, with a goal of improving the
integrity and effectiveness of the drug testing program, along with potential cost savings to regulated parties. In May 2023, a
final rule was published amending DOT’s drug testing program to include oral fluid testing, and became effective June 2023;
however, implementation cannot take effect until DHHS approves at least two laboratories to conduct oral fluid testing.
Currently, DHHS has not approved any laboratories. Any final rule may reduce the number of available drivers. We currently
perform urine testing but are testing and monitoring the use of hair specimen testing at one of our subsidiaries. Finally, federal
drug regulators have announced a proposal to add fentanyl to a drug testing panel that would detect the use of such drug among
safety-sensitive federal employees, which would include truck drivers if adopted by the DOT. If the proposal is accepted,
DHHS expects to add fentanyl to the testing panel at some point in 2024.
Other rules have been proposed or made final by the FMCSA, including a rule setting forth minimum driver training standards
for new drivers applying for commercial driver’s licenses for the first time and to experienced drivers upgrading their licenses
or seeking certain endorsements, including a hazardous materials endorsement, known as the Entry-Level Driver Training
regulations (the "ELDT Regulations"), which was made final in December 2016, with an initial compliance date in February
2020. However, in May 2020, the FMCSA approved an interim rule delaying implementation of the ELDT Regulations by two
years, which extended the compliance date until February 2022. Now that the ELDT Regulations are in effect, training schools
and other programs (including ours) are required to implement the prescribed curriculum and register with the FMCSA's
Training Provider Registry to certify that their program meets the classroom and driving standards. We are also required to
comply with this rule in the course of operating our driving schools. The effects of these rules may result in a decrease in fleet
production and driver availability or an increase in the time and expense required to operate or expand our driving academies
and driver training programs (or both), any of which could adversely affect our business, operations or profitability.
In February 2023, the FMCSA issued a supplemental notice of proposed rulemaking requesting additional information on
automated driving systems (“ADS”) and seeking comment on regulatory approaches that would enable it to obtain relevant
safety information and the current and anticipated size of the population of carriers operating ADS-equipped CMVs. Public
comment on the supplemental notice closed in March 2023, and it remains to be seen what, if any, final rules will stem
therefrom. In June 2023, the FMCSA and the National Highway Traffic Safety Administration ("NHTSA") issued a joint
proposed rule that would require automated emergency braking on all new heavy-duty trucks. Additionally, in April 2023,
NHTSA issued an advance notice of proposed rulemaking that would require side underride guards to be installed on all new
heavy-duty trucks. It remains to be seen what, if any, final rules will stem from such proposals.
Our industry is also subject to a number of recently proposed rules which mandate the use of speed-limiting devices in certain
CMVs. In July 2017, the DOT announced that it would no longer pursue a speed limiter rule but left open the possibility that it
could resume such a pursuit in the future. In May 2021, however, the Cullum Owings Large Truck Safe Operating Speed Act
was reintroduced into the U.S. House of Representatives and would require CMVs with a gross weight of more than 26,000
pounds to be equipped with a speed limiter that would limit the vehicle’s speed to no more than 65 M.P.H. Furthermore, in
April 2022, the FMCSA issued a notice of intent to propose a rule during 2023 that will require certain commercial vehicles to
12
be equipped with speed limiters; however, no final rule was proposed. It is now expected that the DOT will issue a rule
regarding speed-limiting devices in 2024. The effect of these rules, to the extent they become effective, could result in a
decrease in fleet production and driver availability, either of which could adversely affect our business or operations.
Among other things, the Infrastructure Investment and Jobs Act (“IIJA”), signed into law by President Biden in November
2021, created an apprenticeship program for drivers aged 18 to 20 years old to eventually qualify to drive commercial trucks in
interstate commerce. The provision drew certain mechanics from the bills introduced in Congress in 2019 related to lowering
the age requirements for interstate commercial driving. The FMCSA announced the establishment of this apprenticeship
program in January 2022 in an effort to begin to help the industry’s ongoing driver shortage. This program, known as the Safe
Driver Apprenticeship Pilot Program (“SDAP”), is open to 18 to 20-year-old drivers who already hold intrastate commercial
driver's licenses and sets a strict training regimen for participating drivers and carriers to comply with. Motor carriers interested
in participating must complete an application for participation and submit monthly data on an apprentice’s driver activity, safety
outcomes, and additional supporting information. The SDAP is limited to 3,000 driver-apprentices at any given time, with new
driver-apprentices allowed into the program to replace those that leave or age out. In May 2023, the DRIVE Safe Integrity Act
of 2023 was introduced, which supports participation in the SDAP and would permit 18- to 20-year-olds to operate across state
lines if data from the SDAP does not indicate such drivers are less safe than current CMV drivers. Whether this legislation will
ultimately become law is uncertain. It remains unclear whether any regulatory changes will stem from the apprenticeship
program.
The IIJA also required that the FMCSA clarify the differences between brokers, bona fide agents, and dispatch services, and to
further specify its interpretation of the definitions of “broker” and “bona fide agents.” Final guidance was later issued by the
FMCSA in June 2023, setting forth that the distinction between the two largely hinges upon control and whether the person or
company is engaged in the allocation of traffic between motor carriers. Several of the Company’s subsidiaries currently hold
FMCSA brokerage authority, so while the impact of this guidance remains to be seen, the Company does not currently
anticipate an adverse impact on its operations. Additionally, in a November 2023 final rule, the FMCSA implemented more
oversight of truck brokers, freight forwarders, and the surety bond and trust companies that back them. The final rule, which
became effective in January 2024, modified regulations in five areas: (i) assets readily available, (ii) immediate suspension of
broker/freight forwarder operating authority, (iii) surety or trust responsibilities, (iv) enforcement authority, and (v) entities
eligible to serve as BMC-85 trustees. Among other changes, the rule allows brokers or freight forwarders to meet regulatory
requirements to have “assets readily available” by maintaining trusts that meet certain criteria, including that they can be
liquidated within seven calendar days of an event that triggers a payment from the trust. The rule also stipulates that “available
financial security” falls below $75,000 when there is a drawdown on the broker or freight forwarder’s surety bond or trust fund.
Implementation and compliance with these changes may negatively impact our business by increasing our compliance
obligations, operating costs, and related expenses.
Recently, federal courts have reached different decisions on the issue of whether preemption applies to broker liability. In June
2022, the United States Supreme Court (the “Supreme Court”) declined to review a Ninth Circuit Court of Appeals decision
involving a personal injury suit alleging that a freight broker had liability for an accident because it breached its duty to select a
competent contractor to transport the load in question. In its petition to the Supreme Court, the broker unsuccessfully argued
that the Ninth Circuit’s decision improperly disallowed federal preemption and would expose freight brokers to a patchwork of
state regulations across the United States. In April 2023, the Eleventh Circuit Court held that the Federal Aviation
Administration Authorization Act (“FAAAA”) expressly preempted such personal liability claims against a broker.
Additionally, in July 2023, the Seventh Circuit Court of Appeals affirmed the holding of a lower court that the FAAAA’s
preemption provision applied and that a certain safety exception within the FAAAA did not save the plaintiff’s claim from
preemption. In January 2024, the U.S. Supreme Court declined to review the case from the Seventh Circuit Court of Appeals. It
is uncertain how long the current circuit split will continue and whether the U.S. Supreme Court will decide to review similar
cases in the future. If additional circuit courts, or the U.S. Supreme Court, adopt the Ninth Circuit view, freight brokers’ ability
to rely on federal agency standards in selecting motor carriers would be called into question. It could also lead to primary (as
opposed to contingent) liability being imposed upon freight brokers, and increased insurance premiums for brokerage
operations generally. Although we are committed to selecting safe and secure motor carriers in carrying out our brokerage
activities, if we are found to be negligent in the motor carrier selection process it could lead to significant liabilities in the event
of an accident, which could have a materially adverse effect on our business and operating results.
In September 2022, the FMCSA issued an advance notice of proposed rulemaking that would require fleets and independent
contractors to equip their trucks with unique electronic identification systems designed to streamline roadside inspections and
provide transparency and accountability in day-to-day trucking operations. The petition was generally disfavored by
transportation industry participants, citing, among other things, the petition’s failure to address privacy and data security risks.
It remains to be seen what rules, if any, may stem from this notice. However, in February 2023, the FMCSA announced a new
operational test for monitoring and enforcing driver and motor carrier safety compliance standards.
13
In November 2022 Senate lawmakers introduced legislation that would set aside grant funds over four years to expand truck
parking across the United States. Such legislation would allow for the creation of new parking areas, the expansion of existing
facilities, and the approval of commercial parking at existing weigh stations, rest areas, and park-and-ride facilities. It would
also allow for truck parking expansion at commercial truck stops and travel plazas. Industry groups are generally in favor of the
bill, as a lack of available parking has negatively impacted the industry as a whole, including the Company and its subsidiaries.
In December 2018, the FMCSA granted a petition filed by the American Trucking Association and in doing so determined that
federal law does preempt California’s wage and hour laws, and interstate truck drivers are not subject to such laws. The
FMCSA’s decision has been appealed by labor groups and multiple lawsuits have been filed in federal courts seeking to
overturn the decision. In January 2021, the Ninth Circuit Court of Appeals upheld the FMCSA's determination that federal law
does preempt California's meal and rest break laws, as applied to drivers of property-carrying CMVs. Other current and future
state and local laws, including laws related to employee meal breaks and rest periods, may also vary significantly from federal
law. Further, driver piece rate compensation, which is an industry standard, has been attacked as non-compliant with state
minimum wage laws and lawsuits have recently been filed and/or adjudicated against carriers demanding compensation for
sleeper berth time, layovers, rest breaks and pre-trip and post-trip inspections, the outcome of which could have major
implications for the treatment of time that drivers spend off-duty (whether in a truck’s sleeper berth or otherwise) under
applicable wage laws. Both of these issues are adversely impacting the Company and the industry as a whole, with respect to
the practical application of the laws, thereby resulting in additional cost. As a result, we, along with other companies in the
industry, could become subject to an uneven patchwork of laws throughout the United States. In the past, certain legislators
have proposed federal legislation to preempt certain state and local laws; however, passage of such legislation is uncertain. If
federal legislation is not passed, we will either need to comply with the most restrictive state and local laws across our entire
network or overhaul our management systems to comply with varying state and local laws. Either solution could result in
increased compliance and labor costs, driver turnover, decreased efficiency, and amplified legal exposure.
In a 2023 case involving the Fair Labor Standards Act, the First Circuit Court of Appeals affirmed a decision that would require
additional payment to team drivers to be paid while in their sleeper berth. It is unclear if other jurisdictions will adopt this view,
or if any legislation will result from this holding. If so, this could have an adverse effect on the results of operations for our
teams.
In November 2023, a bill was introduced to Congress that would eliminate an exclusion of truck drivers from receiving
overtime pay. If enacted, this could have a material adverse effect on our business, financial condition, and results of
operations.
Tax and other regulatory authorities, as well as independent contractors themselves, have increasingly asserted that independent
contractor drivers in the trucking industry are employees rather than independent contractors, for a variety of purposes,
including income tax withholding, workers' compensation, wage and hour compensation, unemployment, and other issues.
Federal legislators have introduced legislation in the past to make it easier for tax and other authorities to reclassify independent
contractor drivers as employees, including legislation to increase the recordkeeping requirements for those that engage
independent contractor drivers and to heighten the penalties of companies who misclassify their employees and are found to
have violated employees' overtime and/or wage requirements. The Protecting the Rights to Organize ("PRO") Act was passed
by the U.S. House of Representatives and received by the Senate in March 2021, which was further sent to the Senate's
Committee on Health, Education, Labor, and Pensions. In 2023, a substantially similar bill was introduced to the U.S. House of
Representatives and referred to the House Committee on Education and Workforce. These bills propose to apply the "ABC
Test" for classifying workers under Federal Fair Labor Standards Act claims. In January 2024, the Department of Labor
published a final rule regarding independent contractor classification, which is set to take effect on March 11, 2024. The final
rule rescinded the Independent Contractor Status Under the Fair Labor Standards Act. Under the 2024 rule, workers’
relationship with a principal will be classified under six factors, including: (i) opportunity for profit and loss depending on
managerial skill; (ii) investments by the worker and the principal; (iii) degree of permanence of the relationship; (iv) nature and
degree of control; (v) extent to which worker in integral to the principal’s business; and (vi) skill and initiative, together with a
provision for unspecified other factors, to determine if such worker should be classified as an independent contractor.
Additionally, federal legislators have sought to abolish the current safe harbor allowing taxpayers meeting certain criteria to
treat individuals as independent contractors if they are following a long-standing, recognized practice, extend the Fair Labor
Standards Act to independent contractors, and impose notice requirements based upon employment or independent contractor
status and fines for failure to comply. Some states have put initiatives in place to increase their revenues from items such as
unemployment, workers' compensation, and income taxes, and a reclassification of independent contractor drivers as employees
would help states with these initiatives.
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Recently, courts in certain states have issued decisions that could result in a greater likelihood that independent contractors
would be judicially classified as employees in such states. In September 2019, California enacted A.B. 5 (“AB5”), a new law
that changed the landscape of the state’s treatment of employees and independent contractors. AB5 provides that the three-
pronged “ABC Test” must be used to determine worker classification in wage-order claims. Under the ABC Test, a worker is
presumed to be an employee, and the burden to demonstrate their independent contractor status is on the hiring company
through satisfying all three of the following criteria:
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the worker is free from control and direction in the performance of services; and
the worker is performing work outside the usual course of business of the hiring company; and
the worker is customarily engaged in an independently established trade, occupation, or business.
How AB5 will be enforced is still to be determined. In January 2021, however, the California Supreme Court ruled that the
ABC Test could apply retroactively to all cases not yet final as of the date the original decision was rendered, April 2018. While
AB5 was set to go into effect in January 2020, a federal judge in California issued a preliminary injunction barring the
enforcement of AB5 on the trucking industry while the California Trucking Association (“CTA”) went forward with its suit
seeking to invalidate AB5. The Ninth Circuit Court of Appeals rejected the reasoning behind the injunction in April 2021,
ruling that AB5 is not pre-empted by federal law, but granted a stay of the AB5 mandate in June 2021 (preventing its
application and temporarily continuing the injunction) while the CTA petitioned the Supreme Court to review the decision. In
November 2021, the Supreme Court requested that the U.S. solicitor general weigh in on the case. The injunction remained in
place until the Supreme Court declined to hear the matter. As a result, the injunction was lifted and retroactively placed AB5
into law as of January 2020. Litigation surrounding the matter continues, and the Ninth Circuit is currently scheduled to hear
arguments on a case concerning AB5 in March 2024; however, it remains unclear whether such challenges will be successful in
invalidating the law. It is also possible AB5 will spur similar legislation in states other than California, which could adversely
affect our results of operations and profitability.
Further, class actions and other lawsuits have been filed against certain members of our industry seeking to reclassify
independent contractors as employees for a variety of purposes, including workers' compensation and health care coverage. In
addition, companies that utilize lease-purchase independent contractor programs have been more susceptible to reclassification
lawsuits and several recent decisions have been made in favor of those seeking to classify as employees certain independent
contractors that participated in lease-purchase programs. Taxing and other regulatory authorities and courts apply a variety of
standards in their determination of independent contractor status. Our classification of independent contractors has been the
subject of audits by such authorities from time to time. While we have been successful in continuing to classify our independent
contractor drivers as independent contractors and not employees, we may be unsuccessful in defending that position in the
future. If our independent contractor drivers are determined to be our employees, we would incur additional exposure under
federal and state tax, workers' compensation, unemployment benefits, labor, employment, and tort laws, including for prior
periods, as well as potential liability for employee benefits and tax withholdings. Independent contractors currently represent a
small portion of our fleet.
Environmental Regulations
We are subject to various environmental laws and regulations dealing with the hauling and handling of hazardous materials,
fuel storage tanks, air emissions from our vehicles and facilities, engine idling, and discharge and retention of storm water. Our
truck terminals often are located in industrial areas where groundwater or other forms of environmental contamination could
occur. Our operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal,
among others. Certain facilities have waste oil, new oil, diesel exhaust fluid ("DEF"), or fuel storage tanks and fueling islands.
We do not know of any environmental regulations that would have a material effect on our capital expenditures, earnings or
competitive position. Additionally, increasing efforts to control emissions of greenhouse gases may have an adverse effect on
us. We aim to maintain a young fleet age of tractors to ensure we are utilizing technological advancements deployed by
manufacturers to reduce emissions. Although we have instituted programs to monitor and control environmental risks and
promote compliance with applicable environmental laws and regulations, if we are involved in a spill or other accident
involving hazardous substances, if there are releases of hazardous substances we transport, if soil or groundwater contamination
is found at our facilities or results from our operations, or if we are found to be in violation of applicable laws or regulations, we
could be subject to cleanup costs and liabilities, including substantial fines or penalties or civil and criminal liability, any of
which could have a materially adverse effect on our business and operating results.
In August 2011, the NHTSA and the EPA adopted final rules that established the first-ever fuel economy and greenhouse gas
standards for medium-and heavy-duty vehicles, including the tractors we employ (the "Phase 1 Standards"). The Phase 1
Standards apply to tractor model years 2014 to 2018 and require the achievement of an approximate 20 percent reduction in fuel
consumption by the 2018 model year, which equates to approximately four gallons of fuel for every 100 miles traveled. In
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addition, in February 2014, President Obama announced that his administration would begin developing the next phase of
tighter fuel efficiency and greenhouse gas standards for medium-and heavy-duty tractors and trailers (the "Phase 2 Standards").
In October 2016, the EPA and NHTSA published the final rule mandating that the Phase 2 Standards will apply to trailers
beginning with model year 2018 and tractors beginning with model year 2021. The Phase 2 Standards require nine percent and
25 percent reductions in emissions and fuel consumption for trailers and tractors, respectively, by 2027. The final rule was
effective in December 2016, but has since faced challenges and delays. Additionally, implementation of the Phase 2 Standards
as they relate to trailers has been challenged in the U.S. Court of Appeals for the District of Columbia. In November 2021, a
panel for the U.S. Court of Appeals for the District of Columbia ruled in favor of the association challenging the standards and
vacated all portions of the Phase 2 Standards that applied to trailers, and consequently, the Phase 2 Standards will only require
reductions in emissions and fuel consumption for tractors. The Company’s (or its subsidiaries', as applicable) new tractor
purchases in 2023 complied with the emission and fuel consumption reductions required by the Phase 2 Standards. Even though
the trailer provisions of the Phase 2 standards have been removed, we will still need to ensure the majority of our fleet is
compliant with the California Phase 2 standards (described in further detail below).
In January 2020, the EPA announced it is seeking input on reducing emissions of nitrogen oxides and other pollutants from
heavy-duty trucks. In March 2022, the EPA issued a proposed rule that included nitrogen oxide emission standards which are
more stringent than the Phase 2 Standards for certain heavy-duty motor vehicles. In December 2022, the EPA adopted a final
rule that reflected a compromise of the options previously proposed, with new emissions standards of nitrogen oxides for
heavy-duty motor vehicles beginning with model year 2027 being more than 80% stronger than current emission standards,
with the intent to reduce heavy-duty emissions by almost 50% from today’s levels by 2045. The EPA has indicated that the
December 2022 rule is the first part of a three-part plan focusing on greenhouse gas emissions, which is commonly referred to
as the “Cleaner Trucks Initiative,” or the “Clean Trucks Plan.” In April 2023, the EPA released the second and third parts to the
Clean Trucks Plan, including a proposed rule relating to greenhouse gas (“GHG”) standards for heavy-duty vehicles known as
“Phase 3” to the EPA’s GHG program. A final rule with respect to these regulations is expected by the end of 2024.
Compliance with these regulations could increase the cost of new tractors and trailers, impair equipment productivity, and
increase operating expenses. These effects, combined with the uncertainty as to the operating results that will be produced by
the newly designed diesel engines and the residual values of these vehicles, could increase our costs or otherwise adversely
affect our business or operations.
The California Air Resources Board ("CARB") also adopted emission control regulations that will be applicable to all heavy-
duty tractors that pull 53-foot or longer box-type trailers within the State of California. The tractors and trailers subject to these
CARB regulations must be either EPA SmartWay certified or equipped with low-rolling, resistance tires and retrofitted with
SmartWay-approved aerodynamic technologies. Enforcement of these CARB regulations for model year 2011 equipment began
in January 2010 and have been phased in over several years for older equipment. In addition, in February 2017 CARB proposed
California Phase 2 standards that would generally align with the federal Phase 2 Standards, with some minor additional
requirements, and as proposed would stay in place even if the federal Phase 2 Standards are affected. In February 2019, the
California Phase 2 standards became final. Thus, even though the trailer provisions of the Phase 2 Standards were removed, we
must still ensure the majority of our fleet is compliant with the California Phase 2 standards, which may adversely affect our
operating results and profitability. CARB has also recently announced its intentions to adopt regulations ensuring that 100% of
tractors operating in California are operating with battery or fuel cell-electric engines in the future. Whether these regulations
will ultimately be adopted remains unclear. Federal and state lawmakers also have proposed a variety of other climate-change
proposals, including those that contemplate regulatory limits on carbon emissions and fuel consumption. Compliance with such
regulations could increase the cost of new tractors and trailers, impair equipment productivity, and increase operating expenses.
These effects, combined with the uncertainty as to the operating results that will be produced by the newly designed diesel
engines and the residual values of these vehicles, could increase our costs or otherwise adversely affect our business or
operations. In June 2020 CARB also passed the Advanced Clean Trucks (“ACT”) regulation, which became effective in March
2021 and generally requires original equipment manufacturers to begin shifting towards greater production and sales of zero-
emission heavy duty tractors starting in 2024. Under ACT, by 2045, every new tractor sold in California will need to be zero-
emission. The most aggressive ACT standards apply to Class 4-8 trucks, which range from 14,000-33,000 pounds, by requiring
that 9% of such trucks be zero emission beginning in 2024 and increasing to 75% by 2035. Similar (albeit lower) increasing
zero emission requirements apply to Class 2b-3 trucks, and Class 7-8 trucks between 2024 and 2035. Among other impacts,
ACT could affect the cost and/or supply of traditional diesel tractors. It has also led to similar legislation in several states and a
number of other states either considering adoption of ACT or affirmatively conducting a preliminary rulemaking process to that
effect. In 2023, CARB finalized what is known as the Advanced Clean Fleets (“ACF”) regulation, also aimed at transitioning to
zero emission vehicles, which became effective in January 2024. ACF is a purchase requirement for medium and heavy-duty
fleets to adopt an increasing percentage of zero emission trucks, designed to complement the sell-side obligations of ACT. The
ACF regulations apply to three categories of fleet operators: (i) high priority fleets who meet certain thresholds of trucks or
revenue (including fleets that operate 50 or more trucks, or generate $50 million or more in gross annual revenue), (ii) drayage
fleets, and (iii) state and local government public fleets. For high priority fleets who meet the applicable thresholds, compliance
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can be achieved by either (a) ensuring that all new vehicles added to the fleet be zero emission, and commencing in 2025,
removing older vehicles once their statutory useful life is reached, or (b) meeting certain fleet composition requirements (e.g.,
percentage of zero emission vehicles in the fleet) by certain dates, with the percentage of zero emission vehicles increasing over
time, and resulting in 100% zero emission fleets by 2042 (or earlier for certain classes of vehicles). As with ACT, adoption and
implementation of ACF could materially and negatively impact our business by increasing our compliance obligations,
operating costs, and related expenses.
The periodic testing portion of California’s Clean Truck Check (as a part of CARB’s Clean Truck program), known as Phase 3
of the Clean Truck Check, is set to begin in July 2024. Once Phase 3 commences, heavy duty vehicles will be subject to
periodic emissions testing.
Additionally, in October 2023, the California State Senate and State Assembly approved two bills, Senate Bill 253 (“SB 253”)
and Senate Bill 261 (“SB 261”), that could require thousands of companies doing business in California to disclose greenhouse
gas emissions and climate-related financial risks, with reporting beginning in 2026. If signed into law, SB 253 would require
CARB to adopt regulations before January 2025 requiring public and private companies that exceed $1 billion in annual
revenue and that do business in California to begin publicly disclosing their GHG emissions, and SB 261 would require
companies doing business in California and earning revenue exceeding $500 million to report on their climate-related financial
risks and measures taken to mitigate such risks on or before January 2026.
In order to reduce exhaust emissions, lawmakers, including federal and some states and municipalities have begun to restrict the
locations and amount of time where diesel-powered tractors may idle. These restrictions could force us to purchase on-board
power units that do not require the engine to idle or to alter our drivers' behavior, which could result in a decrease in
productivity or increase in driver turnover.
Complying with these environmental regulations and any future GHG regulations enacted by CARB, the EPA, the NHTSA
and/or any other state or federal governing body has increased and will likely continue to increase the cost of our new tractors,
may increase the cost of new trailers, may require us to retrofit certain of our trailers, may increase our maintenance costs, and
could impair equipment productivity and increase our operating costs, particularly if such costs are not offset by potential fuel
savings. These adverse effects, combined with the uncertainty as to the reliability of the newly designed diesel engines and the
residual values of our equipment, could materially increase our costs or otherwise adversely affect our business or operations.
We cannot predict, however, the extent to which our operations and productivity will be impacted. We will continue monitoring
our compliance with federal and state GHG and other material environmental regulations.
