Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 7, 2018
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HEARTLAND EXPRESS, INC.
(Exact name of registrant as specified in its charter)
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Nevada | 000-15087 | 93-0926999 |
(State or Other Jurisdiction | (Commission | (IRS Employer |
of Incorporation) | File Number) | Identification No.) |
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901 NORTH KANSAS AVE, NORTH LIBERTY, IA | 52317 |
(Address of Principal Executive Offices) | (Zip Code) |
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(319) 626-3600 |
Registrant's Telephone Number (including area code): |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 4.01. Changes in Registrant's Certifying Accountant.
(a) Dismissal of independent registered public accounting firm
On March 7, 2018, the Audit Committee of the Board of Directors of Heartland Express, Inc. (the “Company”) approved the dismissal of KPMG LLP ("KPMG") as the Company’s independent registered public accounting firm effective immediately. KPMG was formally notified by the Company on March 8, 2018.
KPMG served as the Company’s independent registered public accounting firm since 2002.
The audit reports of KPMG on the Company's consolidated financial statements as of and for the years ended December 31, 2017 and 2016 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of KPMG on the effectiveness of internal control over financial reporting as of December 31, 2017 and 2016 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that KPMG’s report as of December 31, 2017 indicates that the Company did not maintain effective internal control over financial reporting, because of the effect of material weaknesses involving ineffective a) communication of objectives related to internal control, and b) development and documentation of internal controls impacting financial statement accounts and general controls over technology pertaining to user access and segregation of duties; and ineffective assessment of changes that impact internal control, which contributed to ineffective controls over the allocation of the purchase price for Interstate Distributor Co. to the assets acquired and liabilities assumed.
During the Company's two most recent fiscal years ended December 31, 2017 and December 31, 2016, and the interim period through March 8, 2018, there were no (1) disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the disagreements in connection with its reports; and (2) events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses as described above.
b) Appointment of new independent registered public accounting firm
On March 12, 2018, the Company engaged Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
During the fiscal years ended December 31, 2017 and 2016, and the subsequent interim period through March 12, 2018 (the date of the engagement of Grant Thornton LLP), neither the Company nor anyone acting on its behalf has consulted with Grant Thornton LLP with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Grant Thornton LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a “disagreement” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K or “reportable event” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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EXHIBIT | |
NUMBER | EXHIBIT DESCRIPTION |
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| Letter from KPMG LLP dated March 13, 2018 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.
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| | | HEARTLAND EXPRESS, INC. | |
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Date: | March 13, 2018 | | By:/s/Christopher A. Strain | |
| | | Christopher A. Strain | |
| | | Vice President of Finance, Treasurer, Secretary, | |
| | | and Chief Financial Officer | |
EXHIBIT INDEX
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EXHIBIT | |
NUMBER | EXHIBIT DESCRIPTION |
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| Letter from KPMG LLP dated March 13, 2018 |
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