SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended Commission file number
MayMarch 31, 19941995 0-14690
WERNER ENTERPRISES, INC.
(Exact name of registrant as specified in its charter.)
NEBRASKA 47-0648386
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
INTERSTATE 80 & HIGHWAY 50
POST OFFICE BOX 37308
OMAHA, NEBRASKA 68137 (402)895-6640
(Address of principal (Zip Code) (registrant's(Registrant's telephone number)
executive offices)
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 [ ]
As of JuneApril 30, 1994, 25,334,0161995, 25,162,616 shares of the registrant's common stock,
par value $.01 per share, were outstanding.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
The interim consolidated financial statements contained herein reflect all
adjustments which, in the opinion of management, are necessary for a fair
statement of the financial condition and results of operations for the periods
presented. They have been prepared in accordance with the instructions to
Form 10-Q and do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements.
Operating results for the three-month period ended MayMarch 31, 19941995 are not
necessarily indicative of the results that may be expected for the year ending
February 28,December 31, 1995. In the opinion of management, the information set forth in
the accompanying consolidated condensed balance sheets is fairly stated in all
material respects in relation to the consolidated balance sheets from which it
has been derived.
These interim consolidated financial statements should be read in
conjunction with the Company's latest annual report (which is incorporated by
reference in the Form 10-K for the fiscal year ended February 28,December 31, 1994).
Consolidated Statements of Income for the
Three Months Ended MayMarch 31, 1995 and 1994 and 1993 ............................................. Page 3
Consolidated Condensed Balance Sheets as of
MayMarch 31, 1995 and December 31, 1994 and February 28, 1994.......................................................... Page 4
Consolidated Statements of Cash Flows for the
Three Months Ended MayMarch 31, 1995 and 1994 and 1993.............................................. Page 5
Notes to Consolidated Financial Statements
as of MayMarch 31, 1994..............................................1995 ............................................ Page 6
2
WERNER ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended
(Amounts in thousands, except per share data) MayMarch 31
1995 1994 1993
(Unaudited)
Operating revenues $126,899 $101,228$132,434 $115,993
Operating expenses:
Salaries, wages and benefits 45,201 36,46747,361 41,394
Fuel 10,083 10,41710,841 9,577
Supplies and maintenance 10,994 9,20412,795 10,336
Taxes and licenses 11,204 9,06612,129 10,849
Insurance and claims 4,508 3,7514,493 4,300
Depreciation 12,694 10,69415,271 12,354
Rent and purchased transportation 15,434 7,86816,451 13,666
Communications and utilities 2,435 1,9402,082 2,371
Other (638) (204)(1,587) (520)
Total operating expenses 111,915 89,203119,836 104,327
Operating income 14,984 12,02512,598 11,666
Other expense (income):
Interest expense 136 450493 128
Interest income (138) (81)(241) (140)
Other 57 3531 30
Total other expense 55 404283 18
Income before income taxes 14,929 11,62112,315 11,648
Income taxes 5,822 4,1004,803 4,470
Net income $ 9,1077,512 $ 7,5217,178
Average common shares outstanding 25,334 22,88625,198 25,331
Earnings per share $ .36 $.33.30 $.28
3
WERNER ENTERPRISES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands) MayMarch 31 February 28
1994December 31
1995 1994
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 9,6708,071 $ 10,83311,660
Accounts receivable, net 48,759 45,68148,625 52,522
Prepaid expenses and other current assets 21,513 22,06822,780 23,994
Total current assets 79,942 78,58279,476 88,176
Property and equipment 421,160 399,129492,792 479,289
Less - accumulated depreciation 102,636 97,282116,131 113,828
Property and equipment, net 318,524 301,847
$398,466 $380,429376,661 365,461
$456,137 $453,637
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 18,99313,763 $ 13,82518,564
Accrued payroll 10,549 9,115
Current maturities of
capitalized lease obligations 2,066 4,3108,887 9,888
Income taxes payable 7,692 3,1895,517 5,659
Other current liabilities 20,825 21,24324,624 23,176
Total current liabilities 60,125 51,68252,791 57,287
Long-term debt 30,000 30,000
Insurance and claims accruals 21,200 21,20020,300 21,300
Other long-term liabilities 3,136 3,136
Deferred income taxes 56,220 55,10067,655 65,500
Stockholders' equity 257,785 249,311
$398,466 $380,429
282,255 276,414
$456,137 $453,637
4
WERNER ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
(In thousands) MayMarch 31
1995 1994 1993
(Unaudited)
Cash flows from operating activities:
Net income $ 9,1077,512 $ 7,5217,178
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 12,694 10,69415,271 12,354
Deferred income taxes 1,120 5562,155 1,677
