Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 31, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'WERNER ENTERPRISES INC | ' |
Entity Central Index Key | '0000793074 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 72,519,908 |
Consolidated_Statements_Of_Inc
Consolidated Statements Of Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Operating revenues | $511,728 | $506,504 | $1,511,263 | $1,526,692 |
Operating expenses: | ' | ' | ' | ' |
Salaries, wages and benefits | 137,834 | 134,923 | 406,175 | 407,283 |
Fuel | 92,890 | 98,805 | 279,874 | 301,064 |
Supplies and maintenance | 46,538 | 44,589 | 133,600 | 131,167 |
Taxes and licenses | 21,548 | 22,251 | 64,758 | 67,750 |
Insurance and claims | 16,714 | 14,469 | 53,835 | 48,796 |
Depreciation | 42,612 | 41,901 | 127,310 | 124,078 |
Rent and purchased transportation | 117,651 | 107,495 | 339,029 | 316,501 |
Communications and utilities | 3,754 | 3,382 | 10,083 | 10,545 |
Other | -396 | -3,116 | -7,038 | -8,812 |
Total operating expenses | 479,145 | 464,699 | 1,407,626 | 1,398,372 |
Operating income | 32,583 | 41,805 | 103,637 | 128,320 |
Other expense (income): | ' | ' | ' | ' |
Interest expense | 101 | 18 | 336 | 225 |
Interest income | -589 | -461 | -1,629 | -1,316 |
Other | -35 | 16 | -127 | -90 |
Total other income | -523 | -427 | -1,420 | -1,181 |
Income before income taxes | 33,106 | 42,232 | 105,057 | 129,501 |
Income taxes | 11,847 | 17,104 | 40,447 | 52,448 |
Net income | $21,259 | $25,128 | $64,610 | $77,053 |
Earnings per share: | ' | ' | ' | ' |
Basic | $0.29 | $0.34 | $0.89 | $1.06 |
Diluted | $0.29 | $0.34 | $0.88 | $1.05 |
Dividends declared per share | $0.05 | $0.05 | $0.15 | $0.15 |
Weighted-average common shares outstanding: | ' | ' | ' | ' |
Basic | 72,621 | 72,879 | 72,965 | 72,864 |
Diluted | 73,216 | 73,445 | 73,530 | 73,414 |
Consolidated_Statements_Of_Com
Consolidated Statements Of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net income | $21,259 | $25,128 | $64,610 | $77,053 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation adjustments | 49 | 902 | -135 | 1,268 |
Other comprehensive income (loss) | 49 | 902 | -135 | 1,268 |
Comprehensive income | $21,308 | $26,030 | $64,475 | $78,321 |
Consolidated_Condensed_Balance
Consolidated Condensed Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $17,350 | $15,428 |
Accounts receivable, trade, less allowance of $10,022 and $10,528, respectively | 236,858 | 211,133 |
Other receivables | 12,677 | 8,004 |
Inventories and supplies | 17,745 | 23,260 |
Prepaid taxes, licenses and permits | 6,597 | 14,893 |
Current deferred income taxes | 22,888 | 25,139 |
Other current assets | 34,667 | 21,330 |
Total current assets | 348,782 | 319,187 |
Property and equipment | 1,712,627 | 1,690,490 |
Less – accumulated depreciation | 736,984 | 696,647 |
Property and equipment, net | 975,643 | 993,843 |
Other non-current assets | 26,668 | 21,870 |
Total assets | 1,351,093 | 1,334,900 |
Current liabilities: | ' | ' |
Accounts payable | 75,077 | 56,397 |
Current portion of long-term debt | 0 | 20,000 |
Insurance and claims accruals | 59,274 | 57,679 |
Accrued payroll | 28,163 | 21,134 |
Other current liabilities | 18,873 | 20,983 |
Total current liabilities | 181,387 | 176,193 |
Long-term debt, net of current portion | 50,000 | 70,000 |
Other long-term liabilities | 13,963 | 15,779 |
Insurance and claims accruals, net of current portion | 128,200 | 125,500 |
Deferred income taxes | 224,865 | 232,531 |
Commitments and contingencies | ' | ' |
Stockholders’ equity: | ' | ' |
Common stock, $0.01 par value, 200,000,000 shares authorized; 80,533,536 shares issued; 72,519,908 and 73,246,598 shares outstanding, respecitvely | 805 | 805 |
Paid-in capital | 100,164 | 97,457 |
Retained earnings | 812,302 | 758,617 |
Accumulated other comprehensive loss | -4,291 | -4,156 |
Treasury stock, at cost; 8,013,628 and 7,286,938 shares, respectively | -156,302 | -137,826 |
Total stockholders’ equity | 752,678 | 714,897 |
Total liabilities and stockholders’ equity | $1,351,093 | $1,334,900 |
Consolidated_Condensed_Balance1