In April 2016, the Food and Drug Administration (“FDA”) published a final rule establishing requirements for shippers,
loaders, carriers by motor vehicle and rail vehicle, and receivers engaged in the transportation of food, to use sanitary
transportation practices to ensure the safety of the food they transport as part of the Food Safety Modernization Act of 2011 (the
"FSMA"). This rule sets forth requirements related to (i) the design and maintenance of equipment used to transport food, (ii)
the measures taken during food transportation to ensure food safety, (iii) the training of carrier personnel in sanitary food
transportation practices, and (iv) maintenance and retention of records of written procedures, agreements, and training related to
the foregoing items. These requirements took effect for larger carriers in April 2017 and are applicable when performing as a
carrier or as a broker. We believe we are in compliance with these requirements. However, if we are found to be in violation of
applicable laws or regulations related to the FSMA or if we transport food or goods that are contaminated or are found to cause
illness and/or death, we could be subject to substantial fines, lawsuits, penalties and/or criminal and civil liability, any of which
could have a material adverse effect on our business, financial condition, and results of operations.
As the FDA continues its efforts to modernize food safety, it is likely additional food safety regulations will take effect in the
future. In July 2020, the FDA released its “New Era of Smarter Food Safety” blueprint, which creates a ten year roadmap to
create a more digital, traceable and safer food system. The Food Traceability Rule is one aspect of the blueprint and has a
compliance date for all parties subject to its recordkeeping requirements of January 20, 2026. In the event the Company
becomes subject to any such recordkeeping requirements, compliance costs may increase. This blueprint builds on the work
done under the FSMA, and while it is still unclear what, if any, changes to the current governing framework may ultimately
take effect, further regulation in this area could negatively affect our business by increasing our compliance obligations and
related expenses going forward.
Executive and Legislative Climate
In August 2022, the Inflation Reduction Act of 2022 was signed into law by President Biden. Amongst other considerations, the
Inflation Reduction Act contains provisions relating to energy, climate change, and tax reform. In particular, the Inflation
Reduction Act shifts timing for certain tax payments, imposes an excise tax on certain corporate stock buybacks, and creates a
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15% corporate alternative minimum tax, which is generally applicable to corporations that reported over $1 billion in profits in
each of the three proceeding tax years. Tax changes in the Inflation Reduction Act, together with changes to any other U.S. tax
laws may have an adverse impact on our business and profitability. It is unclear what other legislative initiatives will be signed
into law and what changes they may undergo. However, adoption and implementation could negatively impact our business by
increasing our compliance obligations and related expenses.
In February 2023, the Secretary of Transportation announced the creation of the Truck Leasing Task Force (“TLTF”). The
TLTF is a committee tasked with evaluating lease agreements in the industry and their effects on industry participants,
including independent contractor drivers. Any future laws or regulations stemming from the TLTF could disrupt the Company’s
leasing practices and cause materially adverse effects on our operations and financial position.
The IIJA was signed into law by President Biden in November 2021. The roughly $1.2 trillion bill contains an estimated $550
billion in new spending, which will impact transportation. In particular, it dedicates more than $100 billion for surface
transportation networks and roughly $66 billion for freight and passenger rail operations. Provisions in the law specific to
trucking are discussed above. It otherwise remains unclear how the IIJA will be implemented into and affect our industry in the
long-term. The IIJA may result in increased compliance and implementation related expenses, which could have a negative
impact on our operations.
In January 2023, the Safer Highways and Increased Performance for Interstate Trucking Act (the “SHIP IT Act”) was
introduced into the U.S. House of Representatives. As proposed, the SHIP IT Act would allow states to issue special permits for
overweight vehicles and loads during emergencies, allow drivers to apply for Workforce Innovation and Opportunity Act
grants, attempt to recruit truck drivers to the industry through targeted and temporary tax credits, streamline the CDL process in
certain respects, and expand access to truck parking and rest areas for commercial drivers. It remains unclear whether the SHIP
IT Act will ultimately become law, however, and what changes it may undergo prior finalization.
Given COVID-19’s considerable effect on our nation and industry, the FMCSA previously issued and/or extended various
temporary measures in response to the COVID-19 pandemic. However, as additional tools, protective equipment, policies,
practices, and medicines have been developed in response to COVID-19, in October 2022, the FMCSA ended the HOS waiver
previously issued with respect to certain types of shipments, such as, livestock, medical supplies, vaccines, groceries, and diesel
fuel. Although to date these response measures have largely been enacted in order to assist industry participants in operating
under adverse circumstances, any further responsive measures or the lapsing of temporary measures previously enacted, remain
unclear and could have a negative impact on our operations.
Any similar future outbreak or vaccination, testing or mask mandates that are allowed to go into effect, could, among other
things, (i) cause our unvaccinated employees to go to smaller employers, if such employers are not subject to future mandates,
or leave us or the trucking industry, especially our unvaccinated drivers, (ii) result in logistical issues, increased expenses, and
operational issues from arranging for weekly tests of our unvaccinated employees, especially our unvaccinated drivers, (iii)
result in increased costs for recruitment and retention of drivers, as well as the cost of weekly testing, and (iv) result in
decreased revenue if we are unable to recruit and retain drivers. Any future vaccination, testing or mask mandates that apply to
drivers would significantly reduce the pool of drivers available to us and our industry, which could further impact the ongoing
extreme shortage of available drivers. Accordingly, any vaccination, testing or mask mandates, if allowed to go into effect,
could have a material adverse effect on our business, financial condition, and results of operations.
For further discussion regarding laws and regulations, refer to the "Risk Factors" section of this Annual Report.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, are available to the
public, free of charge, through our Internet website, at http://www.heartlandexpress.com, as soon as reasonably practicable after
we electronically file such material with, or furnish it to, the Securities and Exchange Commission ("SEC"). Information on our
website is not incorporated by reference into this Annual Report. You may also access and read our filings with the SEC
without charge through the SEC's website at www.sec.gov.
RISK FACTORS
Our future results may be affected by a number of factors over which we have little or no control. The following discussion of
risk factors contains forward-looking statements as discussed in "Cautionary Note Regarding Forward-Looking Statements"
above. The following issues, uncertainties, and risks, among others, should be considered in evaluating our business and growth
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outlook. If any of the following risk factors, as well as other risks and uncertainties that are not currently known to us or that we
currently believe are not material, actually occur, our business, financial condition, and results of operations could be materially
adversely affected and you may lose all or a significant part of your investment.
STRATEGIC RISKS
Our business is subject to economic, credit, business, and regulatory factors affecting the trucking industry that are
largely out of our control, any of which could have a materially adverse effect on our operating results.
The truckload industry is highly cyclical, and our business is dependent on a number of factors that may have a materially
adverse effect on our results of operations, many of which are beyond our control. We believe that some of the most significant
of these factors are economic changes that affect supply and demand in transportation markets, such as:
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recessionary economic cycles, which are characterized by weak demand and downward pressure on freight rates;
downturns in customers’ business cycles, including as a result of declines in consumer spending;
changes in customers’ inventory levels and practices, including shrinking product/package size, and in the availability of
funding for their working capital;
excess tractor and trailer capacity in the trucking industry in comparison with shipping demand;
changes in the way our customers choose to source or utilize our services;
the rate of unemployment and availability of and compensation for alternative jobs for truck drivers, which may exacerbate
driver shortages and increase driver compensation costs;
the availability and price of new revenue equipment and/or declines in the resale value of used revenue equipment;
the impact of the public health crises, epidemics, pandemics or similar events, such as COVID-19;
activity in key economic indicators such as manufacturing of automobiles and durable goods, and housing construction;
supply chain disruptions due to weather, pandemics, congestion, strikes, work stoppages, or work slowdowns at our
facilities, or at a customer, port, border crossing, or other shipping related facilities, including related reductions in
demand;
increases in interest rates, inflation, fuel taxes, insurance, tolls, and license and registration fees; and
rising costs of healthcare.
Economic conditions that decrease shipping demand and increase the supply of available tractors and trailers can exert
downward pressure on rates and equipment utilization, thereby decreasing asset productivity. The risks associated with these
factors are heightened when the U.S. economy is weakened. Some of the principal risks during such times are as follows:
• we may experience a reduction in overall freight levels, which may impair our asset utilization;
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certain of our customers may face credit issues and could experience cash flow problems that may lead to payment
delays, increased credit risk, bankruptcies and other financial hardships that could result in even lower freight demand
and may require us to increase our allowance for credit losses;
freight patterns may change as supply chains are redesigned, resulting in an imbalance between our capacity and our
customers’ freight demand;
customers may solicit bids for freight from multiple trucking companies or select competitors that offer lower rates from
among existing choices in an attempt to lower their costs and we might be forced to lower our rates or lose freight;
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• we may be forced to accept freight from freight brokers, where freight rates are typically lower, or may be forced to
incur more non-revenue miles to obtain loads; and
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the resale value of our equipment may decline, which could negatively impact our earnings and cash flows.
We also are subject to potential increases in various costs and other events that are outside of our control that could materially
reduce our profitability if we are unable to increase our rates sufficiently. Further, we may be unable to appropriately adjust our
costs and staffing levels to changing market demands.
In addition, events outside our control, such as deterioration of U.S. transportation infrastructure and reduced investment in
such infrastructure, public health crises, epidemics, pandemics or similar events, such as COVID-19 outbreak, strikes or other
work stoppages at our facilities or at customer, vendor, port, border or other shipping locations, armed conflicts, including
conflicts in Ukraine and the Middle East, terrorist attacks, efforts to combat terrorism, military action against a foreign state or
group located in a foreign state or heightened security requirements could lead to wear, tear and damage to our equipment, lack
of availability of new equipment, driver dissatisfaction, reduced economic demand and freight volumes, reduced availability of
credit, increased prices for fuel, or temporary closing of the shipping locations or U.S. borders. Such events or enhanced
security measures in connection with such events could impair our operating efficiency and productivity and result in higher
operating costs.
Our growth may not continue at historical rates, if at all, and any decrease in revenues or profits may impair our ability
to implement our business strategy, which could have a materially adverse effect on our results of operations.
Historically, we have experienced significant growth in revenue and profits, although there have been times, particularly after
acquisitions, when our revenue and/or profitability decreased. While our acquisitions of CFI and Smith Transport during 2022
resulted in revenue growth in 2023, other metrics such as operating ratio were impaired. There can be no assurance that our
business will grow in the future, or at all, or that we can effectively adapt our management, administrative, and operational
systems to respond to any future growth. Further, there can be no assurance that we will be able to successfully implement cost
controls and improve our operating ratio.
We have established terminals throughout the contiguous U.S. in order to serve markets in various regions. These regional
operations require the commitment of additional personnel and revenue equipment, as well as management resources, for future
development and establishing terminals and operations in new markets could require more time, resources or a more substantial
financial commitment than anticipated. Should the growth in our regional operations stagnate or decline, the results of our
operations could be adversely affected. If we seek to further expand, it may become more difficult to identify large cities that
can support a terminal and we may expand into smaller cities where there is insufficient economic activity, fewer opportunities
for growth and fewer drivers and non-driver personnel to support the terminal. We may encounter operating conditions in these
new markets, as well as our current markets, that differ substantially from our current operations and customer relationships and
appropriate freight rates in new markets could be challenging to attain. We may not be able to duplicate or sustain our operating
strategy and establishing service centers or terminals and operations in new markets could require more time or resources, or a
more substantial financial commitment than anticipated. These challenges may negatively impact our growth, which could have
a materially adverse effect on our ability to execute our business strategy and our results of operations.
We operate in a highly competitive and fragmented industry, and numerous competitive factors could impair our ability
to improve our profitability, limit growth opportunities, and could have a materially adverse effect on our results of
operations.
Numerous competitive factors present in our industry could impair our ability to maintain or improve our current profitability,
limit our prospects for growth, and could have a materially adverse effect on our results of operations. These factors include the
following:
• we compete with many other truckload carriers of varying sizes and, to a lesser extent, with less-than-truckload carriers,
railroads, intermodal companies, and other transportation and logistics companies, many of which have access to more
equipment and greater capital resources than we do;
• many of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth
rates in the economy, which may limit our ability to maintain or increase freight rates or to maintain or expand our
business or may require us to reduce our freight rates in order to maintain business and keep our equipment productive;
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some of our customers are other transportation companies or also operate their own private trucking fleets, and they may
decide to transport more of their own freight;
• we may increase the size of our fleet during periods of high freight demand during which our competitors also increase
their capacity, and we may experience losses in greater amounts than such competitors during subsequent cycles of
softened freight demand if we are required to dispose of assets at a loss to match reduced customer demand;
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a significant portion of our business is in the retail industry, which continues to undergo a shift away from the traditional
brick and mortar model towards e-commerce, and this shift could impact the manner in which our customers source or
utilize our services;
• many customers reduce the number of carriers they use by selecting so-called "core carriers" as approved service providers
or by engaging dedicated providers, and we may not be selected;
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the trend toward consolidation in the trucking industry may create large carriers with greater financial resources and other
competitive advantages relating to their size, and we may have difficulty competing with these larger carriers;
the market for qualified drivers is increasingly competitive, and our inability to attract and retain drivers could reduce our
equipment utilization or cause us to increase compensation to our drivers, both of which would adversely affect our
profitability;
advances in technology may require us to increase investments in order to remain competitive, and our customers may not
be willing to accept higher freight rates to cover the cost of these investments;
competition from freight logistics and freight brokerage companies may adversely affect our customer relationships and
freight rates; and
the Heartland, Millis Transfer, Smith Transport, and CFI brand names are valuable assets that are subject to the risk of
adverse publicity (whether or not justified) which could result in the loss of value attributable to our brand and reduced
demand for our services.
We may not make acquisitions in the future, or if we do, we may not be successful in integrating the acquired company,
either of which could have a materially adverse effect on our business.
Historically, acquisitions have been a part of our growth. There is no assurance that we will be successful in identifying,
negotiating, or consummating any future acquisitions. If we fail to make any future acquisitions, our historical growth rate
could be materially and adversely affected. If we succeed in consummating future acquisitions, our business, financial condition
and results of operations, may be materially adversely affected because:
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some of the acquired businesses may not achieve anticipated revenue, earnings, or cash flows;
• we may assume liabilities that were not disclosed to us or otherwise exceed our estimates;
• we may be unable to integrate acquired businesses successfully, or at all, and realize anticipated economic, operational
and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical,
or financial problems;
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acquisitions could disrupt our ongoing business, distract our management, and divert our resources;
• we may experience an increase in our customer concentration;
• we may experience difficulties operating in markets in which we have had no or only limited direct experience;
• we may incur transaction costs and acquisition-related integration costs;
• we could lose customers, employees, and drivers of any acquired company;
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• we may experience potential future impairment charges, write-offs, write-downs, or restructuring charges; and
• we may issue dilutive equity securities, incur indebtedness, and/or incur large one-time expenses.
The conflicts in Ukraine and the Middle East, expansion of such conflicts to other areas or countries or similar conflicts
could adversely impact our business and financial results.
Although we do not have any direct operations in Russia, Belarus, Ukraine, or the Middle East, we may be affected by the
broader consequences of conflicts in Ukraine or the Middle East or expansion of such conflicts to other areas or countries or
similar conflicts elsewhere, such as, increased inflation, supply chain issues, including access to parts for our revenue
equipment, embargoes, geopolitical shift, access to diesel fuel, higher energy prices, potential retaliatory action by the Russian
or other governments, including cyber-attacks, and the extent of the conflict’s effect on the global economy. The magnitude of
these risks cannot be predicted, including the extent to which the conflict may heighten other risks disclosed herein. Ultimately,
these or other factors could materially and adversely affect our results of operations.
OPERATIONAL RISKS
Increases in driver compensation or difficulties in attracting and retaining qualified drivers, including independent
contractors, may have a materially adverse effect on our profitability and the ability to maintain or grow our fleet.
Like many truckload carriers, we experience substantial difficulty in attracting and retaining sufficient numbers of qualified
drivers which includes to a lesser extent, our engagement of independent contractors. Independent contractors currently
represent a small portion of our fleet. The truckload industry is subject to a shortage of qualified drivers. Such shortage is
exacerbated during periods of economic expansion, in which alternative employment opportunities, such as those in the
construction and manufacturing industries, are more plentiful and freight demand increases. Furthermore, capacity at driving
schools may be limited by future outbreaks of COVID-19 or other similar contagious diseases. Regulatory requirements,
including those related to safety ratings, ELDs and HOS changes, drug and alcohol testing national database, government
imposed measures related to future outbreaks of COVID-19 or other contagious diseases, an improved economy, and aging of
the driver workforce, could further reduce the pool of eligible drivers or force us to increase driver compensation to attract and
retain drivers. We have seen evidence that CSA, the drug and alcohol clearing house, and stricter HOS regulations adopted by
the DOT in the past have tightened, and, to the extent new regulations are enacted, may continue to tighten, the market for
eligible drivers. The lack of adequate tractor parking along some U.S. highways and congestion caused by inadequate highway
funding may make it more difficult for drivers to comply with HOS regulations and cause added stress for drivers, further
reducing the pool of eligible drivers. Further, the compensation we offer our drivers is subject to market conditions, and we
may find it necessary to increase driver compensation in future periods.
In addition, we and many other truckload carriers suffer from a high turnover rate of drivers that is inherent within our industry.
This high turnover rate requires us to continually recruit a substantial number of drivers in order to operate existing revenue
equipment. We also employ driver hiring standards which we believe are more rigorous than the hiring standards employed in
general in our industry and could further reduce the pool of available drivers from which we would hire. If we are unable to
continue to attract and retain a sufficient number of drivers, we could be forced to, among other things, adjust our compensation
packages, increase the number of our tractors without drivers, or operate with fewer tractors and face difficulty meeting shipper
demands, any of which could adversely affect our profitability and results of operations.
We are highly dependent on a few major customers, the loss of one or more of which could have a materially adverse
effect on our business.
We generate a significant portion of our operating revenue from a small number of our major customers. Generally, we do not
have long-term contracts with our major customers. A substantial portion of our freight is from customers in the retail industry.
As such, our volumes are largely dependent on consumer spending and retail sales, and our results may be more susceptible to
trends in unemployment and retail sales than carriers that do not have this concentration. In addition, our major customers
engage in bid processes and other activities periodically (including currently) in an attempt to lower their costs of
transportation. We may not choose to participate in these bids or, if we participate, may not be awarded the freight, either of
which could result in a reduction of our freight volumes with these customers. In this event, we could be required to replace the
volumes elsewhere at uncertain rates and volumes, suffer reduced equipment utilization, or reduce the size of our fleet. In
addition, the size and market concentration of some of our customers may allow them to exert increased pressure on the prices,
margins and non-monetary terms of our contracts. Failure to retain our existing customers, or enter into relationships with new
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customers, each on acceptable terms, could materially impact our business, financial condition, results of operations, and ability
to meet our current and long-term financial forecasts.
Our customers’ financial difficulties can negatively impact our results of operations and financial condition, especially if they
were to delay or default on payments to us. If any of our major customers experience financial hardship, the demand for our
services could decrease which could negatively affect our operating results. Further, if one or more of our major customers
were to seek protection under bankruptcy laws, we might not receive payment for a significant amount of services rendered
and, under certain circumstances, might have to return certain payments made by such customers, which may cause an adverse
impact on our profitability and operations. Generally, we do not have contractual relationships that guarantee any minimum
volumes with our customers, and we cannot assure you that our customer relationships will continue as presently in effect.
Certain services we provide customers are subject to longer term written contracts. However, certain of these contracts contain
cancellation clauses, including our “evergreen” contracts, which automatically renew for one year terms but that can be
terminated more easily. There is no assurance any of our customers, including those with longer term contracts, will continue to
utilize our services, renew our existing contracts, maintain their current rates (including customary rate increases), or continue
at the same volume levels. Despite the existence of contractual arrangements with our customers, certain of our customers may
nonetheless engage in competitive bidding processes that could negatively impact our contractual relationship. In addition,
certain of our major customers may increasingly use their own truckload and delivery fleets, which would reduce our freight
volumes and increase competition for qualified drivers. A reduction in or termination of our services by one or more of our
major customers, including our customers with longer term contracts, could have a material adverse effect on our business,
financial condition and results of operations.
Our acquisition of CFI presents certain additional risks to our business and operations.
The acquisition of CFI is the largest acquisition we have made in our history. Given the nature and size of CFI, as well as the
structure of the acquisition as a carveout from the seller, the acquisition of CFI presents the following risks.
We are still in the process of integrating CFI into our operations. Although we anticipate achieving synergies in connection with
the acquisition of CFI, we also expect to incur costs to implement such cost savings measures. Additionally, these synergies
could be delayed and may not be achieved. Integration costs related to the acquisition of CFI could adversely affect our results
of operations in the period in which such charges are recorded. The acquisition of CFI involves numerous ongoing risks,
including:
• management’s attention may be diverted from other areas of the Company, especially given the size of CFI
and the complexity of integrating CFI into the Company;
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prior to the acquisition, our management team had limited experience with temperature-controlled freight and
brokerage operations and no experience with Mexican operations and therefore may be challenged in
managing the temperature-controlled freight, brokerage operations, and Mexican operations, particularly if
there were a loss of the CFI management team;
increased risk of significant deficiencies or material weaknesses in internal controls over financial reporting
related to CFI’s internal controls;
the potential loss of professional drivers of CFI or our historical operations due to differences in pay, policies
or culture, or other factors, or an increase in costs of recruiting and retaining professional drivers;
the challenges and unanticipated costs associated with integrating complex organizations, systems, operating
procedures, information technology, compliance programs, technology, networks, and other assets;
the inability to successfully combine our respective businesses in a manner and on a timeline that permits us
to achieve the cost savings and other anticipated benefits from the acquisition;
the challenges associated with known and unknown legal or financial liabilities associated with the
acquisition, for which there is no escrow or representation and warranty insurance under the purchase
agreement;
•
the difficulties in retaining and integrating key management and other key employees; and
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•
the challenge of managing the expanded operations of a larger and more complex company.
These disruptions and difficulties may cause us to fail to realize the cost savings, synergies, revenue enhancements, and other
benefits that we expect to result from integrating CFI and may cause material adverse short- and long-term effects on our
operating results, financial condition, and liquidity. During 2023, we experienced difficulties in controlling costs and improving
profitability at CFI. Further, integrating Smith Transport, which was acquired shortly before CFI, could cause further
disruptions and difficulties on efforts to integrate CFI, or vice-versa.
Even if we are able to successfully integrate CFI’s operations into our operations, we may not realize the full benefits of the
cost savings, synergies, revenue enhancements, or other benefits that we may have expected at the time of acquisition. Also, the
cost savings and other benefits from this acquisition may be offset by unexpected costs incurred in integrating CFI, increases in
other expenses, or problems in the business unrelated to this acquisition.
In addition, CFI’s Mexican operations subject us to general international business risks, including:
•
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foreign currency fluctuation;
changes in Mexico's economic strength;
difficulties in enforcing contractual obligations and intellectual property rights;
burdens of complying with a wide variety of international and U.S. export, import, business procurement,
transparency, and corruption laws, including the U.S. Foreign Corrupt Practices Act;
changes in trade agreements and U.S.-Mexico relations;
theft or vandalism of our revenue equipment; and
social, political, and economic instability
If fuel prices increase significantly, our results of operations could be adversely affected.
Our operations are dependent upon fuel. Prices and availability of petroleum products are subject to political, economic and
geographic events, cyber attacks, global conflicts, and market factors, as well as weather-related events and other natural
disasters (foreign and domestic), which could increase in frequency and severity due to climate change, each of which are
outside our control and may lead to fluctuations in the cost and availability of fuel. Fuel prices also are affected by the rising
demand for fuel in developing countries, and could be materially adversely affected by the use of crude oil and oil reserves for
purposes other than fuel production and by diminished drilling activity. Such events may lead not only to increases in fuel
prices, but also to fuel shortages and disruptions in the fuel supply chain. Fuel also is subject to regional pricing differences and
is often more expensive in certain areas where we operate.
Because our operations are dependent upon fuel, significant increases in fuel costs, as well as widespread or long-term fuel
shortages, rationings, or supply disruptions of diesel fuel could materially and adversely affect our results of operations and
financial condition, particularly if we are unable to pass increased costs on to customers through rate increases or fuel
surcharges. Even if we are able to pass some increased costs on to customers, fuel surcharge programs generally do not protect
us against all of the increases in fuel prices. Moreover, in times of rising fuel prices, the lag between purchasing the fuel, and
the billing for the surcharge (which typically is based on the prior week's average price), can negatively impact our earnings and
cash flows and lead to fluctuations in our levels of reimbursement, which have occurred in the past. In addition, the terms of
each customer's fuel surcharge agreement vary, and certain customers have sought to modify the terms of their fuel surcharge
agreements to minimize recoverability for fuel price increases. During periods of low freight volumes, customers may use their
negotiating leverage to impose fuel surcharge policies that provide a lower reimbursement of our fuel costs. There is no
assurance that our fuel surcharge programs can be maintained indefinitely or will be sufficiently effective. Our results of
operations would be negatively affected to the extent we cannot recover higher fuel costs or fail to improve our fuel price
protection through our fuel surcharge programs.
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We depend on third-party providers for our brokerage services, and service instability from these providers could
increase our operating costs and reduce our ability to offer such services, which could adversely affect our revenue,
results of operations, and customer relationships.
Our brokerage operations are dependent upon the services of third-party capacity providers, including other truckload carriers.
