Heartland Express Inc 10-K/A, filed Dec 1, 2021
Heartland Express Inc (HTLD)
10-K/A
2021-12-01
For: 2020-12-31
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Added on
April 07, 2026
About this 10-K/A
Heartland Express Inc filed this 10-K/A on December 1, 2021, covering the fiscal year ended December 31, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2020
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-15087
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction | (I.R.S. Employer | |||||||
| of Incorporation or organization) | Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Securities Registered Pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Yes [X] | No [ ] | ||||
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.
| Yes [ ] | No [X] | ||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes [X] | No [ ] | ||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Yes [X] | No [ ] | ||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller reporting company [ ] | |||||||||
| 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. [ ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes [ ] | No [X] | ||||
The aggregate market value of voting common stock held by non-affiliates of the registrant as of June 30, 2020 was $0.9 billion. In making this calculation the registrant has assumed, without admitting for any purpose, that the Gerdin family, our directors, and our executive officers, as a group, and no other persons, are affiliates. As of February 15, 2021 there were 79,977,102 shares of the Company’s common stock ($0.01 par value) outstanding, excluding 53,700 shares of unvested restricted stock.
Portions of the Proxy Statement for the annual shareholders’ meeting held on May 13, 2021 are incorporated by reference in Part III of this report.
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Heartland Express, Inc. for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on February 22, 2021 (the “Form 10-K”), solely to file the Consent of Grant Thornton LLP as Exhibit 23.1.
Except as otherwise expressly noted herein, this Amendment does not modify or update in any way the financial position, results of operations, cash flows, or other information contained or incorporated in, including the exhibits thereto, the Form 10-K, nor does it reflect events occurring after the filing of the Form 10-K. Accordingly, this Amendment should be read in conjunction with the Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment also contains new certifications pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(b) Exhibits. The following exhibits are filed with this Form 10-K:
| Consent of Grant Thornton LLP | ||||||||||||||
31.1* | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | |||||||||||||
31.2* | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | |||||||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |||||||||||||
* Filed herewith.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned thereunto duly authorized.
| HEARTLAND EXPRESS, INC. | ||||||||
| Date: | November 30, 2021 | By: /s/ Christopher A. Strain | ||||||
| Christopher A. Strain | ||||||||
| Vice President of Finance, Treasurer, and Chief Financial Officer | ||||||||
| (Principal Accounting and Financial Officer) | ||||||||
Exhibit No. 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated February 19, 2021, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of Heartland Express, Inc. on Form 10-K for the year ended December 31, 2020. We consent to the incorporation by reference of said reports in the Registration Statements of Heartland Express, Inc. on Form S-3 (File No. 333-239983).
Tulsa, Oklahoma
November 30, 2021
Exhibit No. 31.1
Certification
I, Michael J. Gerdin, certify that:
| 1 | I have reviewed this annual report on Form 10-K/A of Heartland Express Inc. (the “Registrant”); and | ||||
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. | ||||
| Date: | November 30, 2021 | By: | /s/ Michael J. Gerdin | |||||||||||
| Michael J. Gerdin | ||||||||||||||
| Chairman, President and Chief Executive Officer | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
Exhibit No. 31.2
Certification
I, Christopher A. Strain, certify that:
| 1 | I have reviewed this annual report on Form 10-K/A of Heartland Express Inc. (the “Registrant”); and | ||||
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. | ||||
| Date: | November 30, 2021 | By: | /s/ Christopher A. Strain | |||||||||||
| Christopher A. Strain | ||||||||||||||
| Vice President-Finance, Treasurer, and Chief Financial Officer | ||||||||||||||
| (Principal Accounting and Financial Officer) | ||||||||||||||