SEC Comment Letter for HEARTLAND EXPRESS INC (HTLD) (CIK 0000799233) (HTLD) — May 22, 2008
HEARTLAND EXPRESS INC (HTLD) (CIK 0000799233)
Date: May 22, 2008 · CIK: 0000799233 · Accession: 0000000000-08-026128
AI Filing Summary & Sentiment
File numbers found in text: 000-15087
Letter
Re: Heartland Express, Inc. Form 10-K for the fiscal year ended December 31, 2007 Filed February 28, 2008 File No. 000-15087 Dear Mr. Cosaert:
Mail Stop 3561 May 22, 2008 UVia Fax & U.S. Mail
John P. Cosaert Chief Financial Officer Heartland Express, Inc. 901 North Kansas Avenue North Liberty, IA 52317
We have reviewed your filing and have the following comments. Unless otherwise indicated, we think you should revi se your document in future filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revi sion is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disc losure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you ma y have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappr opriate, advise the st aff of your reason. Your response should be submitted in elec tronic form, under the label “corresp” with a copy to the staff. Please res pond within ten (10) business days.
John P. Cosaert Heartland Express, Inc. May 22, 2008 Page 2
Form 10-K for the fiscal year ended December 31, 2007
Consolidated Statements of Cash Flows
1. We note from your consolidated statements of cash flows that you have presented purchases and sales of muni cipal bonds and other investments on a net basis in your consolidated statemen ts of cash flows. In future filings, please revise to present purchases sale s and maturities of investments on a gross basis in your consolidated st atement of cash flows as required by paragraph 18 of SFAS No.115. Consolidated Statements of Stockholders’ Equity
Note 2. Adopted Accounting Pronouncements Note 4. Income Taxes 2. We note from the disclosures provided in Notes 2 and 4 that the Company adopted SAB 108 by recording a $15.9 million cumulative adjustment to retained earnings during the year ended December 31, 2006 to record a previously unrecorded state income tax exposure liability of $11.8 million and a related increase in the deferre d tax liability of $4.1 million. We also note from the disclosures provided that the amount recorded pertains to potential state tax liabilities for the years 1996 through 2005 and the impact on deferred taxes for those same years. We also note from your disclosures that these errors were considered im material under the Company’s previous method of evaluating misstatements.
Please tell us and expand future filings to disclose the method previously utilized to evaluate misstatements prior to the adoption of SAB 108. Also, please provide us with an analysis indicating the dolla r amounts of the misstatements that existed with respec t to the various periods that were misstated along with managements’ materi ality analysis of the misstatements prior to the adoption of SAB 108. We may have further comment upon receipt of your response.
******** We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required
John P. Cosaert Heartland Express, Inc. May 22, 2008 Page 3
under the Securities Exchange Act of 1934 and that they have provided all information investors require for an in formed investment decision. Since the company and its management are in possessi on of all facts relating to a company’s disclosure, they are responsible for the accur acy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advi sed that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
You may contact Jean Yu at (202) 551-3305 or myself at (202) 551-3813 if you have questions regarding comments on the financial statements and related matters. Sincerely,
Linda Cvrkel Branch Chief
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Mail Stop 3561 May 22, 2008 UVia Fax & U.S. Mail John P. Cosaert Chief Financial Officer Heartland Express, Inc. 901 North Kansas Avenue North Liberty, IA 52317 Re: Heartland Express, Inc. Form 10-K for the fiscal year ended December 31, 2007 Filed February 28, 2008 File No. 000-15087 Dear Mr. Cosaert: We have reviewed your filing and have the following comments. Unless otherwise indicated, we think you should revi se your document in future filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revi sion is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disc losure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you ma y have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappr opriate, advise the st aff of your reason. Your response should be submitted in elec tronic form, under the label “corresp” with a copy to the staff. Please res pond within ten (10) business days. John P. Cosaert Heartland Express, Inc. May 22, 2008 Page 2 Form 10-K for the fiscal year ended December 31, 2007 Consolidated Statements of Cash Flows 1. We note from your consolidated statements of cash flows that you have presented purchases and sales of muni cipal bonds and other investments on a net basis in your consolidated statemen ts of cash flows. In future filings, please revise to present purchases sale s and maturities of investments on a gross basis in your consolidated st atement of cash flows as required by paragraph 18 of SFAS No.115. Consolidated Statements of Stockholders’ Equity Note 2. Adopted Accounting Pronouncements Note 4. Income Taxes 2. We note from the disclosures provided in Notes 2 and 4 that the Company adopted SAB 108 by recording a $15.9 million cumulative adjustment to retained earnings during the year ended December 31, 2006 to record a previously unrecorded state income tax exposure liability of $11.8 million and a related increase in the deferre d tax liability of $4.1 million. We also note from the disclosures provided that the amount recorded pertains to potential state tax liabilities for the years 1996 through 2005 and the impact on deferred taxes for those same years. We also note from your disclosures that these errors were considered im material under the Company’s previous method of evaluating misstatements. Please tell us and expand future filings to disclose the method previously utilized to evaluate misstatements prior to the adoption of SAB 108. Also, please provide us with an analysis indicating the dolla r amounts of the misstatements that existed with respec t to the various periods that were misstated along with managements’ materi ality analysis of the misstatements prior to the adoption of SAB 108. We may have further comment upon receipt of your response. ******** We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required John P. Cosaert Heartland Express, Inc. May 22, 2008 Page 3 under the Securities Exchange Act of 1934 and that they have provided all information investors require for an in formed investment decision. Since the company and its management are in possessi on of all facts relating to a company’s disclosure, they are responsible for the accur acy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States. In addition, please be advi sed that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing. You may contact Jean Yu at (202) 551-3305 or myself at (202) 551-3813 if you have questions regarding comments on the financial statements and related matters. Sincerely, Linda Cvrkel Branch Chief