For this business, we do not own or control the transportation assets that deliver our customers' freight, and we do not employ
the people directly involved in delivering the freight. This reliance could also cause delays in reporting certain events, including
recognizing revenue and claims. These third-party providers may seek other freight opportunities and may require increased
compensation in times of improved freight demand or tight truckload capacity. If we are unable to secure the services of these
third parties or if we become subject to increases in the prices we must pay to secure such services, our business, financial
condition, and results of operations may be materially adversely affected, and we may be unable to serve our customers on
competitive terms. Our ability to secure sufficient equipment or other transportation services may be affected by many risks
beyond our control, including equipment shortages increased equipment prices, interruptions in service due to labor disputes,
driver shortages, changes in regulations impacting transportation, and changes in transportation rates.
We depend on the proper functioning and availability of our management information and communication systems and
other technology assets (and the data contained therein) and a system failure or unavailability, including those caused
by cybersecurity breaches internally or with third parties, or an inability to effectively upgrade such systems and assets,
including operating system integration of acquired companies, could cause a significant disruption to our business and
have a materially adverse effect on our results of operations.
Our business depends on the efficient and uninterrupted operation of our information and communications systems and other
technology assets, including the data contained therein and our communication system with our fleet of revenue equipment. We
currently use centralized computer networks within each operating company and regular communication to achieve system-
wide load coordination. We are actively working to further integrate our computer networks. Our operating systems are critical
to understanding customer demands, accepting and planning loads, dispatching equipment and drivers, and billing and
collecting for our services. Our financial reporting system is critical to producing accurate and timely financial statements and
analyzing business information to help us manage effectively. Furthermore, data privacy laws, which provide data privacy
rights for consumers and operational requirements for companies, may result in increased liability and amplified compliance
and monitoring costs, any of which could have a material adverse effect on our financial performance and business operations.
Our operations and those of our technology and communications service providers are vulnerable to interruption by natural
disasters, such as fires, storms, and floods, which may increase in frequency and severity due to climate change, as well as
power loss, telecommunications failure, terrorist attacks, cyberattacks, internet failures, computer viruses, deliberate attacks of
unauthorized access to systems, denial-of-service attacks on websites, and other events beyond our control. More sophisticated
and frequent cyberattacks in recent years have also increased security risks associated with information technology systems. We
also maintain information security policies to protect our systems, networks, and other information technology assets (and the
data contained therein) from cybersecurity breaches and threats, such as hackers, malware, and viruses; however, such policies
cannot ensure the protection of our systems, networks, and other information technology assets (and the data contained therein).
If any of our critical information systems fail or become otherwise unavailable, whether as a result of a system upgrade project
or otherwise, we would have to perform the functions manually, which could temporarily impact our ability to dispatch and
manage our fleet efficiently, to respond to customers’ requests effectively, to maintain billing and other records reliably, and to
bill for services and prepare financial statements accurately or in a timely manner. We do not carry a corporate-wide
cybersecurity insurance policy. Any significant system failure, upgrade complication, security breach (including cyberattacks),
or other system disruption could interrupt or delay our operations, damage our reputation, cause us to lose customers, or impact
our ability to manage our operations and report our financial performance, any of which could have a materially adverse effect
on our business. Such risks related to system failure, upgrade complication, security breach (including cyberattacks), or other
system disruption may also impact our customers, vendors, third party capacity providers, and other counterparties, which could
result in declines and volatility in customer demand and unavailability of products and services from vendors and third-party
capacity providers, any of which would have a material adverse effect on our business.
In addition, the adoption of artificial intelligence (“AI”) and other emerging technologies may become significant to operating
results in the future. While AI and other technologies may offer substantial benefits, they may also introduce additional risk. If
we are unable to successfully implement and utilize such emerging technologies as effectively as competitors, our results of
operation may be negatively affected. We do not currently use AI in any material capacity.
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If we are unable to retain our key employees or find, develop and retain a core group of managers, our business,
financial condition, and results of operations could be materially adversely affected.
We are highly dependent upon the services of several executive officers and key management employees. The loss of any of
their services could have a negative impact on our operations and profitability. We currently do not have employment
agreements with any of our key employees or executive officers. Turnover, planned or otherwise, in these or other key
leadership positions may materially adversely affect our ability to manage our business efficiently and effectively, and such
turnover can be disruptive and distracting to management, may lead to additional departures of existing personnel, and could
have a material adverse effect on our operations and future profitability. We must continue to develop and retain a core group of
managers if we are to realize our goal of expanding our operations and continuing our growth. Failing to develop and retain a
core group of managers could have a materially adverse effect on our business.
Seasonality and the impact of weather and climate change and other catastrophic events affect our operations and
profitability.
Weather and other seasonal events could adversely affect our operating results. Our tractor productivity decreases during the
winter season because inclement weather impedes operations, and some shippers reduce their shipments after the winter holiday
season. Revenue can also be affected by bad weather, holidays, and the number of business days that occur during a given
period, since revenue is directly related to available working days of shippers. At the same time, operating expenses increase
and fuel efficiency decline because of engine idling, while harsh weather creates higher accident frequency, increased claims,
and more equipment repairs. In addition, many of our customers, particularly those in the retail industry where we have a large
presence, demand additional capacity during the fourth quarter, which limits our ability to take advantage of more attractive
market rates that generally exist during such periods. Further, despite our efforts to meet such demands, we may fail to do so,
which may result in lost future business opportunities with such customers, which could have a materially adverse effect on our
operations. Demands during the fourth quarter may be muted during soft freight environments, like we experienced in the last
two years. We may also suffer from natural disasters and weather-related events, such as tornadoes, hurricanes, blizzards, ice
storms, floods, and fires, which may increase in frequency and severity due to climate change, as well as other man-made
disasters. These events may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional
economies, destroy our assets, or adversely affect the business or financial condition of our customers, any of which could have
a materially adverse effect on our results of operations or make our results of operations more volatile. We could incur
significant costs to improve the climate resiliency of our equipment and properties and otherwise prepare for, respond to, and
mitigate such physical effects of climate change. We are not able to accurately predict the materiality of any potential losses or
costs associated with the physical effects of climate change. Concern over climate change, including the impact of global
warming, has led to significant legislative and regulatory efforts to limit carbon and other greenhouse gas emissions. Emission-
related regulatory actions have historically resulted in increased costs related to revenue equipment, diesel fuel, equipment
maintenance, and environmental monitoring or reporting requirements, and future legislation, if any, could impose substantial
costs that may adversely affect our results of operations. In addition, any such legislation may require changes in our operating
practices, impair equipment productivity, or require additional reporting disclosures, and compliance with any such legislation
may increase our risk of litigation or governmental investigations or proceedings. Weather, climate change, and other seasonal
events could adversely affect our operating results.
The effects of a widespread outbreak of an illness or disease, or any other public health crisis, as well as regulatory
measures implemented in response to such events, could negatively impact the health and safety of our workforce and/or
adversely impact our business, results of operations, financial condition, and cash flows.
We face a wide variety of risks related to public health crises, epidemics, pandemics, or similar events, such as COVID-19. If a
new health epidemic or outbreak were to occur, we could experience broad and varied impacts similar to the impact of
COVID-19, including adverse impacts to our workforce, our operations, and financial impacts, such as increased costs,
tightening of credit markets, market volatility and a weakened freight environment. If any of these were to occur, our
operations, financial condition, liquidity, results of operations, and cash flows could be adversely impacted.
COMPLIANCE RISKS
We self-insure for a significant portion of our claims exposure, which could significantly increase the volatility of, and
decrease the amount of, our earnings.
Our future insurance and claims expense might exceed historical levels, which could reduce our earnings. Our business results
in a substantial number of claims and litigation related to workers’ compensation, auto liability, general liability, cargo and
property damage claims, personal injuries, and employment issues as well as employees’ health insurance. We self-insure for a
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portion of our claims, which could increase the volatility of, and decrease the amount of, our earnings, and could have a
materially adverse effect on our results of operations. See Note 8 of the consolidated financial statements for more information
regarding our self-insured retention amounts. We are also responsible for our legal expenses relating to such claims. We reserve
currently for anticipated losses and related expenses. We periodically evaluate and adjust our claims reserves to reflect trends in
our own experience as well as industry trends. However, ultimate results may differ from our estimates due to a number of
uncertainties, including evaluation of severity, legal costs, and claims that have been incurred but not reported, which could
result in losses over our reserved amounts. Due to our high retained amounts, we have significant exposure to fluctuations in the
number and severity of claims. If we are required to reserve or pay additional amounts because our estimates are revised or the
claims ultimately prove to be more severe than originally assessed or if our self-insured retention levels change, our financial
condition and results of operations may be materially adversely affected.
We maintain insurance for most risks above the amounts for which we self-insure with licensed insurance carriers. We do not
currently maintain directors’ and officers’ insurance coverage, although we are obligated to indemnify them against certain
liabilities they may incur while serving in such capacities. If any claim is not covered by an insurance policy, exceeds our
coverage, or falls outside the aggregate coverage limit, we would bear the excess or uncovered amount, in addition to our other
self-insured amounts. Certain insurance carriers that provide excess insurance coverage to us currently and for past claim years
have encountered financial issues. In recent years there have been several insurance carriers that have exited the excess
reinsurance market. Insurance carriers have raised premiums and collateral requirements for many businesses, including
trucking companies. This trend is expected to continue. As a result, our insurance and claims expense could likely increase if
we have a similar experience at renewal, or we could find it necessary to raise our self-insured retention or decrease our
aggregate coverage limits when our policies are renewed or replaced.
In April 2023, we renewed our primary auto liability insurance with a three year program. Under the April 2023 renewal, our
auto liability retention limit across all operating entities was increased to $3.0 million for any individual claim, subject to a $3.5
million corridor for any one accident or combination of accidents that exceed $3.0 million, based on the insured party, accident
date, and circumstances of the loss event. Prior to the April 2023 renewal, Heartland Express, Millis Transfer, and CFI had a
retention limit of $2.0 million and Smith Transport had a retention limit of $0.5 million. In addition to the $2.0 million base
retention limit, Heartland Express, Millis Transfer, and CFI were subject to a $1.0 million corridor for any one accident or
combination of accidents that exceeded $2.0 million. For the April 2023 renewal, liabilities in excess of the $3.0 million
deductible and $3.5 million corridor are covered by insurance up to $80.0 million. We retain any liability in excess of $80.0
million. Prior to the April 2023 renewal, our excess limit was $60.0 million, including retention of 50% of exposure from $5.0
million to $10.0 million. Furthermore, under the April 2023 renewal, our premiums are subject to upward or downward
adjustments based on claims experience in the $3.0 million to $10.0 million policy during the three year program. The elevated
retention limit and the premium adjustment feature could lead to increased volatility in our insurance and claims expense,
depending on the frequency and magnitude of claims.
Should these expenses increase, we become unable to find excess coverage in amounts we deem sufficient, we experience a
claim in excess of our coverage limits, we experience a claim for which we do not have coverage, or we have to increase our
reserves or collateral, there could be a materially adverse effect on our results of operations and financial condition.
We operate in a highly regulated industry, and changes in existing regulations or violations of existing or future
regulations could have a materially adverse effect on our operations and profitability.
We, our drivers, and our equipment are regulated by the DOT, the EPA, the DHS and other agencies in the U.S. and Mexico.
The sections of included in “Regulation” under “Business.” discuss several proposed, pending, suspended, and final regulations
that could materially impact our business and operations. Future laws and regulations may be more stringent and require
changes in our operating practices, influence the demand for transportation services, or require us to incur significant additional
costs. Higher costs incurred by us or by our suppliers who pass the costs on to us through higher prices could adversely affect
our results of operations.
If our independent contractors are deemed by regulators or judicial process to be employees, our business, financial
condition and results of operations could be adversely affected.
In connection with our acquisition of CFI, our use of independent contractors has increased, but they still represent a small
portion of our fleet. Tax and other regulatory authorities, as well as independent contractors themselves, have increasingly
asserted that independent contractors in the trucking industry are employees rather than independent contractors, for a variety of
purposes, including income tax withholding, workers' compensation, wage and hour compensation, unemployment, and other
issues. Federal legislators have introduced legislation in the past to make it easier for tax and other authorities to reclassify
independent contractor drivers as employees, including legislation to increase the recordkeeping requirements for those that
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engage independent contractor drivers and to heighten the penalties of companies who misclassify their employees and are
found to have violated employees' overtime and/or wage requirements. Additionally, federal legislators have sought to abolish
the current safe harbor allowing taxpayers meeting certain criteria to treat individuals as independent contractors if they are
following a long-standing, recognized practice, extend the Fair Labor Standards Act to independent contractors, and impose
notice requirements based upon employment or independent contractor status and fines for failure to comply. Some states have
put initiatives in place to increase their revenues from items such as unemployment, workers’ compensation, and income taxes,
and a reclassification of independent contractors as employees would help states with these initiatives. Additionally, courts in
certain states have issued recent decisions that could result in a greater likelihood that independent contractors would be
judicially classified as employees in such states. Further, class actions and other lawsuits have been filed against certain
members of our industry seeking to reclassify independent contractors as employees for a variety of purposes, including
workers’ compensation and health care coverage. Taxing and other regulatory authorities and courts apply a variety of
standards in their determination of independent contractor status. Our classification of independent contractors has been the
subject of audits by such authorities from time to time. While we have been successful in continuing to classify our independent
contractor drivers as independent contractors and not employees, we may be unsuccessful in defending that position in the
future. If our independent contractors are determined to be our employees, we would incur additional exposure under federal
and state tax, workers’ compensation, unemployment benefits, labor, employment, and tort laws, including for prior periods, as
well as potential liability for employee benefits and tax. For further discussion of the laws impacting the classification of
independent contractors, please see "Regulation" under “Business.”
Developments in labor and employment law and any unionizing efforts by employees could have a materially adverse
effect on our results of operations.
We face the risk that Congress, federal agencies, or one or more states could approve legislation or regulations significantly
affecting our businesses and our relationship with our employees, which would have substantially liberalized the procedures for
union organizations. None of our employees are currently covered by a collective bargaining agreement, but any attempt by our
employees to organize a labor union could result in increased legal and other associated costs. Additionally, given the National
Labor Relations Board’s “speedy election” rule, our ability to timely and effectively address any unionizing efforts would be
difficult. If we entered into a collective bargaining agreement with our domestic employees, the terms could materially
adversely affect our costs, efficiency, and ability to generate acceptable returns on the affected operations. Failure to comply
with existing or future labor and employment laws could have a materially adverse effect on our business and operating results.
For further discussion of the labor and employment laws, please see "Regulation" under “Business.”
The CSA program adopted by the FMCSA could adversely affect our profitability and operations, our ability to
maintain or grow our fleet, and our customer relationships.
Under CSA, fleets are evaluated and ranked against their peers based on certain safety-related standards. As a result, our fleet
could be ranked poorly as compared to peer carriers, which could have an adverse effect on our business, financial condition,
and results of operations. The occurrence of future deficiencies could affect driver recruitment by causing high-quality drivers
to seek employment with other carriers, limit the pool of available drivers, or could cause our customers to direct their business
away from us and to carriers with higher fleet safety rankings, either of which would adversely affect our results of operations.
Further, we may incur greater than expected expenses in our attempts to improve unfavorable scores.
We have in the past, and currently, exceeded the FMCSA's established intervention thresholds in certain of the seven CSA
safety-related categories among our respective operating authorities. Based on these unfavorable ratings, we may be prioritized
for an intervention action or roadside inspection, either of which could adversely affect our results of operations. In addition,
customers may be less likely to assign loads to us. We have put procedures in place in an attempt to address areas where we
have exceeded the thresholds. However, we cannot assure you these measures will be effective.
For further discussion of the CSA program, please see “Regulation” under “Business.” Insofar as any changes in the CSA
program increase the likelihood of the Company receiving unfavorable scores or mandate FMCSA to restore public access to
the scores, it could adversely affect our results of operation and profitability.
Receipt of an unfavorable DOT safety rating could have a materially adverse effect on our operations and profitability.
All of our motor carriers currently have satisfactory DOT ratings, which is the highest available rating under the current safety
rating scale. If any of our motor carriers were to receive a conditional or unsatisfactory DOT safety rating, it could materially
adversely affect our business, financial condition, and results of operations as customer contracts may require a satisfactory
DOT safety rating, and a conditional or unsatisfactory rating could materially adversely affect or restrict our operations.
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Furthermore, any changes to the DOT safety rating could make it more difficult for us to receive a satisfactory rating. For
further discussion of the DOT safety rating system, please see “Regulation” under “Business.”
Ineffective internal controls could have a negative impact on our business, results of operations, and our reputation.
Our internal controls over financial reporting may not prevent or detect misstatements because of its inherent limitations,
including the possibility of human error, failure or interruption of information technology systems, the circumvention or
overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the
preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including
any failure to implement required new or improved controls, or if we experience difficulties in their implementation, including
with the implementation of our internal controls in acquired companies, our business and operating results could be harmed and
we could fail to meet our financial reporting obligations, which also could have a negative impact on our reputation.
Compliance with various environmental laws and regulations may increase our costs of operations and non-compliance
with such laws and regulations could result in substantial fines or penalties.
In addition to direct regulation under the DOT and related agencies, we are subject to various environmental laws and
regulations dealing with the hauling and handling of hazardous materials, waste oil, fuel storage tanks, air emissions from our
vehicles and facilities, engine idling, and discharge and retention of storm water. Our truck terminals often are located in
industrial areas where groundwater or other forms of environmental contamination may have occurred or could occur. Our
operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others.
Certain of our facilities have waste oil or fuel storage tanks and fueling islands. A small percentage of our freight consists of
low-grade hazardous substances, which subjects us to a wide array of regulations. Although we have instituted programs to
monitor and control environmental risks and promote compliance with applicable environmental laws and regulations, if we are
involved in a spill or other accident involving hazardous substances, if there are releases of hazardous substances we transport,
if soil or groundwater contamination is found at our facilities or results from our operations, or if we are found to be in violation
of applicable laws or regulations, we could be subject to cleanup costs and liabilities, including substantial fines or penalties or
civil and criminal liability, any of which could have a materially adverse effect on our business and operating results. For
further discussion of environmental laws and regulations, please see "Regulation" under “Business.”
Governmental agencies continue to enact more stringent laws and regulations to reduce engine emissions. These laws and
regulations are applicable to engines used in our revenue equipment. We have incurred and continue to incur costs related to the
implementation of these more rigorous laws and regulations. Additionally, in certain locations governments have banned or
may in the future ban internal combustion engines for some types of vehicles. To the extent these bans affect our revenue
equipment, we may be forced to incur substantial expense to retrofit existing engines or make capital expenditures to update our
fleet. As a result, our business, results of operations, and financial condition could be negatively affected.
As the environmental laws and regulations to which we are subject become more stringent, we may experience increased costs
related to compliance, and if such laws and regulations take effect faster than we anticipate or are prepared for, we may
experience difficulty complying. In addition, certain environmental laws and regulations may require us to disclose certain
metrics or other data related to our operations that have historically been confidential. Failure to comply with these laws and
regulations may result in fines or penalties, a decrease in productivity, and other constraints that could impair our financial and
operational position and have a negative impact on our stock price and reputation. "Environmental Regulation" of this Annual
Report, provides a discussion of the environmental laws and regulations applicable to our business and operations.
Changes to trade regulation, quotas, duties, or tariffs, caused by the changing U.S. and geopolitical environments or
otherwise, may increase our costs and materially adversely affect our business.
The imposition of additional tariffs or quotas or changes to certain trade agreements, including tariffs applied to goods traded
between the United States and China, could, among other things, increase the costs of the materials and decrease the availability
of certain materials used by our suppliers to produce new revenue equipment or increase the price of fuel. Such cost increases
for our revenue equipment suppliers would likely be passed on to us, and to the extent fuel prices increase, we may not be able
to fully recover such increases through rate increases or our fuel surcharge program, either of which could have a material
adverse effect on our business.
Litigation may adversely affect our business, financial condition, and results of operations.
Our business is subject to the risk of litigation by employees, independent contractors, customers, vendors, government
agencies, stockholders, and other parties through private actions, class actions, administrative proceedings, regulatory actions,
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and other processes related to personal injury, labor and employment, property damage, cargo claims, safety and contract
compliance, environmental liability, and other matters, and we have been subject to litigation regarding these matters in the
past. The number and severity of litigation claims may be worsened by various factors, including, among others, weather and
distracted driving by both truck drivers and other motorists. These legal proceedings have resulted, and may result in the future,
in the payment of substantial settlements or damages and increases in our insurance costs. Recently, trucking companies,
including us, have been subject to lawsuits, including class action lawsuits, alleging violations of various federal and state wage
and hour laws regarding, among other things, employee meal breaks, rest periods, overtime eligibility, and failure to pay for all
hours worked. A number of these lawsuits have resulted in the payment of substantial settlements or damages by the
defendants.
The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify, and the
magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to
defend litigation may also be significant. Not all claims are covered by our insurance, and there can be no assurance that our
coverage limits will be adequate to cover all amounts in dispute. To the extent we experience claims that are uninsured, exceed
our coverage limits, involve significant aggregate use of our self-insured retention amounts, or cause increases in future
premiums, the resulting expenses could have a significant materially adverse effect on our business, results of operations,
financial condition, or cash flows.
Increasing attention on environmental, social and governance (“ESG”) matters may have a negative impact on our
business, impose additional costs on us, and expose us to additional risks.
Companies are facing increasing attention from stakeholders relating to ESG matters, including environmental stewardship,
social responsibility, and diversity and inclusion. Organizations that provide information to investors on corporate governance
and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings
are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to negative
investor sentiment toward the Company, which could have a negative impact on our stock price.
Our Environmental and Sustainability Mission and other disclosures regarding our environmental initiatives reflect some of our
initiatives and are not a guarantee that we will be able to achieve them. Our ability to successfully execute these initiatives and
accurately report our progress presents numerous operational, financial, legal, reputational and other risks, many of which are
outside our control, and all of which could have a material negative impact on our business. Additionally, the implementation of
these initiatives imposes additional costs on us. If our ESG initiatives fail to satisfy our stakeholders, then our reputation, our
ability to attract or retain employees, and our attractiveness as an investment and business partner could be negatively impacted.
Similarly, our failure, or perceived failure, to pursue or fulfill our goals, targets and objectives or to satisfy various reporting
standards within the timelines we announce, or at all, could also have similar negative impacts and expose us to government
enforcement actions and private litigation.
FINANCIAL RISKS
Our existing and future indebtedness could limit our flexibility in operating our business or adversely affect our
business and our liquidity position.
We have significant indebtedness following our acquisition of CFI and Smith Transport. Our indebtedness may fluctuate from
time to time in the future for various reasons, including fluctuations in results of operations, capital expenditures, and potential
acquisitions. Our current indebtedness, as well as any future indebtedness, could, among other things:
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require us to dedicate a substantial portion of our cash flow to payments on our debt, reducing our ability to
use our cash flow to fund capital expenditures and working capital and other general operational
requirements;
expose us to the risk of increased interest rates relating to any of our indebtedness at variable rates;
limit our flexibility to plan for and react to changes in our business and/or changing market conditions;
place us at a competitive disadvantage relative to some of our competitors that have less, or less restrictive,
debt than us;
limit our ability to pursue acquisitions or cause us to make non-strategic divestitures; and
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increase our vulnerability to general adverse economic and industry conditions, including changes in interest
rates or a downturn in our business or the economy.
The occurrence of any one of these events could have a material adverse effect on our business, financial condition and results
of operations or cause a significant decrease in our liquidity and impair our ability to pay amounts due on our indebtedness. The
Credit Facilities contain usual and customary events of default and negative covenants for a facility of this nature including,
among other things, restrictions on our ability to incur certain additional indebtedness or issue guarantees, to create liens on our
assets, to make distributions on or redeem equity interests (subject to certain exceptions, including that (a) we may pay
regularly scheduled dividends on our common stock not to exceed $10.0 million during any fiscal year and (b) we may make
any other distributions so long as we maintain a net leverage ratio not greater than 2.50 to 1.00), to make investments and to
engage in mergers, consolidations, or acquisitions. In addition, the Credit Facilities contain usual and customary financial
covenants, including (i) a maximum net leverage ratio of 2.75 to 1.00, measured quarterly on a trailing twelve-month basis, and
(ii) a minimum interest coverage ratio of 3.00 to 1.00, measured quarterly on a trailing twelve-month basis.
Our profitability may be materially adversely impacted if our capital investments do not match customer demand or if
there is a decline in the availability of funding sources for these investments.
Our operations require significant capital investments. The amount and timing of such investments depend on various factors,
including anticipated freight demand and the price and availability of assets. If anticipated demand differs materially from
actual usage, we may have too many or too few assets. Moreover, resource requirements vary based on customer demand,
which may be subject to seasonal or general economic conditions. During periods of decreased customer demand, our asset
utilization may suffer, and we may be forced to sell equipment on the open market or turn in equipment under certain
equipment leases, if any, in order to right size our fleet. This could cause us to incur losses on such sales or require payments in
connection with the return of such equipment, particularly during times of a softer used equipment market, either of which
could have a materially adverse effect on our profitability. Our ability to select profitable freight and adapt to changes in
customer transportation requirements is important to efficiently deploy resources and make capital investments in tractors and
trailers. Volatility in equity markets could also impair our financial position in general terms and our ability to effectively
capitalize on potential merger and acquisition opportunities.
Our historical policy of operating newer equipment requires us to expend significant amounts annually to maintain a newer
average age for our fleet of revenue equipment. We expect to pay for projected capital expenditures with cash flows from
operations, proceeds from sales of equipment being replaced, and with proceeds of borrowings if necessary. If we are unable to
generate sufficient cash from operations, or proceeds from sales of equipment being replaced, or utilize borrowing capacity on
our Credit Facilities, we would need to seek alternative sources of capital, including additional financing, to meet our capital
requirements. In the event that we are unable to generate sufficient cash from operations or obtain additional financing on
favorable terms in the future, we may have to limit our fleet size, enter into less favorable financing arrangements, or operate
our revenue equipment for longer periods, any of which could have a materially adverse effect on our profitability.
