SEC Comment Letter for HEARTLAND EXPRESS INC (HTLD) (CIK 0000799233) (HTLD) — Dec 10, 2013
HEARTLAND EXPRESS INC (HTLD) (CIK 0000799233)
Date: Dec. 10, 2013 · CIK: 0000799233 · Accession: 0000000000-13-067037
AI Filing Summary & Sentiment
File numbers found in text: 000-15087
Letter
December 10 , 2013 Via E-Mail Mr. John Cosaert Chief Financial Officer Heartland Express 901 North Kansas Avenue North Liberty, IA 52317
Re: Heartland Express Form 10-K for Fiscal Year E nded December 31, 2012 Filed March 1 , 2013 File No. 000-15087
Dear Mr. Cosaert :
We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us w hen you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in res ponse to these comments, we may have additional comments.
Annual Report on Form 10 -K for the year ended December 31, 2012 Contractual Obligations and Commercial Commitments, page 25
1. We note that the amount of your obligations for unrecognized tax benefits as of December 31, 2012 as disclosed in the table on page 25 or $23.1 million does not agree to the amount reflected in the table in Note 4 on page F -15 of $15.7 million. Please reconcile and revise these disclosures.
Quarterly Report on Form 10 -Q for the Quarter ended September 30, 2013 Note 6. Property, Equipment and Depreciation, page 9
2. We note the disclosure in Note 6 which indicates that effective July 1, 2013, the Company adjusted its depreciation estimate for tractors to the 125% declining balance method from the 150% declining balance method to better reflect the estimated trade
Mr. John Cosaert Heartland Express December 10 , 2013 Page 2
value of the tractors at the estimated trade date as well as better match the expense of tractor ownership with a tractors declining value over the estimated usefu l life of the asset. We also note that as a result of this change, operating income increased and depreciation expense increased by approximately $2.1 million during the three and nine months ended September 30, 2013. Please revise to also disclose the ef fect of this change in estimate on your earnings per share. Refer to the disclosure requirements outlined in ASC 250 -10-4.
Report on Form 8 -K dated November 11, 2013
3. We note from the disclosure in your report on Form 8 -K dated November 11, 2013 that the Company entered into a stock purchase agreement on November 11, 2013 to acquire all of Gordon Trucking Inc.’s outstanding common stock for total consideration in the amount of $285 million. As the purchase price for this acquisition transaction represents approximately 60% of your total assets as of the end of your most recently completed year, it appears that audited financial statements and pro forma financial information are required to be provided for this entity pursuant to Rules 3 -05 and 11 -01 of Regu lation S - X. Please confirm that you plan to provide the required financial statements and pro forma financial information in an amendment to your report on Form 8 -K as required by Rule 3 -05 are 11 -01 of Regulation S -X.
We urge all persons who are responsi ble for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require . Since the company and its management are in possess ion of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please p rovide, in writing, a statement from the company acknowledg ing 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; a nd
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Mr. John Cosaert Heartland Express December 10 , 2013 Page 3
You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned at (202) 551 -3750 if you have questions regarding comments on the financial statements and related matters. Please contact the undersigned with any other questions.
Sincerely,
/s/ Linda Cvrkel
Show Raw Text
December 10 , 2013
Via E-Mail
Mr. John Cosaert
Chief Financial Officer
Heartland Express
901 North Kansas Avenue
North Liberty, IA 52317
Re: Heartland Express
Form 10-K for Fiscal Year E nded December 31, 2012
Filed March 1 , 2013
File No. 000-15087
Dear Mr. Cosaert :
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us w hen you will provide the requested
response. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in res ponse to these comments, we may
have additional comments.
Annual Report on Form 10 -K for the year ended December 31, 2012
Contractual Obligations and Commercial Commitments, page 25
1. We note that the amount of your obligations for unrecognized tax benefits as of
December 31, 2012 as disclosed in the table on page 25 or $23.1 million does not agree
to the amount reflected in the table in Note 4 on page F -15 of $15.7 million. Please
reconcile and revise these disclosures.
Quarterly Report on Form 10 -Q for the Quarter ended September 30, 2013
Note 6. Property, Equipment and Depreciation, page 9
2. We note the disclosure in Note 6 which indicates that effective July 1, 2013, the
Company adjusted its depreciation estimate for tractors to the 125% declining balance
method from the 150% declining balance method to better reflect the estimated trade
Mr. John Cosaert
Heartland Express
December 10 , 2013
Page 2
value of the tractors at the estimated trade date as well as better match the expense of
tractor ownership with a tractors declining value over the estimated usefu l life of the
asset. We also note that as a result of this change, operating income increased and
depreciation expense increased by approximately $2.1 million during the three and nine
months ended September 30, 2013. Please revise to also disclose the ef fect of this
change in estimate on your earnings per share. Refer to the disclosure requirements
outlined in ASC 250 -10-4.
Report on Form 8 -K dated November 11, 2013
3. We note from the disclosure in your report on Form 8 -K dated November 11, 2013 that
the Company entered into a stock purchase agreement on November 11, 2013 to acquire
all of Gordon Trucking Inc.’s outstanding common stock for total consideration in the
amount of $285 million. As the purchase price for this acquisition transaction represents
approximately 60% of your total assets as of the end of your most recently completed
year, it appears that audited financial statements and pro forma financial information are
required to be provided for this entity pursuant to Rules 3 -05 and 11 -01 of Regu lation S -
X. Please confirm that you plan to provide the required financial statements and pro
forma financial information in an amendment to your report on Form 8 -K as required by
Rule 3 -05 are 11 -01 of Regulation S -X.
We urge all persons who are responsi ble for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require . Since the company and its management are
in possess ion of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In connection with responding to our comments, please p rovide, in writing, a statement
from the company acknowledg ing 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; a nd
the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
Mr. John Cosaert
Heartland Express
December 10 , 2013
Page 3
You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned at
(202) 551 -3750 if you have questions regarding comments on the financial statements and
related matters. Please contact the undersigned with any other questions.
Sincerely,
/s/ Linda Cvrkel
Linda Cvrkel
Branch Chief