Gain on disposal of operating equipment (853) (677)(1,909) (709)
Tax benefit from exercise of stock options - 4398
Other long-term liabilities (1,000) 946
Changes in certain working capital items:
Accounts receivable, net (3,078) (2,923)3,897 732
Prepaid expenses and other current assets 555 2,4211,214 602
Accounts payable 5,168 (11,589)(4,801) (4,054)
Accrued payroll 1,434 485(1,001) 200
Other current liabilities 4,085 3,4921,181 40
Net cash provided by operating activities 30,232 10,02322,519 19,064
Cash flows from investing activities:
Additions to property and equipment (34,390) (25,765)(34,866) (18,816)
Retirements of property and equipment 5,872 5,44810,304 5,211
Net cash used in investing activities (28,518) (20,317)(24,562) (13,605)
Cash flows from financing activities:
Short-term borrowing - 10,000
Repayments of capitalized lease
obligations (2,244) (676)- (2,364)
Dividends on common stock (633) (458)(630) (760)
Repurchases of common stock (923) -
Stock options exercised - 657 97
Net cash provided by (used in)used in financing activities (2,877) 8,931(1,546) (3,027)
Net decreaseincrease (decrease) in cash and cash equivalents (1,163) (1,363)(3,589) 2,432
Cash and cash equivalents, beginning of period 10,833 6,44111,660 9,815
Cash and cash equivalents, end of period $ 9,670 $ 5,078
8,071 $12,247
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 136460 $ 423128
Income taxes 199 (1,154)
2,812 2,713
5
WERNER ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Commitments
As of MayMarch 31, 1994,1995, the Company has committed to capital expenditures
of approximately $61,000,000$55,000,000 (net cost, after revenue equipment trade-in
allowances of approximately $21,000,000)$34,000,000).
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Financial Condition:
During the three months ended MayMarch 31, 1994,1995, the Company generated cash
flow from operations generated $30.2of $22.5 million, which enabled the Company to make net
property additions, primarily revenue equipment, of $28.5$24.6 million, repay capitalized lease obligations of $2.2
million and pay common
stock dividends of $.6 million and repurchase Company common stock of $.9
million.
The Company's long-term debt obligations to equity ratio at February 28,
1994 andMarch 31, 1995 was
10.6%, compared with 10.9% at MayDecember 31, 1994 was 0%.1994.
Results of Operations:
Three Months Ended MayMarch 31, 19941995 and 19931994
Operating revenues increased 25%14% in the three months ended MayMarch 31,
1994,1995, compared to the same period in the prior year. The average number of
tractors increased by 21%8%. Revenue per loaded mile increased 3.6%4% while tractor
utilization (miles(total miles per tractor) was almost unchanged.also somewhat higher. The increase
in the average number of tractors was primarily reflects the Company's continued growthdue to expansion in the long-
haul van, regional and dedicated and temperature controlled markets as customer
demand remains strong.markets. The revenue per mile increase was
primarily the result of rate increases obtained by the Company'sCompany and the
continued expansion into markets where the average revenue per mile is
typically higher and the average miles per trip are less and as a result of rate
increases obtained by the Company.normally lower. The
increased tractor utilization was due to increased empty miles resulting from
softer freight demand. Operating revenues also increased due to an increase
in intermodal services.
Operating expenses, expressed as a percentage of operating revenues,
were 88.2%90.5% for the three months ended MayMarch 31, 1994,1995, compared to 88.1%89.9% for
the three months ended MayMarch 31, 1993.1994. Salaries, wages and benefits
decreasedincreased from 36.0%35.7% of revenues to 35.6%35.8% of revenues due primarily to an increase in the
percentage of owner-operator tractors compared to company-owned or controlled
tractors, offset partially by an increase in driver pay due to a 2
cent per mile driver pay increase effective May 1, 1994 and other driver pay
increases, offset by a reduction in the retentionestimated liability for accrued
driver payroll of more
experienced, higher paid drivers. Owner-operators are independent contractors
under contract with$2,400,000 during the Company and are responsible for suchfirst quarter of 1995. Fuel costs
as their
own salaries, wages and benefits; fuel; supplieswere comparable to the first quarter of 1994. Supplies and maintenance
taxes and
licenses and depreciation. Owner-operator costs are included in the rent and
purchased transportation expense category. Fuel decreasedincreased from 10.3%8.9% of revenues to 7.9%9.7% of revenues due, in part, to
increased costs related to third-party loadings and unloadings, driver
advertising and tolls. Insurance and claims decreased from 3.7% of revenues
to 3.4% of revenues as a result of lower fuel prices, improved fuel
efficiency, and an increase in the percentage of owner-operator tractors.