Increased prices for new revenue equipment, design changes of new engines, decreased availability of new revenue
equipment, and decreased demand for and value of used equipment could have a materially adverse effect on our
business, financial condition, results of operations, and profitability.
We are subject to risk with respect to higher prices for new tractors and trailers. We have at times experienced an increase in
prices for new tractors and trailers, including significant increases in recent quarters, and the resale values of the tractors and
trailers have not always increased to the same extent. Prices have increased and may continue to increase, due to, among other
reasons, (i) increases in commodity prices, (ii) government regulations applicable to newly manufactured tractors, trailers, and
diesel engines, and (iii) the pricing discretion of equipment manufacturers. In addition, we have equipped our tractors with
safety, aerodynamic, and other options that increase the price of new equipment. Compliance with governmental regulations has
increased the cost of our new tractors, may increase the cost of new trailers, could impair equipment productivity, in some
cases, result in lower fuel mileage, and increase our operating expenses. Our business could be harmed if we are unable to
continue to obtain an adequate supply of new tractors and trailers for these or other reasons, and the future use of autonomous
tractors and alternative fuel could increase the price of new tractors and decrease the value of used, non-autonomous tractors.
As a result, we expect to continue to pay increased prices for equipment and incur additional expenses for the foreseeable
future. In addition, reduced equipment efficiency may result from new engines designed to reduce emissions, thereby increasing
our operating expenses.
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Tractor and trailer vendors may reduce their manufacturing output in response to lower demand for their products in economic
downturns or shortages of raw materials, other key components or labor. A decrease in vendor output may have a materially
adverse effect on our ability to purchase or take possession of a quantity of new revenue equipment that is sufficient to sustain
our desired growth rate and to maintain a late-model fleet. Some tractor and trailer manufacturers have recently experienced
periodic shortages of certain component parts and supplies, including semiconductor chips, forcing such manufacturers to
curtail or suspend their production. This could lead to a lower supply of tractors and trailers, higher prices, and lengthened trade
cycles. An inability to obtain an adequate supply of new tractors or trailers could have a materially adverse effect on our
business, financial condition, and results of operation, particularly our maintenance expense and driver retention.
The market for used equipment is cyclical and can be volatile, and any downturn in the market could negatively impact our
earnings and cash flows. During periods of higher used equipment values, we have recognized significant gains on the sale of
our used tractors and trailers, in part because of a strong used equipment market and our historical practice of capitalizing on
changes in the used equipment market. Conversely, during periods of lower used equipment values, we may generate lower
gains on sale, or even losses, or we may have to record impairments of the carrying value of our equipment, any of which
would reduce our earnings and cash flows, and could adversely impact our liquidity and financial condition. Alternatively, we
could decide, or be forced, to operate our equipment longer, which could negatively impact maintenance and repairs expense,
customer service, and driver satisfaction. If there is a deterioration of resale prices, it could have a material adverse effect on
our business, financial condition, and results of operations. In 2022 and 2023, we experienced a softened used equipment
market.
We could determine that our goodwill and other intangible assets are impaired, thus recognizing a related loss.
As of December 31, 2023, we had goodwill of $322.6 million and other intangible assets of $98.5 million. We evaluate our
goodwill and other intangible assets for impairment. We could recognize impairments in the future, and we may never realize
the full value of our intangible assets. If these events occur, our profitability and financial condition will suffer.
Concentrated ownership of our stock can influence stockholder decisions, may discourage a change in control, and may
have an adverse effect on share price of our stock.
Investors who purchase our common stock may be subject to certain risks due to the concentrated ownership of our common
stock. The Gerdin family, our directors, and our executive officers, as a group, own or control approximately 41% of our
common stock, and their interests may conflict with the interests of our other stockholders. This ownership concentration may
have the effect of discouraging, delaying, or preventing a change in control, and may also have an adverse effect on the market
price of our shares. As a result of their ownership, the Gerdin family, the executive officers and directors, as a group, may have
the ability to influence the outcome of any matter submitted to our stockholders for approval, including the election of directors.
This concentration of ownership could limit the price that some investors might be willing to pay for our common stock, and
could allow the Gerdin family to prevent or could discourage or delay a change of control, which other stockholders may favor.
Further, our bylaws have been amended to “opt out” of the Nevada control share statute. Accordingly, an acquisition of more
than a majority of our common stock by the Gerdin family will not result in certain shares in excess of a majority losing their
voting rights and may enhance the Gerdin family's ability to exercise control over decisions affecting us. The interests of the
Gerdin family may conflict with the interests of other holders of our common stock, and they may take actions affecting us with
which other stockholders disagree.
The market price of our common stock may be volatile.
The price of our common stock may fluctuate widely, depending upon a number of factors, many of which are beyond our
control. In addition, stock markets generally experience significant price and volume volatility from time to time which may
adversely affect the market price of our common stock for reasons unrelated to our performance.
Changes in taxation could lead to an increase of our tax exposure and could affect the Company’s financial results.
President Biden has provided some informal guidance on what federal tax law changes he supports, such as an increase in the
corporate tax rate from its current top rate of 21%. If an increase in the corporate tax rate is passed by Congress and signed into
law, it could have a materially adverse effect on our financial results and financial position. At December 31, 2023, the
Company had a total deferred income tax liability of $189.1 million. The amount of deferred tax liability is determined by using
the enacted tax rates in effect for the year in which differences between the financial statement and tax basis of assets and
liabilities are expected to reverse. Accordingly, our net current tax liability has been determined based on the currently enacted
rate of 21%. If the current rate were increased due to legislation, it would have an immediate revaluation of our deferred tax
assets and liabilities in the year of enactment.
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CYBERSECURITY
We have a cross-departmental approach to addressing cybersecurity risk, including input from employees and our Board of
Directors (the "Board"). The Board, Audit and Risk Committee, and senior management devote significant resources to
cybersecurity and risk management processes to adapt to the changing cybersecurity landscape and respond to emerging threats
in a timely and effective manner. Our cybersecurity risk management program leverages the National Institute of Standards and
Technology (NIST) framework, which organizes cybersecurity activities into five categories: identify, protect, detect, respond
and recover. Our cybersecurity risk management program is part of our overall risk assessment. We regularly assess the threat
landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection
and mitigation, and investments in a partnership with a third-party vendor whose experts further advise our processes. Our
executive team, which includes the VP of IT, reviews enterprise risk management-level cybersecurity risks annually, along with
other key risks to the organization. In addition, we have a set of Company-wide policies and procedures concerning
cybersecurity matters, which include an IT security policy as well as other policies that directly or indirectly relate to
cybersecurity, such as policies related to encryption standards, malware protection, remote access, multifactor authentication,
confidential information and the use of the internet, social media, email and wireless devices. These policies go through an
internal review process and are approved by appropriate members of management.
The VP of IT is responsible for developing and implementing our information security program and reporting on cybersecurity
matters to the Board. Our VP of IT has over two decades of experience leading cybersecurity oversight. Others on our IT
security team have cybersecurity experience or certifications that support these efforts. We view cybersecurity as a shared
responsibility, and we periodically perform simulations and tabletop exercises at a management level and incorporate external
resources and advisors as needed. All employees are required to complete cybersecurity trainings at least annually and have
access to more frequent cybersecurity trainings through online trainings. We employ ongoing random testing of phishing and
other cybersecurity threats across our entire employee base on a weekly basis with follow-up communication on results of these
tests to members of management. Failures of these random tests require team re-training efforts.
We have continued to expand investments in IT security, including additional end-user training, using layered defenses,
identifying and protecting critical assets, strengthening monitoring and alerting, and engaging experts. We regularly test
defenses by performing simulations and drills at both a technical level (including through penetration tests) and by reviewing
our operational policies and procedures with third-party experts. At the management level, our IT security team regularly
monitors alerts and meets to discuss threat levels, trends and remediation. The team also prepares a monthly cyber scorecard,
regularly collects data on cybersecurity threats and risk areas and conducts an annual risk assessment. Further, we conduct
periodic external penetration tests, red team testing and maturity testing to assess our processes and procedures and the threat
landscape. These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors,
customers, employees, vendors, and intellectual property. In addition to assessing our own cybersecurity preparedness, we also
consider and evaluate cybersecurity risks associated with use of third-party service providers. Our team conducts an annual
review of third-party hosted applications with a specific focus on any sensitive data shared with third parties. The internal
business owners of the hosted applications are required to document user access reviews at least quarterly and assess the
vendor-provided System and Organization Controls (SOC) 1 or SOC 2 report on an annual basis. If a third-party vendor is not
able to provide a SOC 1 or SOC 2 report, we take additional steps to assess their cybersecurity preparedness and assess our
relationship on that basis. Our assessment of risks associated with use of third-party providers is part of our overall
cybersecurity risk management framework.
The Audit and Risk Committee and the full Board actively participate in discussions with management and amongst themselves
regarding cybersecurity risks. The Audit and Risk Committee performs an annual review of the Company’s cybersecurity
program and the Company’s overall risk assessment, which includes discussion of management’s actions to identify and detect
threats, as well as planned actions in the event of a response or recovery situation. The Audit and Risk Committee’s annual
review also includes review of recent enhancements to the Company’s defenses and management’s progress on its
cybersecurity strategic roadmap. In addition, the Board receives regular cybersecurity updates, which include a review of key
performance indicators, test results and related remediation, and recent threats and how the Company is managing those threats.
Further, at least annually, the Board receives updates on the Company’s Business Continuity Plan, which covers, among other
things, potential cybersecurity incidents, and potential impacts to data privacy and compliance. To aid the Board with its
cybersecurity and data privacy oversight responsibilities, the Board periodically hosts experts for presentations on these topics.
For example, the Board has hosted an outside expert to discuss developments in the cybersecurity threat landscape.
We face a number of cybersecurity risks in connection with our business. Although such risks have not materially affected us,
including our business strategy, results of operations or financial condition, to date, we have, from time to time, experienced
potential threats to and incidents related to our data and systems, including malware and phishing attempts. For more
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information about the cybersecurity risks we face, see the risk factor entitled “We depend on the proper functioning and availability of our management information and communication systems and other technology assets (and the data contained therein) and a system failure or unavailability, including those caused by cybersecurity breaches internally or with third parties, or an inability to effectively upgrade such systems and assets, including operating system integration of acquired companies, could cause a significant disruption to our business and have a materially adverse effect on our results of operations” in Risk Factors.PROPERTIESOur corporate headquarters is located in North Liberty, Iowa which is located on Interstate 380 near the intersection of Interstates 380 and 80. The headquarters is located on 40 acres of land along the Cedar Rapids/Iowa City business corridor and includes a 65,000 square foot office building and a 32,600 square foot shop and maintenance building. The following table provides information regarding our terminal facilities with shop and maintenance, fueling services or other significant operations:Company LocationOfficeShopFuelOwned or LeasedAlbany, GeorgiaNoYesNoOwnedAlvarado, TexasYesYesYesOwnedAtlanta, GeorgiaYesYesYesOwnedBlack River Falls, WisconsinYesYesNoOwnedBoise, IdahoYesYesNoLeasedCanonsburg, PennsylvaniaYesNoYesLeasedCarlisle, PennsylvaniaYesYesYesOwnedCartersville, GeorgiaYesYesYesOwnedChester, VirginiaYesYesYesOwnedColumbus, OhioYesYesYesOwnedEden, North CarolinaYesYesNoOwnedFrederick, ColoradoYesYesYesOwnedJacksonville, FloridaYesYesYesOwnedJoplin, MissouriYesYesYesOwnedKingsport, TennesseeYesYesYesOwnedLaredo, TexasYesYesYesOwnedLathrop, California YesYesYesLeasedMedford, OregonYesYesYesOwnedMt. Juliet, TennesseeYesYesYesOwnedNorth Liberty, Iowa (1)YesYesYesOwnedNuevo Laredo, MexicoYesNoNoOwnedPhoenix, ArizonaYesYesYesOwnedPontoon Beach, Illinois YesYesNoOwnedRancho Cucamonga, California YesYesYesLeasedRichfield, WisconsinYesYesNoOwnedRidgeway, VirginiaYesNoYesOwnedRoaring Spring, PennsylvaniaYesYesYesOwnedSanford, FloridaYesNoNoOwnedSeagoville, TexasYesYesYesLeasedTacoma, WashingtonYesYesYesOwnedTaylor, MichiganYesNoNoOwnedTrenton, OhioYesYesYesOwnedWest Memphis, ArkansasYesNoYesOwned(1) Corporation headquarters. 34 LEGAL PROCEEDINGS
We are a party to ordinary, routine litigation and administrative proceedings incidental to our business. These proceedings
primarily involve claims for personal injury, property damage, cargo, and workers’ compensation incurred in connection with
the transportation of freight. We maintain insurance to cover liabilities arising from the transportation of freight for amounts in
excess of certain self-insured retentions.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER
PURCHASES OF EQUITY SECURITIES
Trading Symbol
Our common stock trades on The NASDAQ Global Select Market under the symbol HTLD.
As of February 26, 2024, we had 751 stockholders of record of our common stock. However, we estimate that we have a
significantly greater number of stockholders because a substantial number of our shares of record are held by brokers or dealers
for their customers in street names.
Dividend Policy
We currently intend to continue the quarterly cash dividend program. However, future payments of cash dividends will depend
upon our financial condition, results of operations and capital requirements, as well as other factors deemed relevant by the
Board of Directors.
During 2023 and 2022 the Company paid regular quarterly dividends totaling $0.08 per share for the year. During 2021 the
Company paid a special dividend of $0.50 per share on outstanding shares at the time of the special dividend declaration which
was in addition to the regular quarterly dividends declared totaling $0.08 per share for the year. The special dividend payment
amounted to $39.5 million.
Stock Repurchase
We have a stock repurchase program with 6.6 million shares remaining authorized for repurchase as of December 31, 2023.
There were no shares repurchased in the open market during the years ended December 31, 2023 and 2022.
The specific timing and amount of future repurchases will be determined by market conditions, cash flow requirements,
securities law limitations, and other factors. Repurchases are expected to continue from time to time, as conditions permit, until
the number of shares authorized to be repurchased have been bought, or until the authorization to repurchase is terminated,
whichever occurs first. The share repurchase authorization is discretionary and has no expiration date. The repurchase program
may be suspended, modified, or discontinued at any time without prior notice.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read together with
“Business” of this Annual Report, as well as the consolidated financial statements and accompanying footnotes included in this
Annual Report. This discussion contains forward-looking statements as a result of many factors, including those set forth under
"Risk Factors” and “Cautionary Note Regarding Forward-looking Statements” of this Annual Report, and elsewhere in this
report. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual
results could differ materially from those discussed.
Overview
Prior to 2022 we, together with our subsidiaries, historically were a short-to-medium haul truckload carrier where
approximately 99.9% of our operating revenue was derived from shipments within the United States with the remainder being
Canada and no operations in Mexico. With the acquisition of CFI on August 31, 2022, we significantly expanded our scale and
our transportation services. We continue to provide nationwide asset-based dry van truckload service for major shippers from
across the U.S. and now including cross border freight to and from Mexico and our consolidated average length of haul is
approximately 400 miles. We continue to focus on providing high quality service to targeted customers with a high density of
freight in our regional operating areas. We also offer truckload temperature-controlled transportation services and logistics
services in Mexico, which are not significant to our consolidated operations. Through the acquisition of CFI, we now provide
transportation logistics services across Mexico for our customers and provide cross-border freight services for customer loads
moving from the United States into Mexico and loads originating from Mexico into the United States. We utilize third party
service providers for all miles run in Mexico and to move freight across the US-Mexico border while leveraging terminal
locations in the US and Mexico near the border to facilitate these moves. We generally earn revenue based on the number of
miles per load delivered and the revenue per mile or per load paid. We operate our consolidated operations under the brand
names of Heartland Express, Millis Transfer, Smith Transport, and CFI. We manage our business based on overall corporate
operating goals and objectives that are the same for all of our brands. Our CODM, our CEO, evaluates the operational
efficiencies of our transportation services, operating performance and asset allocation on a combined basis based on
consolidated operating goals and objectives. We believe the keys to success are maintaining high levels of customer service and
safety, which are predicated on the availability of experienced drivers and late-model equipment. We believe that our service
standards, safety record, and equipment accessibility have made us a core carrier to many of our major customers, as well as
allowed us to build solid, long-term relationships with customers and brand ourselves as an industry leader for on-time service.
Our corporate headquarters is located in North Liberty, Iowa, in a lower-cost environment with ready access to a skilled,
educated, and industrious workforce. Our other terminals are located near major shipping corridors nationwide, affording
proximity to customer locations, driver domiciles, and distribution centers. Approximately 80% of our terminals are located
within 200 miles of the 30 largest metropolitan areas in the U.S. We believe our geographic reach and terminal locations assist
us with driver recruiting and retention, efficient fleet maintenance, and consistent customer engagement.
Our long-term objectives, which have not generally changed since we were founded in 1978, are to achieve significant growth,
to operate with a low-80s operating ratio (operating expenses as a percentage of operating revenue), and to maintain a debt-free
balance sheet. We maintain a disciplined approach to cost controls. We do this by scrutinizing all expenditures, prioritizing
expenses that improve our drivers' experience or our customer service, minimizing non-driving personnel through proven
technology when the cost of doing so is justified, and operating late-model tractors and trailers with sound warranty coverage
and enhanced fuel efficiency.
The challenging freight environment during 2023, combined with acquisitions of Smith Transport and CFI in 2022, have
pressured our financial results to a level below our historical results and management expectations, and also resulted in the
incurrence of debt. However, the acquisitions have also allowed us to deliver $1.2 billion of operating revenues, an all-time
record for our organization. We believe this enhanced scale provides a better strategic position given the cyclical nature of the
industry we operate in. This enhanced scale has allowed us to increase capacity, enhance our customer offerings, and further
diversify our customer base. We anticipate getting back to debt free and low 80's operating ratio for our consolidated operations
over the next two to three years as we integrate the operations of these two entities and the freight market improves.
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this document
generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions of 2021 items and
year-to-year comparisons between 2022 and 2021 that are not included in this document can be found in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report for the fiscal year ended
December 31, 2022.
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Recent DevelopmentsIn 2023, we generated operating revenues of $1.2 billion, including fuel surcharges, net income of $14.8 million, and basic net income per share of $0.19 on basic weighted average outstanding shares of 79.0 million. This compared to operating revenues of $968.0 million, including fuel surcharges, net income of $133.6 million, and basic net income per share of $1.69 on basic weighted average outstanding shares of 78.9 million in 2022. We posted an 96.5% operating ratio (which represents operating expenses as a percentage of operating revenues) for the year ended December 31, 2023, compared to 80.5% for the same period of 2022, and an 1.2% net margin (which represents net income as a percentage of operating revenues) for 2023, compared to 13.8% in the same period of 2022. We posted an 95.4% non-GAAP adjusted operating ratio(1) (operating expenses as a percentage of operating revenues, net of fuel surcharge) for the year ended December 31, 2023 compared to 84.8% for the same period of 2022. We had total assets of $1.5 billion and total stockholders' equity of $865.3 million at December 31, 2023. We achieved a return on assets of 0.9% and a return on equity of 1.7% over the year ended December 31, 2023, compared to 9.8% and 16.4% respectively, for 2022.On May 31, 2022 we completed our fourth acquisition within nine years. We acquired all the outstanding equity of Smith Transport. The Smith Transport acquisition added additional dry van truckload capacity to our core operations and this resulted in increased revenues and increased operating costs after May 31, 2022. Therefore, our financial results for 2022 only include Smith Transport activity from June 1, 2022 to December 31, 2022.On August 31, 2022 we completed our fifth acquisition within nine years. We acquired all the outstanding equity of CFI. The CFI acquisition added additional dry van truckload capacity to our core operations and this resulted in increased revenues and increased operating costs after August 31, 2022. Therefore, our financial results for 2022 only include CFI activity from September 1, 2022 to December 31, 2022. (1)GAAP to Non-GAAP Reconciliation Schedule:Operating revenue, operating revenue excluding fuel surcharge revenue, fuel surcharge revenue, operating income, operating ratio, and adjusted operating ratio reconciliation (a)Twelve Months Ended December 31,20232022(in thousands)Operating revenue$ 1,207,458 $ 967,996 Less: Fuel surcharge revenue 173,817 169,173 Operating revenue excluding fuel surcharge revenue 1,033,641 798,823 Operating expenses 1,165,073 779,638 Less: Fuel surcharge revenue 173,817 169,173 Less: Amortization of intangibles 5,164 3,653 Less: Acquisition-related costs — 2,254 Less: Gain on sale of a terminal property — (73,175) Adjusted operating expenses 986,092 677,733 Operating income 42,385 188,358 Adjusted operating income$ 47,549 $ 121,090 Operating ratio 96.5 % 80.5 %Adjusted operating ratio 95.4 % 84.8 %37 (a) Operating revenue excluding fuel surcharge revenue, as reported in this annual report is based upon operating revenue
minus fuel surcharge revenue. Adjusted operating income as reported in this annual report is based upon operating revenue
excluding fuel surcharge revenue, less operating expenses, net of fuel surcharge revenue, non-cash amortization expense related
to intangible assets, acquisition-related legal and professional fees, and the gain on sale of a terminal property. Adjusted
operating ratio as reported in this annual report is based upon operating expenses, net of fuel surcharge revenue, amortization of
intangibles, acquisition-related costs, and the gain on sale of terminal property, as a percentage of operating revenue excluding
fuel surcharge revenue. We believe that operating revenue excluding fuel surcharge revenue, adjusted operating income, and
adjusted operating ratio are more representative of our underlying operations by excluding the volatility of fuel prices, which
we cannot control, and removes items resulting from acquisitions or one-time transactions that do not reflect our core operating
performance. Operating revenue excluding fuel surcharge revenue, adjusted operating income, and adjusted operating ratio are
not substitutes for operating revenue, operating income, or operating ratio measured in accordance with GAAP. There are
limitations to using non-GAAP financial measures. Although we believe that operating revenue excluding fuel surcharge
revenue, adjusted operating income, and adjusted operating ratio improve comparability in analyzing our period-to-period
performance, they could limit comparability to other companies in our industry if those companies define such measures
differently. Because of these limitations, operating revenue excluding fuel surcharge revenue, adjusted operating income, and
adjusted operating ratio should not be considered measures of income generated by our business or discretionary cash available
to us to invest in the growth of our business. Management compensates for these limitations by primarily relying on GAAP
results and using non-GAAP financial measures on a supplemental basis.
Our cash flow provided by operating activities for the twelve months ended December 31, 2023 was $165.3 million or 13.7% of
operating revenues, compared to $194.7 million or 20.1% of operating revenues in 2022. During 2023, we used $67.9 million in
net investing cash flows, which was primarily the result of $71.3 million of net cash used for the purchase of property and
equipment. We used $208.6 million to purchase property and equipment and received $137.3 million from the sales of property
and equipment. We had net cash of $120.7 million used by financing activities during 2023, including $114.1 million of
repayments of finance leases and debt and $6.3 million used to pay dividends to our shareholders. As a result, our cash, cash
equivalents, and restricted cash decreased by $23.3 million during the year ended December 31, 2023 to $41.2 million.
Unrestricted cash and cash equivalents decreased $21.3 million to $28.1 million.
We operate in a cyclical industry. In early 2022, freight demand was initially strong, following an extended period of freight
demand at peak levels that began in mid 2020 and continued throughout 2021 and into 2022. Freight demand began to soften in
the back half of 2022 and continued to degrade throughout all of 2023. We expect freight demand to remain challenged at lower
demand levels in at least the first half of 2024 based upon the freight demand experienced in January and February of 2024. We
expect the strategic changes that we have implemented during 2023 will improve our operational readiness ahead of future
expected freight demand growth, which could happen as soon as mid to late 2024. However, continued supply chain issues for
tractors, trailers and related parts, general consumer product output and inventory volatility, consumer demand, the political
landscape, foreign wars, and disruption in oil and diesel markets all could create additional volatility regarding freight demand
during 2024.
We continue to focus on providing quality service to targeted customers with a high density of freight in our regional operating
areas. Organic growth has become increasingly difficult for traditional over-the-road truckload carriers given a shortage of
qualified drivers in the industry and availability of revenue equipment assets. We have completed two recent strategic
acquisitions to combat these industry challenges. In addition, we continue to evaluate and explore different driving options and
offerings for our existing and potential new drivers across our unique mix of driver offerings at Heartland Express, Millis
Transfer, Smith Transport, and CFI.
The trucking industry has been faced with a qualified driver shortage. During 2021, increased freight demand, combined with
the COVID-19 pandemic, intensified an already challenging qualified driver market. Competition for qualified drivers
continued to be challenging in 2023 and is expected to be a challenge going forward due to the decreasing numbers of qualified
drivers in our industry. However, driver availability began to change late in 2022 and into 2023, as a result of the degrading
freight and economic environments and we believe certain drivers have moved from smaller less financially stable carriers to
more financially stable carriers and from independent contractors to company drivers. Although there has been some increased
movement of drivers between companies in our industry, the issue of decreasing amount of qualified CDL drivers in our
industry continues. We continually explore new strategies to attract and retain qualified drivers with changes in market
conditions and demands. We hire the majority of our drivers with at least six months of over-the-road experience and safe
driving records. As discussed below, the Company's driver training program provides an additional source of future potential
professional drivers. In order to attract and retain experienced drivers who understand the importance of customer service, we
have sought to solidify our position as an industry leader in driver compensation in our operating markets and for the services
we provide. We have continued to get more creative in providing better pay, benefits, equipment, and facilities for our drivers.
Our comprehensive driver compensation and benefits program rewards drivers for years of service and safe operating mileage
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benchmarks, which are critical to our operational and financial performance. Certain driver pay packages include minimum pay
protection provisions, future pay increases based on years of continued service with us, increased rates for accident-free miles
of operation, detention pay, and other pay programs to assist drivers with unproductive time associated with circumstances
outside of their control, such as inclement weather, equipment breakdowns, and customer issues. As a result of the freight
environment during 2023, we paid more through these programs, resulting in an increase of driver pay per mile and as a
percentage of revenue. We believe that our driver compensation and benefits package is consistently among the best in the
industry. We are committed to investing in our drivers and compensating them for safety as both are key to our operational and
financial performance. Currently over 10% of our driver employees, individually, have achieved 1.0 million safe miles.
Growth History and Capital Allocation
In addition to past organic growth through the development of our regional operating areas, we have completed ten acquisitions
since 1986 with the most recent and our fifth acquisition since 2013, CFI, occurring on August 31, 2022 following the
acquisition of Smith Transport on May 31, 2022. These ten acquisitions have enabled us to solidify our position within existing
regions, expand into new operating regions, expand service offerings to address longer length of haul needs from customers,
pursue new customer relationships in new markets, as well as expand business relationships with current customers in new
markets. We are highly selective about acquisitions, with our main criteria being (i) safe operations, (ii) high quality
professional truck drivers, (iii) fleet profile that is compatible with our philosophy or can be replaced economically, and (iv)
freight profile that will allow a path to a low-80s operating ratio upon full integration, application of our cost structure, and
freight optimization, including exiting certain business that fails to meet our operating profile. We have historically been a debt
free organization, although with the acquisition of CFI we now have a significant amount of debt. We have also significantly
lowered our debt balance from 2022 to 2023. We expect to continue to evaluate acquisition candidates presented to us,
however, we do not expect to make any significant acquisitions while we are paying down debt. We believe future growth
depends upon several factors including the level of economic growth and the related customer demand, the available capacity in
the trucking industry, our ability to identify and consummate future acquisitions, our ability to integrate operations of acquired
companies to realize efficiencies, and our ability to attract and retain experienced drivers that meet our hiring standards.
We manage our business primarily based on long-term cash flow generation prospects and return on equity, and we place less
emphasis on quarterly earnings per share or short-term revenue volatility. When we are experiencing or expect favorable freight
markets, we invest in fleet expansion internally, dependent on our ability to hire drivers that meet our qualifications, and
through acquisitions. When freight markets are less favorable, we concentrate our assets on customers offering the most
acceptable returns and are willing to shrink our fleet to maintain margins and limit net capital expenditures. We have also
deployed available cash opportunistically toward dividends and stock repurchases. However, we expect to focus primarily on
paying down the debt resulting from our 2022 acquisitions in 2024. For the periods ended December 31, 2023, our operating
cash flows as a percentage of operating revenues five-year average was 20.1%, our three-year average was 17.4%, and most
recently for 2023 was 13.7%.
Tractor Strategy and Depreciation
Our CODM makes all revenue equipment purchasing and selling decisions on a combined basis based primarily on age,
condition, and current market conditions for the equipment regardless of which legacy fleet the equipment was associated with.
Our tractor strategy is important to our goals and differs from the practices of many of our peers. We strive to operate a
relatively new fleet to keep operating costs low, better driver comfort, and enhance dependability. We seek the flexibility to buy
and sell tractors (and trailers) opportunistically to capitalize on new and used equipment markets, size our fleet to the volume of
attractive freight, and manage cash tax expense. One method we use to accomplish these goals is to depreciate our new tractors
(excludes assets acquired through an acquisition) for financial reporting purposes using the 125% declining balance method, in
which depreciation is higher in early periods and tapers off in later periods. We believe this method more accurately reflects
actual asset values and affords us the flexibility to sell tractors at most points during their life cycle without experiencing losses.
In addition, the decline in depreciation during later periods is typically offset by increased repairs and maintenance expense as
the tractors age, which keeps our total operating costs more uniform over the operating life of the equipment. Trailers are
depreciated using the straight-line method.
Revenue equipment acquired through acquisitions is generally revalued to current market values as of the acquisition date.
Assets obtained more than a year prior to the acquisition by the acquired company are depreciated on a straight-line basis
aligned with the remaining period of expected use, whereas those obtained less than a year prior are depreciated consistent with
newly purchased assets. As acquired equipment is replaced, our fleet returns to our base methods of declining balance
depreciation for tractors and straight-line depreciation for trailers. We believe our revenue equipment strategy is sound over the
long term. However, it can contribute to volatility in gain on sale of equipment and quarterly earnings per share. At
December 31, 2023, our tractor fleet had an average age of 2.2 years and our trailer fleet had an average age of 6.4 years.
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During 2024, we expect the age of both our tractor and trailer fleets to increase from the average age at December 31, 2023, based on estimated net capital expenditures in 2024.Fuel CostsAfter salaries, wages, and benefits, fuel expense was our next highest operating cost in 2023. Containment of fuel cost continues to be one of management's top priorities. Average DOE diesel fuel prices per gallon for 2023 and 2022 were $4.21 and $4.99, respectively. The average price per gallon in 2024, through February 12, 2024, was $3.90. During March 2022 the DOE average fuel prices increased to over $5.00 per gallon. The DOE average fuel cost remained above this elevated threshold for the period from March through most of 2022, although the DOE weekly average for the last four weeks of December 2022 fell below $5.00 per gallon. The trend of fuel prices below the $5.00 per gallon threshold has continued through 2023 and into 2024. We are not able to pass through all fuel price increases through fuel surcharge agreements with customers due to tractor idling time, along with empty and out-of-route miles. Therefore, our operating income is negatively impacted with increased net fuel costs (fuel expense less fuel surcharge revenue) in a rising fuel environment and is positively impacted in a declining fuel environment. We expect to continue to manage and implement fuel initiative strategies that we believe will effectively manage fuel costs. These initiatives include strategic fueling of our trucks, whether it be terminal fuel or over-the-road fuel, reducing tractor idle time, controlling out-of-route miles, controlling empty miles, utilizing on-board power units to minimize idling, educating drivers to save energy, trailer skirting, and increasing fuel economy through the purchase of newer, more fuel-efficient tractors.Results of OperationsThe following table sets forth the percentage relationships of expense items to total operating revenue for the periods indicated: Year Ended December 31, 20232022Operating revenue 100.0 % 100.0 %Operating expenses: Salaries, wages, and benefits 39.3 % 35.8 %Rent and purchased transportation 9.3 5.6 Fuel 17.6 20.1 Operations and maintenance 5.3 4.0 Operating taxes and licenses 1.8 1.7 Insurance and claims 3.7 3.6 Communications and utilities 0.9 0.7 Depreciation and amortization 16.5 13.7 Other operating expenses 5.5 5.3 Gain on disposal of property and equipment (3.4) (10.0) 96.5 % 80.5 %Operating income 3.5 % 19.5 %Interest income 0.1 % 0.1 %Interest expense (2.0) % (0.9) %Income before income taxes 1.6 % 18.7 %Income tax expense 0.4 4.9 Net income 1.2 % 13.8 %Year Ended December 31, 2023 Compared with the Year Ended December 31, 2022The Company acquired CFI on August 31, 2022 and Smith Transport on May 31, 2022, therefore the operating results of the Company for the year ended December 31, 2022 includes the operating results of CFI and Smith Transport for four months and seven months after acquisition, respectively. The acquisitions impacted the change in operating revenues, salaries, wages and benefits, rent and purchased transportation, fuel expense, operations and maintenance, insurance and claims, depreciation and amortization, other operating expenses, and interest expense in 2022 compared to 2023 as further explained below.Operating revenue increased $239.5 million (24.7%), to $1,207.5 million for the year ended December 31, 2023 from $968.0 million for the year ended December 31, 2022. The increase in revenue was driven by an increase in trucking and other 40 revenues of $234.8 million and an increase in fuel surcharge revenue of $4.6 million. The increase in trucking and other
revenues was primarily from the acquisitions of Smith Transport and CFI. The increased fuel surcharge revenue was the result
of increased miles driven as a result of the acquisitions, partially offset by lower average DOE diesel fuel prices in 2023.
Operating revenues (the total of trucking and fuel surcharge revenue) are primarily earned based on loaded miles driven in
providing truckload services. The number of loaded miles is affected by general freight supply and demand trends and the
number of tractors. The number of tractors is directly affected by the number of available drivers providing capacity to us. The
increase in total miles was a result of the additional capacity acquired. The freight rates, earned on miles driven, were generally
soft due to weak market conditions and demand for freight services in 2023 compared to early 2022 and 2021. For 2024, we
expect freight demand to remain challenged at lower demand levels during the first half of 2024 or longer based-upon the
freight demand experienced in January and February of 2024. Freight demand growth could happen as soon as mid to late 2024.
Our operating revenues are reviewed regularly by our CODM on a combined basis across the U.S. due to the similar nature of
our services offerings and related similar base pricing structure. The operating revenues increase was the net result of an
increase in loaded miles as a result of more drivers following our 2022 acquisitions offset with a decrease in the average rate
per loaded mile.
Fuel surcharge revenues represent fuel costs passed on to customers based on customer specific fuel surcharge recovery rates
and billed loaded miles. Fuel surcharge revenues increased $4.6 million primarily as a result of an increase of miles driven
following our 2022 acquisitions, offset by a decrease in average DOE diesel fuel prices of 15.5% during 2023 compared to
2022, as reported by the DOE .
Rent and purchased transportation increased $58.4 million, to $112.7 million for the year ended December 31, 2023 from
$54.3 million for the same period of 2022. The significant increase resulted from the acquisition of CFI which included more
purchased transportation utilized throughout their operations, including independent contractors and other third party brokerage
relationships. Further contributing to the rent and purchased transportation increase is the lease expense from the equipment
leases that came with the acquisition of Smith Transport along with terminal leases entered into after selling certain properties.
Salaries, wages, and benefits increased $128.5 million (37.1%), to $474.8 million for the year ended December 31, 2023 from
$346.3 million in the 2022 period. Salaries, wages, and benefits increased primarily due to the increase in the number of drivers
and support staff following our 2022 acquisitions. In response to hiring and retention challenges in our industry we continue to
get more creative in providing better pay, driving opportunities, benefits, equipment, and facilities for our drivers. Our pay
protection programs assist drivers with unproductive time associated with circumstances outside of their control, such as
inclement weather, equipment breakdowns, and customer issues. As a result of the freight environment during 2023 we paid
more through these programs, resulting in an increase of driver pay per mile. These programs have helped with driver retention
and we believe the increased driver pay is an investment in the future.
Fuel increased $17.6 million (9.1%), to $212.2 million for the year ended December 31, 2023 from $194.6 million for the same
period of 2022. The increase in fuel was primarily due to more miles driven following our 2022 acquisitions, partially offset by
lower average diesel price per gallon (15.5%) as reported by the DOE. The average DOE diesel fuel prices per gallon for 2023
and 2022 were $4.21 and $4.99, respectively. During March 2022 DOE average fuel prices increased to over $5.00 per gallon.
The DOE average fuel cost remained above this elevated threshold for the period from March through December 31, 2022,
although the DOE weekly average for the last four weeks of December 2022 fell below $5.00 per gallon. The trend of fuel
prices below the $5.00 per gallon threshold has continued through December 31, 2023. The average DOE diesel fuel price into
February 2024 is down 7.5% compared to the 2023 DOE average price. We cannot currently predict whether the trend of
declining fuel prices from the historic highs experienced during 2022 will continue.
Depreciation and amortization increased $66.0 million (49.6%), to $199.0 million during the year ended December 31, 2023
from $133.0 million in the same period of 2022. The increase in depreciation and amortization is primarily due to an increase in
quantity of depreciated equipment from the Smith Transport and CFI acquisitions. We expect depreciation expense in 2024 to
be approximately $180 million to $185 million.
Operating and maintenance expense increased $24.3 million (62.1%), to $63.4 million during the year ended December 31,
2023, from $39.1 million in the same period of 2022. Operating and maintenance costs increase is mainly attributable to an
increase in miles driven and increased costs of our expanded fleet of revenue equipment following our 2022 acquisitions,
including the operation of slightly older equipment. Equipment selling activity further contributed to the increase as
maintenance items are regularly identified during associated inspections. There was an 122.2% increase in volume of trailers
sold during 2023 as compared to 2022, and a 73.9% increase in the quantity of tractors sold. The increase in sold equipment
was primarily due to the increased fleet size as a result of our 2022 acquisitions. At December 31, 2023, the Company’s tractor
fleet had an average age of 2.2 years and the Company's trailer fleet had an average age of 6.4 years. The average age of our
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tractor and trailer fleets was increased by the inclusion of the Smith Transport and CFI equipment obtained through our 2022
acquisitions.
Operating taxes and licenses expense increased $5.4 million (33.1%), to $21.8 million during the year ended December 31,
2023 from $16.4 million in 2022, due to an increase in number of revenue equipment units (tractors and trailers) licensed in
2023 as compared to 2022. The increase in number of revenue units licensed is the result of our 2022 acquisitions.
Insurance and claims expense increased $10.9 million (31.5%), to $45.3 million during the year ended December 31, 2023 from
$34.4 million in 2022. There was an increase in volume of claims associated with the increase in risk exposure resulting from
more miles driven, along with an increase in insurance premiums in 2023 compared to 2022 as a result of the 2022 acquisitions.
The overall cost to insure revenue equipment, on a per unit basis, has increased in recent years due to a lack of insurance
capacity across the transportation industry, mainly as a result of the current legal environment. Certain insurance carriers that
provide excess insurance coverage currently and for past claim years have encountered financial issues. In recent years there
have been several insurance carriers that have exited the excess reinsurance market. Insurance carriers have raised premiums
and collateral requirements for many businesses, including trucking companies. In our April 2023 renewal we increased
retained claim exposure in response to the premium increase trend, but also were able to increase our aggregate excess
coverage. Our premiums are subject to upward or downward adjustments based on claims experience with the opportunity for
net savings if we have positive claims experience. As a result, our insurance and claims expense could likely increase with
unfavorable claims experience.
Other operating expenses increased $15.0 million (29.1%), to $66.4 million, during the year ended December 31, 2023 from
$51.4 million in 2022, due mainly to increased variable costs associated with the increase of revenue equipment units in our
fleet and miles driven as a result of our 2022 acquisitions.
Gains on the disposal of property and equipment decreased $55.8 million (57.6%), to $41.1 million during the year ended
December 31, 2023, from $96.9 million in the same period of 2022. The decrease was primarily due to a $47.5 million decrease
from the sale of a terminal facilities, $6.6 million decrease in gains on sales of trailer equipment and a $1.6 million decrease in
gains on sales of tractor equipment. The decrease in gains on trailer sales was primarily due to a 77.2% decrease in the gains per
unit sold in 2023 as compared to 2022. Gains on tractor equipment sales decreased as a result of a 50.8% decrease in gains per
tractor sold. We currently expect lower capital investment and sale transactions for equipment in 2024 as a result of the current
depressed used equipment market as compared to the cost of new tractors and trailers. Based on currently agreed upon
equipment deals we expect equipment transaction gains to be insignificant during 2024.
Interest expense increased $15.6 million (182.7%), to $24.2 million during the year December 31, 2023 from $8.6 million in
2022. The interest expense is made up of $22.7 million from the Credit Facilities coinciding with the acquisition of CFI while
the remaining $1.5 million is the result of debt and financing leases assumed through the Smith Transport acquisition. Based on
debt repayments made during 2023, along with projected debt paydowns in 2024, we expect interest expense to decrease in
2024.
Our effective tax rate was 25.6% and 26.2% for the twelve months ended December 31, 2023 and 2022, respectively. The
decrease in the effective tax rate is primarily the result of favorable return to provision adjustments more than offsetting the
unfavorable increase in permanent differences applicable in 2023 that were not in 2022.
Inflation and Fuel Cost
Most of our operating expenses are inflation-sensitive, with inflation generally producing increased costs of operations. In
recent years there has been an inflation uptick. Significant price increases in original equipment manufacturer revenue
equipment has impacted the cost for us to acquire new equipment. While there was a corresponding inflationary impact to
prices offered on the sale of our used equipment during prior years, the market for used equipment softened significantly during
2023. Inflation has also impacted the cost of parts for equipment repairs and maintenance, inclusive of tires. The continued
qualified driver shortage experienced by the trucking industry has had the effect of increasing compensation paid to drivers.
Our pay protection programs assist drivers with unproductive time associated with circumstances outside of their control, such
as inclement weather, equipment breakdowns, and customer issues. As a result of the freight environment during 2023 we paid
more through these programs, resulting in an increase of driver pay per mile. Significant inflation has been experienced in
insurance and claims cost related to health insurance and claims as well as auto liability insurance and claims. Further,
innovations in equipment technology, EPA mandated new engine emission requirements and driver comfort have also resulted
in higher tractor prices. We have the ability to limit new equipment purchases given our average age of revenue equipment,
particularly our tractor fleet, is in the top tier of our industry. We do not believe that extending our trade cycle in 2024 will
significantly increase operations and maintenance expense compared to the rest of the industry. We historically have limited the
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effects of inflation through increases in freight rates and certain cost control efforts. Over the long term, general economic
growth and industry supply and demand conditions have allowed rate increases, although the rate increases received have
significantly lagged the increases in tractor prices and related depreciation expense.
In addition to inflation, significant fluctuations in fuel prices can adversely affect our operating results and profitability. We
have attempted to limit the effects of increases in fuel prices through certain cost control efforts and our fuel surcharge
program. We impose fuel surcharges on substantially all accounts. Although we historically have been able to pass through
most long-term increases in fuel prices and operating taxes to customers in the form of surcharges and higher rates, these
arrangements generally do not fully protect us from short-term fuel price increases or continued rising price environments like
we experienced throughout 2021 and 2022. These arrangements also may prevent us from receiving the full benefit of any fuel
price decreases. Additionally, we are not able to recover fuel surcharge on empty miles, out of route miles, or fuel used in
idling. Empty miles, out of route miles and idling were all elevated in 2023 as a result of lower freight demand throughout the
year.
Liquidity and Capital Resources
The growth of our business requires significant investments in new revenue equipment. Historically, except for acquisitions, we
have been debt-free, funding revenue equipment purchases with our primary sources of liquidity, cash flow provided by
operating activities and proceeds from sales of used equipment. In conjunction with the acquisition of CFI on August 31, 2022,
(the “CFI Closing Date”), Heartland entered into a $550.0 million unsecured credit facility which included a $100.0 million
revolving line of credit (“Revolving Facility”) and $450.0 million in term loans (“Term Facility” and, together with the
Revolving Facility, the “Credit Facilities”). The Credit Facilities includes a consortium of lenders, including joint bookrunners
JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association (“Wells Fargo”).
The Credit Facilities replaced the previous credit arrangements in place for the Company which consisted of a November 2013
Credit Agreement with Wells Fargo, along with an asset-based credit facility with Citizens Bank of Pennsylvania that was
assumed as part of the acquisition of Smith Transport on May 31, 2022.
The full amount of the Term Facility was made in a single draw on August 31, 2022 and amounts borrowed under the Term
Facility that are repaid or prepaid may not be reborrowed. The Term Facility amortizes in quarterly installments which began in
September 2023, at 5% per annum through June 2025 and 10% per annum from September 2025 through June 2027, with the
balance due on the date that is five years from the CFI Closing Date. Based on debt repayments made through December 31,
2023, required minimum payments have been covered through March 31, 2027.
The Revolving Facility consists of a five-year revolving credit facility with aggregate commitments in an amount equal to
$100.0 million, of which up to $50.0 million is available for the issuance of letters of credit, and including a swingline facility
in an amount equal to $20.0 million. The Revolver will mature and the commitments thereunder will terminate on the date that
is five years after the CFI Closing Date. Amounts repaid under the Revolving Facility may be reborrowed. The Credit Facilities
include an uncommitted accordion feature pursuant to which the Company may request up to $275.0 million in incremental
revolving or term loans, subject to lender approvals.
The indebtedness, obligations, and liabilities under the Credit Facilities are unconditionally guaranteed, jointly and severally, on
an unsecured basis by the Company, Borrower, and certain other subsidiaries of the Company. The Borrower may voluntarily
prepay outstanding loans under the Credit Facilities in whole or in part at any time without premium or penalty, subject to
payment of customary breakage costs in the case Secured Overnight Financing Rate (“SOFR”) rate loans.
The Credit Facilities contain usual and customary events of default and negative covenants for a facility of this nature
including, among other things, restrictions on the Company’s ability to incur certain additional indebtedness or issue
guarantees, to create liens on the Company’s assets, to make distributions on or redeem equity interests (subject to certain
exceptions, including that (a) the Company may pay regularly scheduled dividends on the Company’s common stock not to
exceed $10.0 million during any fiscal year and (b) the Company may make any other distributions so long as it maintains a net
leverage ratio not greater than 2.50 to 1.00), to make investments and to engage in mergers, consolidations, or acquisitions. The
Credit Facilities contain customary financial covenants, including (i) a maximum net leverage ratio of 2.75 to 1.00, measured
quarterly on a trailing twelve-month basis, and (ii) a minimum interest coverage ratio of 3.00 to 1.00, measured quarterly on a
trailing twelve-month basis. We were in compliance with the respective financial covenants at December 31, 2023 and have
been in compliance since the inception of the Credit Facilities.
Outstanding borrowings under the Credit Facilities will accrue interest, at the option of the Borrower, at a per annum rate of (i)
for an “ABR Loan”, the alternate base rate (defined as the interest rate per annum equal to the highest of (a) the variable rate of
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interest announced by the administrative agent as its “prime rate”, (b) 0.50% above the Federal Funds Rate, (c) the Term SOFR
for an interest period of one-month plus 1.1%, or (d) 1.00%) plus the applicable margin or (ii) for a “SOFR Loan”, the Term
SOFR Rate for an interest period of one, three or six-months as selected by Company plus the applicable margin. The
applicable margin for ABR Loans ranges from 0.250% to 0.875% and the applicable margin for SOFR Loans ranges from
1.250% to 1.875%, depending on the Company’s net leverage ratio.
We had $275.0 million outstanding on the Term Facility and no outstanding under the Revolving Facility at December 31,
2023. As of February 26, 2024 the outstanding balance on the Term Facility was $265.0 million. Outstanding letters of credit
associated with the Revolving Facility at December 31, 2023 were $12.0 million. As of December 31, 2023, the Revolving
Facility available for future borrowing was $88.0 million. As of December 31, 2023 the weighted average interest rate on
outstanding borrowings under the Credit Facilities was 7.1%.
The May 31, 2022 acquisition of Smith Transport included the assumption of $46.8 million of debt and financing lease
obligations associated with the fleet of revenue equipment of which $26.2 million was outstanding at December 31, 2023, (the
"Smith Debt"). The Smith Debt has $7.7 million of outstanding principal and is made up of installment notes with a weighted
average interest rate of 4.4% at December 31, 2023, due in monthly installments with final maturities at various dates ranging
from March 2024 to January 2029, secured by related revenue equipment. The remaining Smith Debt of $18.5 million are
finance lease obligations with a weighted average interest rate of 3.9% at December 31, 2023, due in monthly installments with
final maturities at various dates ranging from October 2024 to April 2026 with the weighted average remaining lease term of
1.7 years.
At December 31, 2023, we had $28.1 million in cash and cash equivalents, $281.5 million in outstanding debt, $18.5 million in
finance lease liabilities, $17.4 million in operating lease obligations, and $88.0 million available borrowing capacity on the
Revolving Facility.
We intend to diligently pay down the debt we incurred and assumed to complete our most recent acquisitions, while
maintaining our regular quarterly dividends and funding our ongoing capital expenditure needs. While we are paying down the
debt, we do not currently expect to declare special dividends, repurchase shares of our common stock, or make significant
acquisitions, however we will remain flexible to ensure the best deployment of our capital.
Operating cash flow for 2023 was $165.3 million compared to $194.7 million for 2022. This $29.4 million decrease was
primarily due to a $16.5 million decrease in net income net of non-working capital adjustment items, along with $12.9 million
less cash used in working capital items. Cash flow from operating activities was 13.7% of operating revenues for the year ended
December 31, 2023, compared to 20.1% for the same period of 2022.
Cash flows used in investing activities were $67.9 million during 2023, representing a decrease in cash used of $595.4 million
compared to cash flows used in investing activities of $663.3 million during 2022. The decrease in cash used in investing
activities was mainly the result of net cash of $675.9 million used in 2022 for the acquisitions of Smith Transport and CFI,
partially offset by $83.5 million more net cash used by property and equipment in 2023, compared to net proceeds for property
and equipment in 2022. The net cash provided by property and equipment in 2022 was the result of the significant proceeds
received from the sale of a terminal property. We currently anticipate less net capital expenditures for revenue equipment in
2024 compared to 2023.
Cash flows used in financing activities increased $479.9 million in 2023 compared to 2022. The $120.7 million used in
financing activities during 2023 included $114.1 million of repayments of finance leases and debt and $6.3 million used to pay
dividends to our shareholders. In 2022, $359.3 million was provided by financing activities including $447.3 million proceeds
from issuance of long-term debt for the purchase of CFI, offset by $81.5 million used for repayments of finance leases and debt
along with $6.3 million to pay dividends.