Supplies and maintenance decreasedfavorable claims development.
Depreciation increased from 9.1%10.6% of revenues to 8.7%11.5% of revenues due to the
increaseNovember 1994 purchase of satellite tracking equipment which was previously
leased (and included in the percentage of owner-operator tractors. TaxesCommunications and licenses decreased from 8.9% of revenues to 8.8% of revenues due to an
increase in the percentage of owner-operator tractors, offset by an increase
in the Federal diesel fuel tax rate of 4.3 cents per gallon which became
effective October 1, 1993. Depreciation decreased from 10.6% of revenues to
10.0% of revenues due to the increase in the percentage of owner-operator
tractors, offset partially byutilities), and an increase in the
trailer to tractor ratio.ratio from 2.3 to 1 at March 31, 1994 to 2.6 to 1 at March
31, 1995. The increase in the trailer to tractor ratio providesis the result of
providing additional trailers to improve customer service and improved service for customers.tractor
productivity. The decrease in the average length of haul also contributed to
the increased trailer to tractor ratio. Rent and purchased transportation
increased from 11.8% of revenues to 12.4% of revenues due primarily to an
increase in the use of intermodal and other third-party transportation
services. Communications and utilities decreased from 2.0% of revenues to
1.6% of revenues, due to the purchase of the satellite tracking equipment
which had been leased previously.
7
Other operating expenses decreased from (.2)%(.4%) of revenues to (.5)%(1.2%) of
revenues due to an increase in gains realized on the sale of revenue
equipment.
7
Rent and purchased transportation increased from 7.8% of revenuesequipment to 12.2% of revenues due to an increase in the percentage of owner-operator
tractors as compared to company-owned or controlled tractors. The average
number of owner-operator tractors for the quarter ended May 31, 1994 was 560
compared to an average of 340 for the quarter ended May 31, 1993.third parties.
The Company's effective income tax rate (income tax expense divided by
income before income taxes) increased to 39.0% for the three months ended
MayMarch 31, 1994,1995, compared to 35.3%38.4% for the three months ended MayMarch 31, 1993. This
increase in the effective income tax rate was due primarily to the Federal
income tax rate increase enacted August 10, 1993, and the adoption of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" effective March 1, 1993, which resulted in a $200,000 reduction of
income tax expense during the quarter ended May 31, 1993.1994.
PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Werner Enterprises, Inc. was held
on June 21, 1994, for the purpose of electing a board of directors and voting
on the proposals described below. Proxies for the meeting were solicited
pursuant to Section 14(a) of the Securities Exchange Act of 1934 and there
was no solicitation in opposition to management's solicitations. All of the
nominees for directors as listed in the proxy were elected.
The Company's proposal to amend the Company's Articles of Incorporation
to authorize the establishment of up to three classes of directors was
approved by the following vote:
Shares Shares Shares
Voted Voted Voted
"FOR" "AGAINST" "ABSTAIN"
17,269,401 6,795,069 26,215
The Company's proposal to amend the Company's Stock Option Plan as set
forth in the Proxy Statement for Annual Meeting of Stockholders, June 21,
1994, was approved by the following vote:
Shares Shares Shares
Voted Voted Voted
"FOR" "AGAINST" "ABSTAIN"
23,297,963 736,733 127,510
8
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit Page Number or Incorporated
Number Description 3(i) Articles of Amendmentby Reference to Articles of Incorporation
of Werner Enterprises, Inc.
3(ii) Revised and Amended By-Laws of Werner Enterprises,
Inc.
10 Amended and Restated Exhibit 10 to the Company's
Stock Option Plan report on Form 10-Q for the
quarter ended May 31, 1994
27 Financial Data Schedule Page 10 of Werner
Enterprises, Inc.sequentially
numbered pages
(b) Reports on Form 8-K - There were no reports on Form 8-K filed for
the quarter ended May 31, 1994.None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WERNER ENTERPRISES, INC.
Date: July 13, 1994May 10, 1995 By:/s/Robert E. Synowicki
Jr.
Robert E. Synowicki, Jr.,
Vice
President, of Finance, Treasurer and
Chief Financial Officer
Date: July 13, 1994May 10, 1995 By:/s/John J. Steele
John J. Steele
Vice President - Controller
and Secretary
and Controller
9