We have a stock repurchase program with 6.6 million shares remaining authorized for repurchase as of December 31, 2023 and
the program has no expiration date. There were no shares repurchased in the open market during the years ended December 31,
2023 and 2022. While we are paying down the debt, we do not currently expect to repurchase shares of our common stock,
however we will remain flexible to ensure the best deployment of our capital. Any future repurchases will depend on market
conditions, cash flow requirements, securities law limitations, and other factors. The share repurchase authorization is
discretionary and has no expiration date.
We had net payments of $30.1 million and $44.0 million for income taxes, net of refunds, in the twelve months ended
December 31, 2023 and 2022, respectively. Tax payments year over year decreased for the twelve months ended December 31,
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2023 due to a decrease in estimated tax liability primarily due to irregular tax gains realized in 2022 and the reduction in book taxable income in 2023.Management believes we have adequate liquidity to meet our current and projected needs in the foreseeable future. Management believes we will continue to have significant capital requirements over the long-term, which we expect to fund with current available cash, cash flows provided by operating activities, proceeds from the sale of used equipment and to a lesser extent, available capacity on the Credit Facilities.Contractual Obligations and Commercial CommitmentsThe Company's material cash requirements include the following contractual obligations and commercial commitments at December 31, 2023. Payments due by period (in millions)Contractual ObligationsTotalLess than 1 year1–3 years3–5 yearsMore than 5 yearsPurchase obligation (1)$ 6.9 $ 6.9 $ — $ — $ — Obligations for unrecognized tax benefits (2) 6.3 — — — 6.3 $ 13.2 $ 6.9 $ — $ — $ 6.3 (1)Relates mainly to our commitment on revenue equipment purchases, net of estimated sale values of tractor equipment where we have contracted values for used equipment.(2)Obligations for unrecognized tax benefits represent potential liabilities and includes interest and penalties. We are unable to reasonably determine when these amounts will be settled. See below for a detailed discussion of our unrecognized tax benefits.At December 31, 2023, we had a total of $5.5 million in gross unrecognized tax benefits included in long-term income taxes payable in the consolidated balance sheets. Of this amount, $4.4 million represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate as of December 31, 2023. The total net amount of accrued interest and penalties for such unrecognized tax benefits was $0.7 million at December 31, 2023, and is included in long-term income taxes payable within the consolidated balance sheet. Income tax expense is increased each period for the accrual of interest on outstanding positions and penalties when the uncertain tax position is initially recorded. Income tax expense is reduced in periods by the amount of accrued interest and penalties associated with reversed uncertain tax positions due to lapse of applicable statute of limitations, when applicable, or when a position is settled. These unrecognized tax benefits relate to risks associated with state income tax filing positions for our corporate subsidiaries.A reconciliation of the obligations for unrecognized tax benefits is as follows:December 31, 2023(in thousands)Gross unrecognized tax benefits $ 5,522 Accrued penalties and interest associated with the unrecognized tax benefits (net of benefit of interest deduction) 748 Obligations for unrecognized tax benefits$ 6,270 A number of years may elapse before an uncertain tax position is audited and ultimately settled. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. These changes could result from the expiration of the statute of limitations, examinations or other unforeseen circumstances. We do not have any outstanding litigation related to income tax matters. At this time, management’s best estimate of the reasonably possible change in the amount of gross unrecognized tax benefits is approximately no change to an increase of $1.0 million during the next twelve months, due to the net combination of estimated additions and expiration of certain statute of limitations. The federal statute of limitations remains open for the years 2020 and forward. Tax years 2013 and forward are subject to audit by state tax authorities depending on the tax code and administrative practice of each state.45 Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting periods. Management routinely
makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and
assumptions affecting the probable future resolution of the uncertainties increase, these judgments become even more
subjective and complex. We have identified certain accounting policies and estimates, described below, that are the most
important to the portrayal of our current financial condition and results of operations.
The most significant accounting policies and estimates that affect the financial statements include the following:
Revenue equipment estimated useful lives and salvage values
Over 95% of our total miles comes from company drivers operating the Company's revenue equipment. Management estimates
the useful lives of revenue equipment based on estimated period of use for the asset. It has been our historical practice to buy
new tractor and trailer equipment directly from manufacturers. Tractors and trailers are depreciated using the 125% declining
balance method for new tractors (excludes assets acquired in an acquisition) and straight-line method, respectively, over the
estimated useful life down to an estimated salvage value. Management believes this is the best matching of depreciation
expense with the decline in estimated tractor and trailer values based on the use of the tractor and trailers. Revenue equipment
acquired through acquisitions is generally revalued to current market values as of the acquisition date. Assets obtained more
than a year prior to the acquisition by the acquired company are depreciated on a straight-line basis aligned with the remaining
period of expected use, whereas those obtained less than a year prior are depreciated consistent with newly purchased assets. As
acquired equipment is replaced, our fleet returns to our base methods of declining balance depreciation for tractors and straight-
line depreciation for trailers. Depreciable lives of tractors and trailers are 5 and 7 years, respectively, when purchased new.
Management estimates the useful lives on tractors based on average miles per truck per year as well as manufacturer warranty
periods. We have not historically run tractors outside of manufacturer warranty periods. Management estimates the useful lives
of trailers based on manufacturer warranty periods as well as our internal maintenance programs. Estimates of salvage value are
based upon the expected market values of equipment at the end of the expected useful life. A key component to expected
market values of equipment is our historical maintenance programs which in management's opinion are critical to the resale
value of equipment. Management selects depreciation methods that it believes most accurately reflects the timing of benefit
received from the applicable assets. It is reasonably likely that changing revenue equipment markets could result in a change in
depreciable life or salvage value estimate. Management believes that a change in estimate will not significantly affect the long-
term financial condition of the Company or its ability to fund its continuing operations. A change in estimate would impact
depreciation and amortization in the consolidated statements of comprehensive income and revenue equipment in the
consolidated balance sheets. We have not had any material changes to our estimate methodology in the past three years.
Auto Liability and Workers’ Compensation Claims Reserve
The Company is self-insured for a portion of the risk related to auto liability and workers' compensation. Management estimates
accruals for the self-insured portion of pending accident liability and workers’ compensation claims by evaluating the nature
and severity of individual claims and by estimating future claims development based upon historical development trends,
utilizing the facts and circumstances known on the applicable balance sheet date. The accruals are made up of individual case
estimates, including reserve development, and estimates of incurred-but-not-reported losses based upon past experience. Auto
liability and workers' compensation unpaid liabilities are determined by projecting the estimated ultimate loss related to a claim,
less actual costs paid to date. Industry development as well as our historical case results are used to determine development of
individual case claims. The estimates rely on the assumption that historical claim patterns are an accurate representation for
future claims that have been incurred but not completely paid. The ultimate resolution of these claims may be for an amount
significantly different than the amount estimated by management and case reserves are continually adjusted as new or revised
information becomes available on the status of each claim. There is a high level of estimation uncertainty related to determining
the severity of these types of claims, as well as the inherent subjectivity in estimating the total costs to settle or for defense
against these claims. These liabilities are undiscounted and represent management's best estimate of our ultimate obligations.
The actual cost to settle self-insured claims liabilities may differ from the Company's reserve estimates due to legal costs,
claims and information on known claims that have been incurred but not reported as well as various other uncertainties. It is
reasonably likely that the ultimate outcome of settling all outstanding claims will be more or less than the estimated claims
liability at December 31, 2023. Management believes that the ultimate resolution of these claims will not significantly affect the
long-term financial condition of the Company or its ability to fund its continuing operations. A change in estimate could impact
salaries, wages and benefits (workers compensation) or insurance and claims (auto liability) in the consolidated statements of
46
comprehensive income and insurance accruals in the consolidated balance sheets. We have not had any material changes to our
estimate methodology in the past three years.
Business Combination Estimates
The purchase price of an acquired businesses is allocated to the estimated fair values of the assets acquired and liabilities
assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired,
including intangible assets, revenue equipment and properties can be complex and require significant judgment. For the
valuation of long-lived assets we weigh many factors when completing these estimates. We may also engage independent
valuation specialists to assist in the fair value calculations. During 2022 we engaged valuation specialists to assist us in
determining the fair value of intangible assets, revenue equipment and properties acquired through our acquisitions of Smith
Transport and CFI. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis and its valuation
is directly impacted by the valuation estimates of the other acquired long-lived assets. We are also required to determine if an
intangible asset has a finite or indefinite life. For intangible assets determined to have a finite life, we estimate the useful lives
of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in
future periods. While we use our best estimates and assumptions, our fair value estimates are inherently uncertain. During the
measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired
and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the one year measurement
period would be recorded in the consolidated statements of income. The judgments required in determining the estimated fair
values and expected useful lives assigned to each class of assets can significantly affect net income.
Income taxes
Significant management judgment is required to determine the provision for income taxes and to determine whether deferred
income taxes will be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which the temporary differences are expected to be recovered or settled. A valuation allowance is
required to be established for the amount of deferred income tax assets that are determined not to be realizable. We have not
recorded a valuation allowance against deferred tax assets as it is management's opinion that it is more likely than not we will
be able to utilize the remaining deferred tax assets based on our history of profitability and taxable income.
Management judgment is required in the accounting for uncertainty in income taxes recognized in the financial statements
based on recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. The unrecognized tax benefits relate to risks associated with state income
filing positions and not federal income tax filing positions. Measurement of uncertain income tax positions is based on statutes
of limitations, penalty rates, and interest rates on a state by state and year by year basis.
New Accounting Pronouncements
See Note 1 of the consolidated financial statements for a full description of recent accounting pronouncements and the
respective dates of adoption and effects on results of operations and financial position.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
General
We are exposed to market risk changes in interest rates during periods when we have outstanding borrowings and from changes
in commodity prices, primarily fuel and rubber. We do not currently use derivative financial instruments for risk management
purposes, although we have used instruments in the past for fuel price risk management, and do not use them for either
speculation or trading. Because substantially all of our operations are confined to the U.S., we are not directly subject to a
material foreign currency risk.
Interest Rate Risk
We had $281.5 million debt outstanding and $18.5 million in finance lease liabilities at December 31, 2023. Of the total
$300.0 million of debt and finance lease liabilities outstanding, $275.0 million is subject to variable interest rates and the
remainder is at fixed annual interest rates. Interest rates associated with borrowings under the Credit Facilities are based on the
SOFR plus a spread based on the Company’s net leverage ratio. Increases in interest rates would currently impact our interest
expense given we have outstanding borrowings subject to variable interest rates. An increase of 1.0% in the SOFR rate would
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drive an increase of $2.8 million in interest expense annually based on our current amount of debt outstanding that is subject to
variable interest rates.
Commodity Price Risk
We are subject to commodity price risk primarily with respect to purchases of fuel and rubber. We have fuel surcharge
agreements with most customers that enable us to pass through most long-term price increases therefore limiting our exposure
to commodity price risk. Fuel surcharges that can be collected do not always fully offset an increase in the cost of fuel as we are
not able to pass through fuel costs associated with out-of-route miles, empty miles, and tractor idle time. Based on our actual
fuel purchases for 2023, assuming miles driven, fuel surcharges as a percentage of revenue, percentage of unproductive miles,
and miles per gallon remained consistent with 2023 amounts, a $1.00 increase in the average price of fuel per gallon, year over
year, would decrease our income before income taxes by approximately $12.3 million. We use a significant amount of tires to
maintain our revenue equipment. We are not able to pass through 100% of price increases from tire suppliers due to the severity
and timing of increases and current rate environment. Historically, we have sought to minimize tire price increases through bulk
tire purchases from our suppliers. Based on our tire purchases for 2023, a 10% increase in the price of tires would increase our
tire purchase expense by $2.2 million, resulting in a corresponding decrease in income before income taxes.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The reports of Grant Thornton, LLP, our independent registered public accounting firm, our consolidated financial statements,
and the notes thereto, and the financial statement schedule are included beginning on page 51.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures – We have established disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to us, including our
consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior
management and the Board of Directors.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation
of our management, including the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal
Accounting and Financial Officer), of the effectiveness of the design and operations of our disclosure controls and procedures.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of December 31, 2023.
Management’s Annual Report on Internal Control Over Financial Reporting – Management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act). Management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of
our internal control over financial reporting as of December 31, 2023. In making this assessment, our management used the
criteria for effective internal control over financial reporting described in “Internal Control-Integrated Framework (2013),”
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, we
have concluded that our internal control over financial reporting was effective as of December 31, 2023.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Accordingly, even effective internal control over financial reporting can only provide reasonable assurance of achieving its
control objectives.
48
The Company’s internal control over financial reporting as of December 31, 2023 has been audited by Grant Thornton LLP, an independent registered public accounting firm as stated in its report which is included herein.Changes in Internal Control Over Financial Reporting – Except for the design, implementation, and testing of Smith Transport and CFI internal controls, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that occurred during the twelve months ended December 31, 2023 that have materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.Corporate Governance We have adopted a Governance Structure and Polices document which communicates our corporate governance strategy. We make these charters and policies available on our website at www.heartlandexpress.com (and in print to any shareholder who requests them, free of charge). Information on our website is not incorporated by reference into this Annual Report.Code of EthicsWe have adopted a code of ethics known as the “Code of Business Conduct and Ethics” that applies to our employees including the principal executive officer, principal financial officer, controller, and persons performing similar functions. In addition, we have adopted a code of ethics known as “Code of Ethics for Senior Financial Officers” that applies to our senior financial officers, including our chief executive officer, chief financial officer, treasurer, controller, and other senior financial officers performing similar functions who have been identified by the chief executive officer. We make these codes available on our website at www.heartlandexpress.com (and in print to any shareholder who requests them, free of charge). Information on our website is not incorporated by reference into this Annual Report.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERSIn July 2011, a Special Meeting of Stockholders of Heartland Express, Inc. was held, at which meeting the approval of the Heartland Express, Inc. 2011 Restricted Stock Award Plan (the “2011 Plan”) was ratified. The 2011 Plan authorized the issuance of up to 0.9 million shares and is administered by the Compensation Committee of our Board of Directors (the “Committee”). In accordance with and subject to the provisions of the 2011 Plan, the Committee has the authority to determine all provisions of awards of restricted stock, including, without limitation, the employees who will receive awards, the number of shares awarded to individual employees, the time or times when awards will be granted, restrictions and other conditions (including, for example, the lapse of time) to which the vesting of awards may be subject, and other terms and conditions and form of agreement to be entered into by us and employees subject to awards of restricted stock. Per the terms of the awards, employees receiving awards will have all of the rights of a stockholder with respect to the unvested restricted shares including, but not limited to, the right to receive such cash dividends, if any, as may be declared on such shares from time to time and the right to vote such shares at any meeting of our stockholders. The following table summarizes, as of December 31, 2023, information about the 2011 Plan:Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and RightsWeighted Average Stock Price of Outstanding Options, Warrants and RightsNumber of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(a)(b)(c)Equity compensation plan approved by stockholders 14,000 — — Total 14,000 — — Column (a) represents unvested restricted stock awards outstanding under the 2011 Plan as of December 31, 2023. The weighted average stock price on the date of grant for outstanding restricted stock awards was $15.95, which is not reflected in column (b), because restricted stock awards do not have an exercise price. Column (c) represents the maximum aggregate number of shares of restricted stock that can be issued under the 2011 Plan as of December 31, 2023.49 In May 2021, at the 2021 Annual Meeting of Stockholders, the approval of the Heartland Express, Inc. 2021 Restricted Stock Plan (the "2021 Plan") was ratified. The 2021 Plan made available up to 0.6 million shares for the purpose of making restricted stock grants to our eligible employees, directors and consultants.The following table summarizes, as of December 31, 2023, information about the 2021 Plan:Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and RightsWeighted Average Stock Price of Outstanding Options, Warrants and RightsNumber of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(a)(b)(c)Equity compensation plan approved by stockholders 71,768 — 460,992 Total 71,768 — 460,992 Column (a) represents unvested restricted stock awards outstanding under the 2021 Plan as of December 31, 2023. The weighted average stock price on the date of grant for outstanding restricted stock awards was $14.63, which is not reflected in column (b), because restricted stock awards do not have an exercise price. Column (c) represents the maximum aggregate number of shares of restricted stock that can be issued under the 2021 Plan as of December 31, 2023. We do not have any equity compensation plans that were not approved by stockholders.50 INSERT - FINANCIAL STATEMENT OPINION REPORT OF INDEPENDENT REGISTERED PUBLIC
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GT.COM Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership. Board of Directors and Stockholders Heartland Express, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Heartland Express, Inc. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule II (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 28, 2024 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM GRANT THORNTON LLP 2431 E. 61st Street, Suite 500 Tulsa, OK 74136 D +1 918 877 0800 F +1 918 877 0805 INSERT - FINANCIAL STATEMENT OPINION REPORT OF INDEPENDENT REGISTERED PUBLIC
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Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Heartland auto liability claims accrual As described further in the notes to the consolidated financial statements, the Company is self-insured for a portion of its risk related to auto liability. Self-insurance results when the Company insures itself by maintaining funds to cover possible losses rather than by purchasing an insurance policy. The Company accrues for the cost of the self-insured portion of unpaid claims by evaluating the nature and severity of individual claims and by estimating future claims development based upon historical development trends. The actual cost to settle self-insured claim liabilities may differ from the Company’s reserve estimates due to legal costs, claims that have been incurred but not reported, and various other uncertainties, including the inherent difficulty in estimating the severity of the claims and the potential judgment or settlement amount to dispose of the claim. We identified the estimation of the Heartland auto liability claims accrual subject to self-insured retention of $2.0 million or greater as a critical audit matter. Auto liability unpaid claims liabilities are determined by projecting the estimated ultimate loss related to a claim, less actual costs paid to date. These estimates rely on the assumption that historical claim patterns are an accurate representation of future claims that have been incurred but not completely paid. The principal considerations for assessing auto liability claims as a critical audit matter are the high level of estimation uncertainty related to determining the severity of these types of claims, as well as the inherent subjectivity in management’s judgement in estimating the total costs to settle or dispose of these claims. • Our audit procedures related to the auto liability claims reserve accrual included the following, among others. • We tested the effectiveness of controls over auto liability claims, including the completeness and accuracy of claims expenses and payments. • We tested management’s process for determining the auto liability accrual, including evaluating the reasonableness of the methods and assumptions used in estimating the ultimate claim losses with the assistance of an actuarial specialist. • We tested management’s claim reserve estimates by inspecting source documents to test key attributes of the claims data. We have served as the Company’s auditor since 2018. Tulsa, Oklahoma February 28, 2024 INSERT - INTERNAL CONTROL OPINION REPORT OF INDEPENDENT REGISTERED PUBLIC
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GT.COM Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership. Board of Directors and Stockholders Heartland Express, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Heartland Express, Inc. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2023, and our report dated February 28, 2024 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM GRANT THORNTON LLP 2431 E. 61st Street, Suite 500 Tulsa, OK 74136 D +1 918 877 0800 F +1 918 877 0805 INSERT - INTERNAL CONTROL OPINION REPORT OF INDEPENDENT REGISTERED PUBLIC
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Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Tulsa, Oklahoma February 28, 2024 HEARTLAND EXPRESS, INC.AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(in thousands, except per share amounts)ASSETSDecember 31, 2023December 31, 2022CURRENT ASSETS Cash and cash equivalents$ 28,123 $ 49,462 Trade receivables, net 102,740 139,819 Prepaid tires 10,650 11,293 Other current assets 17,602 26,069 Income tax receivable 10,157 3,139 Total current assets 169,272 229,782 PROPERTY AND EQUIPMENT Land and land improvements 118,682 94,155 Buildings 149,780 143,899 Furniture and fixtures 6,835 6,946 Shop and service equipment 20,822 21,652 Revenue equipment 1,021,208 1,000,472 Construction in Progress 2,582 15,070 1,319,909 1,282,194 Less accumulated depreciation 434,558 308,936 Property and equipment, net 885,351 973,258 GOODWILL 322,597 320,675 OTHER INTANGIBLES, NET 98,537 103,701 DEFERRED INCOME TAXES, NET 1,494 1,224 OTHER ASSETS 14,953 19,894 OPERATING LEASE RIGHT OF USE ASSETS 17,442 20,954 $ 1,509,646 $ 1,669,488 LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIES Accounts payable and accrued liabilities$ 37,777 $ 62,712 Compensation and benefits 28,492 30,972 Insurance accruals 21,507 18,490 Long-term debt and finance lease liabilities - current portion 9,303 13,946 Operating lease liabilities - current portion 9,259 12,001 Other accruals 17,138 18,636 Total current liabilities 123,476 156,757 LONG-TERM LIABILITIES Income taxes payable 6,270 6,466 Long-term debt and finance lease liabilities less current portion 290,696 399,062 Operating lease liabilities less current portion 8,183 8,953 Deferred income taxes, net 189,121 207,516 Accident and work comp accruals less current portion 26,640 35,257 Total long-term liabilities 520,910 657,254 COMMITMENTS AND CONTINGENCIES (Note 13)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 2023 and 2022; outstanding 79,039 and 78,984 in 2023 and 2022, respectively 907 907 Additional paid-in capital 4,527 4,165 Retained earnings 1,060,094 1,051,641 Treasury stock, at cost; 11,650 and 11,705 shares in 2023 and 2022, respectively (200,268) (201,236) 865,260 855,477 $ 1,509,646 $ 1,669,488 The accompanying notes are an integral part of these consolidated financial statements.55 HEARTLAND EXPRESS, INC.AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(in thousands, except per share amounts)Year Ended December 31, 202320222021OPERATING REVENUE$ 1,207,458 $ 967,996 $ 607,284 OPERATING EXPENSES Salaries, wages and benefits 474,803 346,271 250,035 Rent and purchased transportation 112,749 54,288 3,810 Fuel 212,228 194,608 99,597 Operations and maintenance 63,358 39,092 21,522 Operating taxes and licenses 21,804 16,387 13,595 Insurance and claims 45,278 34,436 20,826 Communications and utilities 10,508 6,995 4,447 Depreciation and amortization 199,039 133,047 104,083 Other operating expenses 66,393 51,420 21,400 Gain on disposal of property and equipment (41,087) (96,906) (37,438) 1,165,073 779,638 501,877 Operating income 42,385 188,358 105,407 Interest income 1,655 1,288 640 Interest expense (24,187) (8,555) — Income before income taxes 19,853 181,091 106,047 Federal and state income tax expense 5,078 47,507 26,770 Net income$ 14,775 $ 133,584 $ 79,277 Other comprehensive income, net of tax — — — Comprehensive income$ 14,775 $ 133,584 $ 79,277 Net income per shareBasic$ 0.19 $ 1.69 $ 1.00 Diluted$ 0.19 $ 1.69 $ 1.00 Weighted average shares outstandingBasic 79,010 78,941 79,573 Diluted 79,079 78,974 79,612 Dividends declared per share$ 0.08 $ 0.08 $ 0.58 The accompanying notes are an integral part of these consolidated financial statements.56 HEARTLAND EXPRESS, INC.AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY(in thousands, except per share amounts) CapitalAdditional Stock,Paid-InRetainedTreasury CommonCapitalEarningsStockTotalBalance, January 1, 2021$ 907 $ 4,330 $ 890,970 $ (171,873) $ 724,334 Net income — — 79,277 — 79,277 Dividends on common stock, $0.58 per share — — (45,872) — (45,872) Repurchases of common stock — — — (31,540) (31,540) Stock-based compensation, net of tax — (189) — 1,092 903 Balance, December 31, 2021 907 4,141 924,375 (202,321) 727,102 Net income — — 133,584 — 133,584 Dividends on common stock, $0.08 per share — — (6,318) — (6,318) Stock-based compensation, net of tax — 24 — 1,085 1,109 Balance, December 31, 2022 907 4,165 1,051,641 (201,236) 855,477 Net income — — 14,775 — 14,775 Dividends on common stock, $0.08 per share — — (6,322) — (6,322) Stock-based compensation, net of tax — 362 — 968 1,330 Balance, December 31, 2023$ 907 $ 4,527 $ 1,060,094 $ (200,268) $ 865,260 The accompanying notes are an integral part of these consolidated financial statements.57 HEARTLAND EXPRESS, INC.AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)Year Ended December 31,OPERATING ACTIVITIES202320222021Net income$ 14,775 $ 133,584 $ 79,277 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 199,039 133,047 104,232 Deferred income taxes (18,081) 2,412 (5,869) Stock-based compensation expense 1,620 1,399 1,150 Debt-related amortization 1,069 360 — Gain on disposal of property and equipment (41,087) (96,906) (37,438) Changes in certain working capital items (net of acquisition):Trade receivables 37,079 20,033 2,765 Prepaid expenses and other current assets 9,065 845 3,657 Accounts payable, accrued liabilities, and accrued expenses (30,998) (1,227) (18,476) Accrued income taxes (7,214) 1,166 (5,880) Net cash provided by operating activities 165,267 194,713 123,418 INVESTING ACTIVITIES Proceeds from sale of property and equipment 137,319 172,750 130,184 Purchases of property and equipment, net of trades (208,596) (160,568) (132,640) Acquisition of business, net of cash acquired — (675,852) — Change in other assets 3,410 411 (191) Net cash used in investing activities (67,867) (663,259) (2,647) FINANCING ACTIVITIES Cash dividends paid (6,322) (6,318) (45,872) Proceeds from issuance of long-term debt — 447,343 — Shares withheld for employee taxes related to stock-based compensation (290) (290) (247) Repayments on finance leases and debt (114,078) (81,478) — Repurchases of common stock — — (32,025) Net cash provided by (used in) financing activities (120,690) 359,257 (78,144) Net increase (decrease) in cash and cash equivalents (23,290) (109,289) 42,627 CASH, CASH EQUIVALENTS AND RESTRICTED CASH Beginning of period 64,478 173,767 131,140 End of period$ 41,188 $ 64,478 $ 173,767 SUPPLEMENTAL DISCLOSURES OF CASH FLOWINFORMATION Cash paid during the period for interest expense$ 22,444 $ 6,384 $ — Cash paid during the period for income taxes, net of refunds$ 30,135 $ 44,010 $ 38,519 Noncash investing and financing activities: Fair value of revenue equipment traded$ — $ 428 $ — Purchased property and equipment in accounts payable$ 3,912 $ 11,938 $ 9,019 Sold revenue equipment and property in other current assets$ 2,516 $ 1,558 $ 1,512 Right-of-use assets obtained in exchange for operating lease liabilities$ 8,236 $ 3,345 $ — 58 Year Ended December 31,RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH202320222021Cash and cash equivalents$ 28,123 $ 49,462 $ 157,742 Restricted cash included in other current assets$ 332 $ 752 $ 928 Restricted cash included in other assets$ 12,733 $ 14,264 $ 15,097 Total cash, cash equivalents and restricted cash$ 41,188 $ 64,478 $ 173,767 The accompanying notes are an integral part of these consolidated financial statements.59 HEARTLAND EXPRESS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Significant Accounting Policies
Nature of Business
Heartland Express, Inc. is a holding company incorporated in Nevada, which directly or indirectly owns all of the stock of the
following active legal entities: Heartland Express, Inc. of Iowa, Heartland Express Services, Inc., Heartland Express
Maintenance Services, Inc. ("Heartland Express"), and Midwest Holding Group, LLC and Millis Transfer, LLC ("Millis
Transfer"), and Smith Transport, LLC and Franklin Logistics, LLC ("Smith Transport"), and CFI entities, Transportation
Resources, Inc. and Contract Freighters, Inc. (collectively with certain Mexican entities, "CFI"). Effective December 31, 2023,
Smith Trucking, Inc. was merged into Smith Transport, Inc. Further, effective December 31, 2023 Smith Transport, Inc. and
Franklin Logistics, Inc. were converted to Smith Transport, LLC and Franklin Logistics, LLC, respectively. On May 31, 2022,
Heartland Express, Inc. of Iowa acquired Smith Transport, a truckload carrier headquartered in Roaring Spring, Pennsylvania.
On August 31, 2022, Heartland Express, Inc. of Iowa acquired CFI's non-dedicated U.S. dry van and temperature-controlled
truckload business located in Joplin, Missouri, and certain Mexican entities (collectively "CFI Logistica") operations located in
Mexico. We, together with our subsidiaries, are a short, medium, and long-haul truckload carrier and transportation services
provider. We primarily provide nationwide asset-based dry van truckload service for major shippers across the United States,
along with cross-border freight and other transportation services offered through third party partnerships in Mexico.
Principles of Consolidation
The accompanying consolidated financial statements include the parent company, Heartland Express, Inc., and its subsidiaries,
all of which are wholly owned. All material intercompany items and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles
(“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates.
Segment Information
We provide truckload services across the United States (U.S.), Mexico, and parts of Canada. These truckload services are
primarily asset-based transportation services in the dry van truckload market, and we also offer truckload temperature-
controlled transportation services and Mexico logistics services, which are not significant to our operations. Our Chief
Operating Decision Maker oversees and manages all of our transportation services, on a combined basis, including previously
acquired entities. As a result of the foregoing, we have determined that we have one reportable segment, consistent with the
authoritative accounting guidance on disclosures about segments of an enterprise and related information.
Cash and Cash Equivalents
Cash equivalents are short-term, highly liquid investments with insignificant interest rate risk and original maturities of three
months or less at acquisition. The Company has deposits that potentially subject it to concentration of credit risk consisting of
cash equivalents. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to
$250,000. At December 31, 2023, the Company had $12.8 million in excess of the FDIC insured limit. At December 31, 2023
and 2022, restricted and designated cash and investments totaled $13.0 million and $15.1 million, respectively. At
December 31, 2023, $0.3 million was included in other current assets and $12.7 million was included in other non-current
assets in the consolidated balance sheets. At December 31, 2022, $0.8 million was included in other current assets and $14.3
million was included in other non-current assets in the consolidated balance sheets. The restricted and designated funds
represent deposits required by state agencies for self-insurance purposes and funds that are earmarked for a specific purpose and
not for general business use.
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Investments
Municipal bonds of $0.3 million and $0.8 million at December 31, 2023 and 2022, respectively, are stated at amortized cost, are
classified as held-to-maturity and are included in restricted cash in other assets presented as non-current. Investment income
received on held-to-maturity municipal bond investments is generally exempt from federal income taxes and is recognized as
earned.
Trade Receivables
The Company recognizes revenue over time as control of the promised services is transferred to our customers, in an amount
that reflects the consideration we expect to be entitled to in exchange for those services. The delivery of the shipment and
completion of the performance obligation allows for the collection of payment based on the credit terms for customer accounts
which are predominantly on a net 30 day basis. We use our write off history and our knowledge of uncollectible accounts in
estimating the allowance for bad debts. We review the adequacy of our allowance for credit losses on a monthly basis. We are
aggressive in our collection efforts resulting in a low number of write-offs annually. Conditions that would lead an account to
be considered uncollectible include customers filing bankruptcy and the exhaustion of all practical collection efforts. We will
use the necessary legal recourse to recover as much of the receivable as is practical under the law. Allowance for credit losses
was $2.7 million and $3.3 million at December 31, 2023 and 2022, respectively.
Prepaid Tires, Property, Equipment, and Depreciation
Property and equipment are reported at cost, net of accumulated depreciation. Maintenance and repairs are charged to
operations as incurred. Tires are capitalized separately from revenue equipment and are reported separately as “Prepaid tires” in
the consolidated balance sheets and amortized over two years. Depreciation for financial statement purposes is computed by the
straight-line method for all assets other than new tractors. We recognize depreciation expense on new tractors (excluded tractors
acquired through acquisition) at 125% declining balance method. New tractors are depreciated to salvage values of $15,000,
while new trailers are depreciated to salvage values of $4,000. Revenue equipment acquired through acquisitions is generally
revalued to current market values as of the acquisition date. Assets obtained more than a year prior to the acquisition by the
acquired company are depreciated on a straight-line basis aligned with the remaining period of expected use, whereas those
obtained less than a year prior are depreciated consistent with newly purchased assets. As acquired equipment is replaced, our
fleet returns to our base methods of declining balance depreciation for tractors and straight-line depreciation for trailers.
Lives of the assets are as follows:
Land improvements and buildings
Furniture and fixtures
Shop and service equipment
Revenue equipment
Impairment of Long-Lived Assets
Years
5-30
3-5
3-10
5-7
We periodically evaluate property and equipment and amortizable intangible assets for impairment upon the occurrence of
events or changes in circumstances that indicate the carrying amount of assets may not be recoverable. Recoverability of assets
to be held and used is evaluated by a comparison of the carrying amount of an asset group to future net undiscounted cash flows
expected to be generated by the group. If such assets are considered to be impaired, the impairment to be recognized is
measured by the amount over which the carrying amount of the assets exceeds the fair value of the assets. There were no
impairment charges recognized during the years ended December 31, 2023, 2022, and 2021.
Fair Value of Financial Instruments
The fair values of cash and cash equivalents, trade receivables, held-to-maturity investments and accounts payable, which are
recorded at cost, approximate fair value based on the short-term nature and high credit quality of these financial instruments.
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Advertising Costs
We expense all advertising costs as incurred. Advertising costs are included in other operating expenses in the consolidated
statements of comprehensive income. Advertising expense was $5.3 million, $4.8 million, and $2.2 million for the years ended
December 31, 2023, 2022, and 2021, respectively.
Goodwill
Goodwill is not subject to amortization and is tested for impairment, together with indefinite lived intangible assets, annually
and whenever events or changes in circumstances indicate that impairment may have occurred. The Company performs its
annual impairment test as of September 30. The Company first assesses qualitative factors to determine whether it is more
likely than not (that is, a likelihood of more than 50%) that the fair value of each reporting unit is less than its carrying amount,
including goodwill. If, after assessing qualitative factors, the Company determines that it is more likely than not that the fair
value of each reporting unit is less than its carrying amount, then the Company performs a full fair value assessment of
identifiable net assets to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be
recognized, if any. As of September 30, 2023, the Company’s assessment of qualitative factors informed its conclusion that a
goodwill impairment did not occur. The significant qualitative factors considered include the Company’s revenue growth,
continued earnings and strong cash flow. Our reporting units had fair value in excess of their carrying value. Management
determined that no impairment charge was required for the years ended December 31, 2023, 2022, and 2021.
Other Intangibles, Net
Other intangibles, net consists of a tradename, covenants not to compete, and customer relationships. All intangible assets
determined to have finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period
over which the asset is expected to contribute directly or indirectly to future cash flows. We periodically evaluate both finite
and indefinite lived intangible assets for impairment upon occurrence of events or changes in circumstances that indicate the
carrying amount of intangible assets may not be recoverable in addition to our annual impairment test discussed in the Goodwill
section above. Management determined that no intangible impairment charge was required for the years ended December 31,
2023, 2022, and 2021. See Note 5 for additional information regarding intangible assets.
Insurance Accruals
We are self-insured for auto liability, cargo loss and damage, bodily injury and property damage ("BI/PD"), and workers’
compensation. Insurance accruals reflect the estimated cost of claims, including estimated loss and loss adjustment expenses
incurred but not reported, and not covered by insurance. Accident and workers’ compensation accruals are based upon
individual case estimates, including reserve development, and estimates of incurred-but-not-reported losses based upon our own
historical experience and industry claim trends. Insurance accruals are not discounted. In addition to internally developed
reserves and estimates, we utilize an actuarial specialist to provide an independent annual assessment and quarterly monitoring
reports of the internally developed accident and workers' compensation accruals. The cost of cargo and BI/PD insurance and
claims are included in insurance and claims expense, while the costs of workers’ compensation insurance and claims are
included in salaries, wages, and benefits in the consolidated statements of comprehensive income. Insurance accruals are
presented as either current or non-current in the consolidated balance sheets based on our expectation of when payment will
occur.
Health insurance accruals reflect the estimated cost of health related claims, including estimated expenses incurred but not
reported. The cost of health insurance and claims are included in salaries, wages and benefits in the consolidated statements of
comprehensive income. Health insurance accruals of $9.6 million and $10.0 million are included in other accruals in the
consolidated balance sheets as of December 31, 2023 and 2022, respectively.
Revenue and Expense Recognition
The Company recognizes revenue over time as control of the promised services is transferred to our customers, in an amount
that reflects the consideration we expect to be entitled to in exchange for those services. The delivery of the shipment and
completion of the performance obligation allows for the collection of payment predominantly within 30 days after the delivery
date of the shipment for the majority of our customers.
The Company's operations are consistent with those in the trucking industry where freight is hauled twenty-four hours a day
and seven days a week, subject to hours of service rules. The Company’s average length of haul is approximately 400 miles per
trip and each individual shipment accepted by the Company is considered a separate contract with the performance obligation
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being the delivery of the freight. Our average length of haul for each load of freight generally equals less than two days of continuous transit time. The Company estimates revenue for multiple-stop loads based on miles run and estimates revenue for single stop loads based on transit time, as the customer simultaneously receives and consumes the benefit provided. The Company hauls freight and earns revenue on a consistent basis throughout the periods presented. A corresponding contract asset existed for the estimated revenue of these in-process loads for $1.9 million and $2.6 million as of December 31, 2023 and 2022, respectively. Recorded contract assets are included in the accounts receivable line item of the balance sheet. Corresponding liabilities are recorded in the accounts payable and accrued liabilities and compensation and benefits line items for the estimated expenses on these same in-process loads. The Company had no contract liabilities associated with our operations as of December 31, 2023 and 2022.Stock-Based CompensationWe have stock-based compensation plans that provide for the grants of restricted stock awards to our employees, directors and consultants. We account for restricted stock awards using the fair value method of accounting for stock-based compensation. Issuances of stock upon vesting of restricted stock are made from treasury stock. Compensation expense for restricted stock grants is recognized over the requisite service period of each award and is included in salaries, wages and benefits in the consolidated statements of comprehensive income. Total compensation of $17.5 million related to all awards granted under the 2011 and 2021 Restricted Stock Award Plans has been amortized over the requisite service period for each separate vesting period as if the award is, in substance, multiple awards between 2011 and 2026.Earnings per ShareBasic earnings per share are based upon the weighted average common shares outstanding during each year. Diluted earnings per share is based on the basic weighted earnings per share with additional weighted common shares for common stock equivalents. During the years ended December 31, 2023, 2022, and 2021, we granted restricted shares of common stock to certain employees and Directors, under the Company's restricted stock award plans. A reconciliation of the numerator (net income) and denominator (weighted average number of shares outstanding) of the basic and diluted earnings per share (“EPS”) for 2023, 2022, and 2021 is as follows (in thousands, except per share data):2023Net Income (numerator)Shares (denominator)Per Share AmountBasic EPS$ 14,775 79,010 $ 0.19 Effect of restricted stock — 69 Diluted EPS$ 14,775 79,079 $ 0.19 2022Net Income (numerator)Shares (denominator)Per Share AmountBasic EPS$ 133,584 78,941 $ 1.69 Effect of restricted stock — 33 Diluted EPS$ 133,584 78,974 $ 1.69 2021Net Income (numerator)Shares (denominator)Per Share AmountBasic EPS$ 79,277 79,573 $ 1.00 Effect of restricted stock — 39 Diluted EPS$ 79,277 79,612 $ 1.00 Income TaxesWe use the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or 63 settled. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary
differences reverse. The effect of a change in tax rates on deferred taxes is recognized in the period that the change is
enacted. We have not recorded a valuation allowance against any deferred tax assets at December 31, 2023 and 2022. In
management’s opinion, it is more likely than not that we will be able to utilize these deferred tax assets in future periods as a
result of our history of profitability, taxable income, and reversal of deferred tax liabilities.
Pursuant to the authoritative accounting guidance on income taxes, when establishing a valuation allowance, we consider future
sources of taxable income such as “future reversals of existing taxable temporary differences and carry-forwards” and “tax
planning strategies”. In the event we determine that the deferred tax assets will not be realized in the future, the valuation
adjustment to the deferred tax assets is charged to earnings or accumulated other comprehensive loss based on the nature of the
asset giving rise to the deferred tax asset and the facts and circumstances resulting in that conclusion.
We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results
reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified.
We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized
income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in
recognition or measurement are reflected in the period in which the change in judgment occurs. We record interest and penalties
related to unrecognized tax benefits in income tax expense.
New Accounting Pronouncements
In November 2023, the FASB issued Update 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures". The amendments in the update improve reportable segment disclosure requirements, primarily through enhanced
disclosures about significant segment expenses. The amendments do not change how a public entity identifies its operating
segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The
new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning
after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new
standard.
In December 2023, the FASB issued Update 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures".
The amendments in the update improve income tax disclosures primarily related to the rate reconciliation and income taxes paid
information as well as the effectiveness of certain other income tax disclosures. The new standard is effective for annual periods
beginning after December 15, 2024. The Company is currently evaluating the impact of adopting this new standard.
Note 2. Concentrations of Credit Risk and Major Customers
Our major customers represent primarily the consumer goods, appliances, food products and automotive industries. Credit is
granted to customers on an unsecured basis. Our five largest customers accounted for approximately 22%, 27%, and 36% of
operating revenues for the years ended December 31, 2023, 2022, and 2021, respectively. Our five largest customers accounted
for approximately 26% and 23% of gross accounts receivable as of December 31, 2023 and 2022, respectively.
There were no customers that exceeded 10% of operating revenues for the years ended December 31, 2023 and 2022,
respectively. During the year ended December 31, 2021 there was one single customer that accounted for 10% of operating
revenues.
Note 3. Revenue Recognition
Total revenues recorded were $1,207.5 million, $968.0 million, and $607.3 million for the twelve months ended December 31,
2023, 2022, and 2021, respectively. Fuel surcharge revenues were $173.8 million, $169.2 million, and $76.1 million for the
twelve months ended December 31, 2023, 2022, and 2021, respectively. As a result of the CFI acquisition we now outsourced
certain loads to third-party carriers in the U.S. and Mexico. As of December 31, 2023 the Company is only outsourcing certain
loads to third-party carriers in Mexico. The Company is a principal in these arrangements resulting in revenue associated with
these contracts being recorded on a gross basis. The primary responsibility to meet the customer's requirements is maintained
by the Company as the party performing billing, collection and pricing negotiations with the customer. The Company is also
responsible for selecting third-party transportation providers that satisfy our premium customer service requirements.
Accessorial, brokerage and other revenues recorded in the consolidated statements of comprehensive income collectively
represented $94.8 million, $50.7 million, and $11.4 million for the twelve months ended December 31, 2023, 2022, and 2021,
respectively.
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Note 4. AcquisitionsOn May 31, 2022, Heartland Express, Inc. of Iowa (the “Buyer”) and Heartland Express, Inc., as guarantor, entered into a Stock Purchase Agreement with Smith Transport. Smith Transport is a truckload carrier headquartered in Roaring Spring, Pennsylvania, providing asset-based dry van truckload transportation services, including local, regional, and dedicated services. Pursuant to the Smith Stock Purchase Agreement, the Buyer acquired all of Smith Transport’s outstanding equity (the “Smith Transaction”) under an Internal Revenue Code Section 338(h)(10) election. The Buyer's purchase price of $169.4 million includes total cash consideration and assumed indebtedness of Smith Transport..Gross cash paid in the Smith Transaction was $140.6 million. Net cash paid was $122.0 million after consideration of $18.6 million of Smith Transport cash on the date of acquisition. Gross cash paid was funded out of the Company’s available cash. The Smith Transaction included the assumption of $46.8 million of Smith Transport's indebtedness, including finance leases, of which $26.2 million of the debt was outstanding at December 31, 2023. The Smith Stock Purchase Agreement contains customary representations, warranties, covenants, escrow, and indemnification provisions.The results of the Smith Transport acquired business have been included in the consolidated financial statements since the date of acquisition and represented 12.3% of consolidated total assets as of December 31, 2022, and represented 13.3% of operating revenue for the twelve months ended December 31, 2022.The following unaudited pro forma consolidated results of operations for the years ended December 31, 2021 and 2022 assume that the acquisition of Smith Transport occurred as of January 1, 2021.Year endedYear endedDecember 31, 2021December 31, 2022(in thousands)Operating revenue$810,459$1,060,718Net income$96,466$140,647These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred at the beginning of the periods presented or that may be obtained in the future.The allocation of the Smith Transport purchase price is detailed in the table below. The goodwill recognized represents expected synergies from combining the operations of the Company with Smith Transport, as well as other intangible assets that did not meet the criteria for separate recognition. Goodwill and intangible assets recognized in the transaction are deductible for tax purposes.65 The assets and liabilities associated with Smith Transport were recorded at their fair values as of the acquisition date and the amounts are as follows: (in thousands)Trade and other accounts receivable $ 32,300 Other current assets 6,238 Property and equipment 68,196 Operating lease right of use assets 26,661 Other non-current assets 4,079 Intangible assets 29,902 Goodwill 40,297 Total assets 207,673 Accounts payable and accrued expenses (7,917) Insurance accruals (4,263) Long-term debt (11,424) Finance lease liabilities (35,359) Operating lease liabilities (26,661) Net cash paid$ 122,049 On August 31, 2022, Buyer and Heartland Express, Inc., as guarantor, entered into a Stock Purchase Agreement to acquire CFI, and related entities, from a subsidiary of TFI International, Inc. ("TFI"). CFI is a truckload carrier headquartered in Joplin, Missouri, providing asset-based dry van and temperature-controlled truckload transportation services, and asset-light logistics services in Mexico.Pursuant to the CFI Stock Purchase Agreement, the Buyer acquired outstanding equity of CFI and related entities (the “CFI Transaction”). The Buyer's purchase price of $560.6 million includes total cash consideration and bank financing obtained for the purchase of CFI and to facilitate negotiated terms of the CFI Stock Purchase Agreement. These terms included the funding to eliminate risk associated with pre-acquisition accident and workers compensation claims, cash on hand at closing, and net working capital, subject to purchase accounting adjustments including final valuation of intangibles. The adjusted purchase price consideration was $558.6 million as a result of net adjustments for cash on hand, net working capital and valuation of pre-acquisition accident and workers compensation claims of $2.0 million.Gross cash paid in the transaction was $560.6 million. Net cash paid was $553.8 million after consideration of $6.8 million of CFI cash on the date of acquisition. Gross cash paid was funded out of the Company’s available cash and bank financing obtained to facilitate the transaction. The CFI Stock Purchase Agreement contains customary representations, warranties, covenants, escrow, and indemnification provisions.The results of the CFI acquired business have been included in the consolidated financial statements since the date of acquisition and represented 43.0% of consolidated total assets as of December 31, 2022, and represented 21.6% of operating revenue for the twelve months ended December 31, 2022.The following unaudited pro forma consolidated results of operations for the year ended December 31, 2021 and 2022 assume that the acquisition of CFI occurred as of January 1, 2021.Year endedYear endedDecember 31, 2021December 31, 2022(in thousands)(in thousands)Operating Revenue$1,152,412$1,394,552Net Income$83,219$174,684These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred at the beginning of the periods presented or that may be obtained in the future.66 The allocation of the purchase price is detailed in the table below. The goodwill recognized represents expected synergies from combining the operations of the Company with CFI, as well as other intangible assets that did not meet the criteria for separate recognition. Goodwill and intangible assets recognized in the transaction are deductible for tax purposes. During the twelve months ended December 31, 2023, the CFI goodwill asset increased by $1.9 million as a result of further valuation analysis with the finalization of purchase accounting for the CFI acquisition. The purchase accounting adjustment is primarily associated with equipment valuation determinations made upon finalization of post acquisition equipment existence and condition analysis.The assets and liabilities associated with CFI were recorded at their fair values as of the acquisition date and the amounts are as follows: (in thousands)Trade and other accounts receivable $ 74,740 Other current assets 12,596 Property and equipment 459,099 Other non-current assets 306 Deferred income taxes 2,018 Intangible assets 55,097 Goodwill 114,005 Total assets 717,861 Accounts payable and accrued expenses (47,819) Insurance accruals (1,621) Income taxes payable (765) Deferred income taxes (115,922) Purchase consideration net of cash on hand 551,734 Purchase adjustment receivable from seller 2,069 Net cash paid$ 553,803 Acquisition related expenses of $2.3 million related to both the Smith Transport and CFI acquisitions are included in the consolidated statement of comprehensive income for the twelve months ended December 31, 2022. Note 5. Intangible Assets and GoodwillAll intangible assets determined to have finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows. The $98.5 million of other intangibles, net recorded in the consolidated balance sheet at December 31, 2023 includes $31.6 million of indefinite lived trade name intangible assets, not subject to amortization, along with $66.9 million finite lived intangible assets, net. There was no change in the gross amount of identifiable intangible assets during the twelve months ended December 31, 2023.Amortization expense of $5.2 million, $3.7 million and $2.4 million for the twelve months ended December 31, 2023, 2022 and 2021, respectively, was included in depreciation and amortization in the consolidated statements of comprehensive income. 67 Intangible assets subject to amortization consisted of the following at December 31, 2023 and 2022:2023Amortization period (years)Gross AmountAccumulated AmortizationNet finite intangible assets(in thousands)Customer relationships15-20$ 75,836 $ 12,637 $ 63,199 Tradename0.5-10 12,900 10,180 2,720 Covenants not to compete1-10 5,839 4,845 994 $ 94,575 $ 27,662 $ 66,913 2022Amortization period (years)Gross AmountAccumulated AmortizationNet finite intangible assets(in thousands)Customer relationships15-20$ 75,836 $ 8,441 $ 67,395 Tradename0.5-10 12,900 9,700 3,200 Covenants not to compete1-10 5,839 4,357 1,482 $ 94,575 $ 22,498 $ 72,077 Change in carrying amount of goodwill:Goodwill(in thousands)Balance at December 31, 2022$ 320,675 Purchase accounting 1,922 Balance at December 31, 2023$ 322,597 Future amortization expense for intangible assets is estimated at $5.0 million for 2024, $5.0 million for 2025, $5.0 million for 2026, $5.0 million for 2027, and $4.9 million for 2028.Note 6. Long-Term DebtIn conjunction with the acquisition of CFI on August 31, 2022, (the “CFI Closing Date”), Heartland entered into a $550.0 million unsecured credit facility which included a $100.0 million revolving line of credit (“Revolving Facility”) and $450.0 million in term loans (“Term Facility” and, together with the Revolving Facility, the “Credit Facilities”). The Credit Facilities includes a consortium of lenders, including joint bookrunners JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association (“Wells Fargo”). The Credit Facilities replaced the previous credit arrangements in place for the Company which consisted of a November 2013 Credit Agreement with Wells Fargo, along with an asset-based credit facility with Citizens Bank of Pennsylvania that was assumed as part of the acquisition of Smith Transport on May 31, 2022.The full amount of the Term Facility was made in a single draw on August 31, 2022 and amounts borrowed under the Term Facility that are repaid or prepaid may not be reborrowed. The Term Facility amortizes in quarterly installments which began in September 2023, at 5% per annum through June 2025 and 10% per annum from September 2025 through June 2027, with the balance due on the date that is five years from the CFI Closing Date. Based on debt repayments made through December 31, 2023, required minimum payments have been covered through March 31, 2027.The Revolving Facility consists of a five-year revolving credit facility with aggregate commitments in an amount equal to $100.0 million, of which up to $50.0 million is available for the issuance of letters of credit, and including a swingline facility 68 in an amount equal to $20.0 million. The Revolver will mature and the commitments thereunder will terminate on the date that is five years after the CFI Closing Date. Amounts repaid under the Revolving Facility may be reborrowed. The Credit Facilities include an uncommitted accordion feature pursuant to which the Company may request up to $275.0 million in incremental revolving or term loans, subject to lender approvals.The indebtedness, obligations, and liabilities under the Credit Facilities are unconditionally guaranteed, jointly and severally, on an unsecured basis by the Company, Borrower, and certain other subsidiaries of the Company. The Borrower may voluntarily prepay outstanding loans under the Credit Facilities in whole or in part at any time without premium or penalty, subject to payment of customary breakage costs in the case of SOFR rate loans.The Credit Facilities contain usual and customary events of default and negative covenants for a facility of this nature including, among other things, restrictions on the Company’s ability to incur certain additional indebtedness or issue guarantees, to create liens on the Company’s assets, to make distributions on or redeem equity interests (subject to certain exceptions, including that (a) the Company may pay regularly scheduled dividends on the Company’s common stock not to exceed $10.0 million during any fiscal year and (b) the Company may make any other distributions so long as it maintains a net leverage ratio not greater than 2.50 to 1.00), to make investments and to engage in mergers, consolidations, or acquisitions. The Credit Facilities contain customary financial covenants, including (i) a maximum net leverage ratio of 2.75 to 1.00, measured quarterly on a trailing twelve-month basis, and (ii) a minimum interest coverage ratio of 3.00 to 1.00, measured quarterly on a trailing twelve-month basis. We were in compliance with the respective financial covenants at December 31, 2023 and have been in compliance since the inception of the Credit Facilities.Outstanding borrowings under the Credit Facilities will accrue interest, at the option of the Borrower, at a per annum rate of (i) for an “ABR Loan”, the alternate base rate (defined as the interest rate per annum equal to the highest of (a) the variable rate of interest announced by the administrative agent as its “prime rate”, (b) 0.50% above the Federal Funds Rate, (c) the Term SOFR for an interest period of one-month plus 1.1%, or (d) 1.00%) plus the applicable margin or (ii) for a “SOFR Loan”, the Term SOFR Rate for an interest period of one, three or six-months as selected by Company plus the applicable margin. The applicable margin for ABR Loans ranges from 0.250% to 0.875% and the applicable margin for SOFR Loans ranges from 1.250% to 1.875%, depending on the Company’s net leverage ratio.We had $275.0 million outstanding on the Term Facility and no outstanding borrowings under the Revolving Facility at December 31, 2023. Outstanding letters of credit associated with the Revolving Facility at December 31, 2023 were $12.0 million. As of December 31, 2023, the Revolving Facility available for future borrowing was $88.0 million. As of December 31, 2023 the weighted average interest rate on outstanding borrowings under the Credit Facilities was 7.1%. The May 31, 2022 acquisition of Smith Transport included the assumption of $46.8 million of debt and financing lease obligations associated with the fleet of revenue equipment of which $26.2 million was outstanding at December 31, 2023, (the "Smith Debt"). The Smith Debt has $7.7 million of outstanding principal and is made up of installment notes with a weighted average interest rate of 4.4% at December 31, 2023, due in monthly installments with final maturities at various dates ranging from March 2024 to January 2029, secured by related revenue equipment. The remaining Smith Debt of $18.5 million are finance lease obligations with a weighted average interest rate of 3.9% at December 31, 2023, due in monthly installments with final maturities at various dates ranging from October 2024 to April 2026 with the weighted average remaining lease term of 1.7 years.The annual maturities of long term debt are as follows:(in thousands)2024$ 1,795 2025$ 1,832 2026$ 1,913 2027$ 276,589 2028$ 569 Thereafter$ 11 Total outstanding principle$ 282,709 Less: unamortized debt issuance costs$ 1,228 Less: amounts payable within one year$ 1,795 Total long-term debt$ 279,686 69 Note 7. Lease ObligationsIn May 2022, the Company completed a sale of an owned terminal property for a $73.2 million gain. In a separate transaction related to the sale, we entered into a lease agreement with a base term of two years plus a five-year renewal option with the purchaser. We have provided notice that we will not be exercising the five-year renewal option having entered into a separate lease agreement for a facility better suited to our current operations. During 2023 we sold multiple properties for a combined $25.6 million gain. In separate transactions related to the respective sales, we entered into operating lease agreements, each with a base term of two years. The right-of-use assets associated with terminal leases was $9.4 million and $3.3 million as of December 31, 2023 and 2022, respectively.Smith Transport has revenue equipment operating lease right-of-use assets from leases entered into before the May 31, 2022 acquisition. These right-of-use operating lease assets have a total balance of $8.1 million and $17.6 million as of December 31, 2023 and 2022, respectively. The equipment and property operating leases have a weighted average interest rate of 4.8% at December 31, 2023, due in monthly installments with final maturities at various dates ranging from January 2024 to April 2027 with the weighted average remaining lease term of 2.0 years. Smith Transport also has related party operating leases with the founder of Smith Transport, where Smith Transport is both a lessor and lessee of certain real estate properties. These leases represent an insignificant portion of the right-of-use lease assets discussed above. See Note 6 Long-Term Debt for additional details on the finance leases.Operating lease cost is recorded in rent and purchased transportation, finance lease interest expense is recorded in interest expense, and finance lease equipment depreciation is recorded in depreciation and amortization within the consolidated statements of comprehensive income. The components of the Company's lease cost were as follows:202320222021(in thousands)Operating lease cost$ 12,903 $ 9,718 $ — Finance lease interest expense 1,048 772 — Finance lease equipment depreciation 8,825 4,733 — Total finance lease cost$ 9,873 $ 5,505 $ — Total operating and finance lease cost$ 22,776 $ 15,223 $ — Our future minimum lease payments as of December 31, 2023, are summarized as follows by lease category:(in thousands)OperatingFinance2024 9,901 8,135 2025 6,609 7,557 2026 1,587 3,840 2027 320 — 2028 — — Thereafter — — Total minimum lease payments$ 18,417 $ 19,532 Less: future payment amount for interest 975 1,014 Present value of minimum lease payments$ 17,442 $ 18,518 Less: current portion 9,259 7,508 Lease obligations, long-term$ 8,183 $ 11,010 70 Note 8. Auto Liability and Workers’ Compensation Insurance Accruals
We act as a self-insurer for auto liability, defined as including property damage, personal injury, or cargo based on defined
insurance retention. In April 2023, we renewed our primary auto liability insurance with a three year program. Under the April
2023 renewal, our auto liability retention limit across all operating entities was increased to $3.0 million for any individual
claim based on the insured party, accident date, and circumstances of the loss event subject to a $3.5 million corridor for any
one accident or combination of accidents that exceed $3.0 million. Prior to the April 2023 renewal, Heartland Express, Millis
Transfer, and CFI had a retention limit of $2.0 million and Smith Transport had a retention limit of $0.5 million. In addition to
the $2.0 million base retention limit, Heartland Express, Millis Transfer, and CFI were subject to a $1.0 million corridor for any
one accident or combination of accidents that exceeded $2.0 million. For the April 2023 renewal, liabilities in excess of the
$3.0 million deductible and $3.5 million corridor are covered by insurance up to $80.0 million. We retain any liability in excess
of $80.0 million. Prior to the April 2023 renewal, our excess limit was $60.0 million, including retention of 50% of exposure
from $5.0 million to $10.0 million. Furthermore, under the April 2023 renewal, our premiums are subject to upward or
downward adjustments based on claims experience in the $3.0 million to $10.0 million policy during the three year program.
The elevated retention limit and the premium adjustment feature could lead to increased volatility in our insurance and claims
expense, depending on the frequency and magnitude of claims. We act as a self-insurer for property damage to our tractors and
trailers.
We act as a self-insurer for workers’ compensation based on defined insurance retention of $1.0 million under our Heartland
policy, which includes entities acquired in 2022. Liabilities in excess of insurance retention limits are covered by insurance. The
State of Iowa initially required us to deposit $0.7 million into a trust fund as part of the self-insurance program. As of
December 31, 2023 and 2022 total deposits in this account were $0.9 million and $0.8 million, respectively. This deposit is
made up of $0.3 million in municipal bonds classified as held-to-maturity and $0.6 million of other investments stated at market
value as of December 31, 2023 while the entire $0.8 million deposit was held in municipal bonds as of December 31, 2022. The
deposit is recorded in other non-current assets on the consolidated balance sheets.
In addition, we have provided insurance carriers with letters of credit totaling $13.5 million in connection with our liability and
workers’ compensation insurance arrangements and self-insurance requirements of the Federal Motor Carrier Safety
Administration. There were no outstanding balances due on any letters of credit at December 31, 2023 or 2022.
Accident and workers’ compensation accruals include the estimated settlements, settlement expenses and an estimate for claims
incurred but not yet reported for property damage, personal injury and public liability losses from vehicle accidents and cargo
losses as well as workers’ compensation claims for amounts not covered by insurance. Accident and workers’ compensation
accruals are based upon individual case estimates, including reserve development, and estimates of incurred-but-not-reported
losses based upon our own historical experience and industry claim trends. Since the reported liability is an estimate, the
ultimate liability may be more or less than reported. In addition to internally developed reserves and estimates, we utilize an
actuarial specialist to provide an independent annual assessment of the internally developed accident and workers'
compensation accruals. If adjustments to previously established accruals are required, such amounts are included in operating
expenses in the current period. These accruals are recorded on an undiscounted basis. Estimated claim payments to be made
within one year of the balance sheet date have been classified as insurance accruals within current liabilities as of December 31,
2023 and 2022.
71
Note 9. Income TaxesDeferred tax assets and liabilities as of December 31 are as follows: 20232022Deferred income tax assets:(in thousands)Allowance for credit losses$ 672 $ 772 Accrued expenses 4,964 6,383 Stock-based compensation 120 36 Insurance accruals 12,869 13,278 State net operating loss carryforward 94 — Indirect tax benefits of unrecognized tax benefits 1,160 1,206 Other 2 45 Total gross deferred tax assets 19,881 21,720 Less valuation allowance — — Net deferred tax assets 19,881 21,720 Deferred income tax liabilities: Property and equipment (167,911) (188,999) Goodwill and amortizable intangibles (36,048) (34,396) Prepaid expenses (3,549) (4,617) Total gross deferred tax liability (207,508) (228,012) Net deferred tax liabilities$ (187,627) $ (206,292) The deferred tax amounts above have been classified in the accompanying consolidated balance sheets at December 31, 2023 and 2022 as follows: 20232022 (in thousands)Noncurrent assets, net$ 1,494 $ 1,224 Long-term liabilities, net (189,121) (207,516) $ (187,627) $ (206,292) We have not recorded a valuation allowance against any deferred tax assets at December 31, 2023 and 2022. In management’s opinion, it is more likely than not that we will be able to utilize these deferred tax assets in future periods as a result of our history of profitability, taxable income, and reversal of deferred tax liabilities.Income tax expense consists of the following: 202320222021 (in thousands)Current income taxes: Federal$ 19,020 $ 31,951 $ 25,571 State 3,543 9,657 7,068 Foreign 596 195 — 23,159 41,803 32,639 Deferred income taxes: Federal (14,500) 3,717 (4,392) State (3,311) 2,005 (1,477) Foreign (270) (18) — (18,081) 5,704 (5,869) Total$ 5,078 $ 47,507 $ 26,770 72 The income tax provision differs from the amount determined by applying the U.S. federal tax rate as follows: 202320222021 (in thousands)Federal tax at statutory rate (21%)$ 4,169 $ 38,029 $ 22,270 State taxes, net of federal benefit 708 9,711 4,452 Permanent differences to return 1,740 449 (227) Return to provision adjustment (1,482) (203) 302 Uncertain income tax penalties and interest, net (152) (226) (266) Foreign Rate Differential 154 58 — Other (59) (311) 239 $ 5,078 $ 47,507 $ 26,770 At December 31, 2023 and December 31, 2022, we had a total of $5.5 million and $5.7 million in gross unrecognized tax benefits, respectively, included in long-term income taxes payable in the consolidated balance sheets. Of this amount, $4.4 million and $4.5 million represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate as of December 31, 2023 and December 31, 2022, respectively. Unrecognized tax benefits were a net decrease of $0.2 million and a net increase of $1.1 million during the years ended December 31, 2023 and 2022, respectively. The increase in 2022 is the result of non-recurring transactions occurring in 2022 that did not occur in 2023 more than offsetting the reduction to the liability due to the expiration of certain statutes of limitation and reductions to prior year tax positions, net of current year additions with respective states. This had the effect of increasing the effective rate in 2022. The total net amount of accrued interest and penalties for such unrecognized tax benefits was $0.7 million and $0.7 million at December 31, 2023 and December 31, 2022, respectively, and is included in income taxes payable in the consolidated balance sheets. Net interest and penalties included in income tax expense for the years ended December 31, 2023, 2022 and 2021 was an expense of approximately zero, $0.1 million, and approximately zero, respectively. Income tax expense is increased each period for the accrual of interest on outstanding positions and penalties when the uncertain tax position is initially recorded. Income tax expense is reduced in periods by the amount of accrued interest and penalties associated with reversed uncertain tax positions due to lapse of applicable statute of limitations, when applicable or when a position is settled. Income tax expense was reduced during the years ended December 31, 2023, 2022 and 2021 due to reversals of interest and penalties due to lapse of applicable statute of limitations and settlements, net of additions for interest and penalty accruals during the same period. These unrecognized tax benefits relate to risks associated with state income tax filing positions for our corporate subsidiaries.A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:20232022 (in thousands)Balance at January 1, $ 5,744 $ 4,671 Additions based on tax positions related to current year 345 1,921 Additions for tax positions of prior years — 131 Reductions for tax positions of prior years (176) — Reductions due to lapse of applicable statute of limitations (391) (771) Settlements — (208) Balance at December 31,$ 5,522 $ 5,744 A number of years may elapse before an uncertain tax position is audited and ultimately settled. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. These changes could result from the expiration of the statute of limitations, examinations or other unforeseen circumstances. We do not have any outstanding litigation related to tax matters. At this time, management’s best estimate of the reasonably possible change in the amount of gross unrecognized tax benefits is approximately no change to an increase of $1.0 million during the next twelve months, due to the combination of expiration of certain statute of limitations and estimated additions. The federal statute of limitations remains open for the years 2020 and forward. Tax years 2013 and forward are subject to audit by state tax authorities depending on the tax code and administrative practice of each state.73 Note 10. EquityWe have a stock repurchase program with 6.6 million shares remaining authorized for repurchase as of December 31, 2023, following the additional authorization of 3.0 million shares by our Board of Directors on August 20, 2021. There were no shares repurchased in the open market during the years ended December 31, 2023 and 2022 while 1.8 million shares were repurchased in 2021. Repurchases are expected to continue from time to time, as determined by market conditions, cash flow requirements, securities law limitations, long-term debt balances, and other factors, until the number of shares authorized have been repurchased, or until the authorization is terminated. The share repurchase authorization is discretionary and has no expiration date.During the years ended December 31, 2023, 2022 and 2021 our Board of Directors declared dividends totaling $6.3 million, $6.3 million, and $45.9 million for each year, respectively. The 2021 dividends included a $0.50 per share special dividend totaling $39.5 million and regular quarterly dividends totaling $6.4 million, while the 2023 and 2022 dividends were regular quarterly dividends. Future payment of cash dividends and the amount of such dividends will depend upon our financial conditions, our results of operations, our cash requirements, our tax treatment, and certain corporate law requirements, as well as factors deemed relevant by our Board of Directors.Note 11. Stock-Based CompensationIn July 2011, a Special Meeting of Stockholders of Heartland Express, Inc. was held, at which meeting the approval of the Heartland Express, Inc. 2011 Restricted Stock Award Plan (the “2011 Plan”) was ratified. The 2011 Plan made available up to 0.9 million shares for the purpose of making restricted stock grants to our eligible officers and employees. The 2011 Plan has no shares that remain available for the purpose of making restricted stock grants at December 31, 2023. In May 2021, at the 2021 Annual Meeting of Stockholders, the approval of the Heartland Express, Inc. 2021 Restricted Stock Award Plan (the "2021 Plan") was ratified. The 2021 Plan made available up to 0.6 million shares for the purpose of making restricted stock grants to our eligible employees, directors and consultants. The 2021 Plan has 0.5 million shares that remain available for the purpose of making restricted stock grants at December 31, 2023.There were no shares granted during the period 2011 to 2021 that remain unvested at December 31, 2023. Shares granted in 2022 through 2023 have various vesting terms that range from immediate to four years from the date of grant and have share prices ranging between $11.89 and $16.67. Compensation expense associated with these awards is based on the market value of our stock on the grant date. Compensation expense associated with restricted stock awards to employees is included in salaries, wages and benefits while awards to directors or consultants is included in other operating expenses in the consolidated statements of comprehensive income. There were no significant assumptions made in determining fair value. Compensation expense associated with restricted stock awards was $1.6 million, $1.4 million, and $1.1 million for the years ended December 31, 2023, 2022, and 2021, respectively. Unrecognized compensation expense was $0.5 million at December 31, 2023 which will be recognized over a weighted average period of 0.6 years. The following table summarizes our restricted stock award activity for the years ended December 31, 2023, 2022 and 2021. The vesting dates for the awards vested in 2023 occurred relatively evenly throughout the year ended December 31, 2023. The fair value of awards vested during 2023, 2022 and 2021 was $1.1 million, $1.2 million and $1.5 million, respectively. 2023Number of Restricted Stock Awards ( in thousands)Weighted Average Grant Date Fair ValueUnvested at January 1 40.1 $ 16.01 Granted 118.9 14.53 Vested (73.2) 14.97 Forfeited — — Outstanding (unvested) at end of year 85.8 $ 14.84 74 2022Number of Restricted Stock Awards ( in thousands)Weighted Average Grant Date Fair ValueUnvested at January 1 14.0 $ 19.70 Granted 106.0 15.19 Vested (79.9) 15.57 Forfeited — — Outstanding (unvested) at end of year 40.1 $ 16.01 2021Number of Restricted Stock Awards (in thousands)Weighted Average Grant Date Fair ValueUnvested at beginning of year 59.7 $ 20.29 Granted 32.1 17.92 Vested (77.8) 19.42 Forfeited — — Outstanding (unvested) at end of year 14.0 $ 19.70 Note 12. Profit Sharing Plan and Retirement PlanWe have retirement savings plans (the “Retirement Savings Plans”) for substantially all employees who have completed one year of service and are 19 years of age or older. Employees may make 401(k) contributions subject to Internal Revenue Code limitations. The Retirement Savings Plans provide for a discretionary profit sharing contribution to non-driver employees and a matching contribution of a discretionary percentage to driver employees ("Heartland Plan"). Acquired entities also have retirement savings plans that generally have the aforementioned characteristics of the Heartland Plan, but are for employees of the respective entities. Our contributions to the Retirement Savings Plans totaled approximately $3.1 million, $2.2 million, and $2.2 million, for the years ended December 31, 2023, 2022 and 2021, respectively. Note 13. Commitments and ContingenciesWe are a party to ordinary, routine litigation and administrative proceedings incidental to our business. In the opinion of management, our potential exposure under pending legal proceedings is adequately provided for in the accompanying consolidated financial statements. The total estimated purchase commitments for tractors (net of tractor sale commitments) and trailer equipment at December 31, 2023, was $6.9 million. 75SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS AND RESERVES(In Thousands, Except Per Share Data)Column CColumn AColumn BCharges ToColumn DColumn E Balance AtCost Balance BeginningAndOther At EndDescriptionof PeriodExpenseAccountsDeductionsof PeriodAllowance for credit losses: Year ended December 31, 2023$ 3,300 $ — $ — $ 600 $ 2,700 Year ended December 31, 2022 1,100 — 2,200 — 3,300 Year ended December 31, 2021 1,100 — — — 1,100 See accompanying Report of Independent Registered Public Accounting Firm. 76 SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS AND RESERVES(In Thousands, Except Per Share Data)Column CColumn AColumn BCharges ToColumn DColumn E Balance AtCost Balance BeginningAndOther At EndDescriptionof PeriodExpenseAccountsDeductionsof PeriodAllowance for credit losses: Year ended December 31, 2023$ 3,300 $ — $ — $ 600 $ 2,700 Year ended December 31, 2022 1,100 — 2,200 — 3,300 Year ended December 31, 2021 1,100 — — — 1,100 See accompanying Report of Independent Registered Public Accounting Firm. 76HEARTLAND EXPRESS, INC.AND SUBSIDIARIESCORPORATE INFORMATIONDIRECTORSMichael J. Gerdin - Chairman of the Board, Chief Executive Officer and President, Heartland Express, Inc.Dr. Benjamin J. Allen - Retired President, University of Northern Iowa and Interim President of Iowa State University (May 2017 - November 2017)Dr. Brenda M. Lantz - Associate Director of North Dakota State University's Upper Great Plains Transportation Institute and Program Director of the Commercial Vehicle Safety CenterDavid P. Millis - President, Millis Transfer, LLCBrenda S. Neville - Chief Executive Officer and President, Iowa Motor Truck AssociationJames G. Pratt - Retired Secretary and Treasurer, Hills BancorporationMichael J. Sullivan - Practicing CPA, Michael J. Sullivan CPAKEY EMPLOYEESMichael J. Gerdin - Chairman of the Board, Chief Executive Officer and President, Heartland Express, Inc.Siefke J. "JR" Bergman - Vice President, Maintenance, Heartland Express, Inc.Mark E. Crouse - Vice President, Western Operations, Heartland Express, Inc.Michael P. Donovan - Chief Operating Officer, Smith Transport, LLCK. Eric Eickman - Vice President, Information Technology, Heartland Express, Inc.Brent R. Helle - Senior Vice President, Operations, Contract Freighters, Inc.Joshua S. Helmich - Senior Vice President, Chief Financial Officer, Contract Freighters, Inc. and Secretary, Heartland Express, Inc.Brian J. Janssen - Vice President, Sales, Heartland Express, Inc.Thomas J. Kasenberg - Vice President, Eastern Operations, Heartland Express, Inc.Donald J. McGlaughlin - Vice President, Risk Management, Heartland Express, Inc.David P. Millis - President, Millis Transfer, LLCRobert D. Peterson - Vice President, Northwest Operations, Heartland Express, Inc.Kent D. Rigdon - Chief Operating Officer, Heartland Express, Inc.Christopher A. Strain - Vice President of Finance, Treasurer, and Chief Financial Officer, Heartland Express, Inc.Todd A. Trimble - Vice President, Safety and Security, Heartland Express, Inc.CORPORATE HEADQUARTERSINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMHeartland Express, Inc.901 Heartland WayNorth Liberty, IA 52317Grant Thornton, LLP 2431 E. 61st Street, Suite 500Tulsa, OK 74136ANNUAL MEETINGCORPORATE COUNSELHeartland's Annual Meeting will be held at 8:00 a.m. local time on May 9, 2024. The Annual Meeting will be held in-person at our headquarters located at:901 Heartland Way, North Liberty, IA 52317Scudder Law Firm, P.C., L.L.O411 South 13th Street, Second FloorLincoln, NE 68508COMMON STOCKTRANSFER AGENT AND REGISTRARNASDAQ Global Select Market - HTLDEQ by Equinity 1110 Centre Point Curve #101Mendota Heights, MN 55120A copy of our Annual Report on Form 10-K, including exhibits thereto, for the year ended December 31, 2023, as filed with the Securities and Exchange Commission, may be obtained by stockholders of record without charge upon written request to Joshua S. Helmich, at the Corporate Headquarters.77 STOCK PERFORMANCE GRAPH
The following graph compares Heartland Express, Inc.’s annual percentage change in cumulative total return on common
shares over the past five years with the cumulative total return of companies comprising the NASDAQ US Benchmark TR
index and the SIC Code: 4213 index. This presentation assumes that $100 was invested in shares of the relevant issuers on
December 31, 2018, and that dividends received were immediately invested in additional shares. The graph plots the value
of the initial $100 investment at one-year intervals for the fiscal years shown.
$350.00
$300.00
$250.00
$200.00
$150.00
$100.00
$50.00
$0.00
307.24
203.23
82.11
12/31/2018
12/31/2019
12/31/2020
12/31/2021
12/31/2022
12/31/2023
Legend
Symbol
Total Returns Index For:
Dec-18
Dec-19
Dec-20
Dec-21
Dec-22
Dec-23
─────────
Heartland Express, Inc.
100.00
115.48
99.70
95.83
87.87
82.11
── ── ── ──
NASDAQ US Benchmark TR
100.00
131.17
159.07
200.26
160.75
203.23
-------------------
SIC Code: 4213
100.00
134.33
175.59
284.00
232.35
307.24
Notes:
A. The lines represent monthly index levels derived from compounded daily returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the previous trading day.
C.
D. The index level for all series was set to $100.00 on 12/31/2018.
If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.
Peer group indices use beginning of period market capitalization weighting.
Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2024.
Index Data: Copyright NASDAQ OMX, Inc. Used with permission. All rights reserved.
901 Heartland Way | North Liberty, Iowa 52317
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Annual
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Report
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2 0 2 3
2023
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901 NORTH KANSAS AVENUE | NORTH LIBERTY, IOWA 52317
901 Heartland Way | North Liberty, Iowa 52317