Consolidated Condensed Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful trade accounts receivable | $10,022 | $10,528 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 80,533,536 | 80,533,536 |
Common stock, shares outstanding | 72,519,908 | 73,246,598 |
Treasury stock, shares | 8,013,628 | 7,286,938 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net income | $64,610 | $77,053 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation | 127,310 | 124,078 |
Deferred income taxes | -8,418 | -7,920 |
Gain on disposal of property and equipment | -12,701 | -15,798 |
Stock-based compensation | 3,829 | 3,374 |
Insurance and claims accruals, net of current portion | 2,700 | -50 |
Other | -1,239 | 1,366 |
Changes in certain working capital items: | ' | ' |
Accounts receivable, net | -25,725 | 954 |
Other current assets | 568 | 21,355 |
Accounts payable | 13,899 | -10,235 |
Other current liabilities | 6,258 | 4,538 |
Net cash provided by operating activities | 171,091 | 198,715 |
Cash flows from investing activities: | ' | ' |
Additions to property and equipment | -149,889 | -226,499 |
Retirements of property and equipment | 43,421 | 46,252 |
Decrease in notes receivable | 7,095 | 4,114 |
Other | 979 | 0 |
Net cash used in investing activities | -98,394 | -176,133 |
Cash flows from financing activities: | ' | ' |
Repayments of short-term debt | -20,000 | -140,000 |
Proceeds from issuance of short-term debt | 0 | 140,000 |
Repayments of long-term debt | -30,000 | 0 |
Proceeds from issuance of long-term debt | 10,000 | 0 |
Change in net checks issued in excess of cash balances | 0 | -6,671 |
Dividends on common stock | -10,961 | -10,929 |
Repurchases of common stock | -20,060 | 0 |
Tax withholding related to net share settlements of restricted stock awards | -560 | -146 |
Stock options exercised | 969 | 379 |
Excess tax benefits from exercise of stock options | 53 | 22 |
Net cash used in financing activities | -70,559 | -17,345 |
Effect of exchange rate fluctuations on cash | -216 | 388 |
Net increase in cash and cash equivalents | 1,922 | 5,625 |
Cash and cash equivalents, beginning of period | 15,428 | 12,412 |
Cash and cash equivalents, end of period | 17,350 | 18,037 |
Supplemental disclosures of cash flow information: | ' | ' |
Interest paid | 361 | 225 |
Income taxes paid | 54,423 | 49,324 |
Supplemental schedule of non-cash investing activities: | ' | ' |
Notes receivable issued upon sale of property and equipment | 12,701 | 7,286 |
Property and equipment acquired included in accounts payable | 2,696 | 7,991 |
Property and equipment disposed included in other receivables | $696 | $411 |
Credit_Facilities
Credit Facilities | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Line of Credit Facility [Abstract] | ' | |||||||
Credit Facilities | ' | |||||||
Credit Facilities | ||||||||
Long-term debt consisted of the following (in thousands): | ||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
Notes payable to banks under committed credit facilities | $ | 50,000 | $ | — | ||||
Less current portion | — | — | ||||||
Long-term debt, net | $ | 50,000 | $ | — | ||||
As of September 30, 2013, we have committed credit facilities with two banks. These include a $175 million four-year credit facility which will expire on May 31, 2016, and a $75 million five-year credit facility which will expire on May 31, 2017. Borrowings under these credit facilities bear variable interest (0.85% at September 30, 2013) based on the London Interbank Offered Rate (“LIBOR”). As of September 30, 2013, we had $50 million outstanding under these credit facilities with banks. The $250 million of credit available under these facilities is further reduced by $34.0 million in standby letters of credit under which we are obligated. Each of the debt agreements includes, among other things, two financial covenants requiring us (i) not to exceed a maximum ratio of total debt to total capitalization and (ii) not to exceed a maximum ratio of total funded debt to earnings before interest, income taxes, depreciation and amortization (as such terms are defined in each credit facility). At September 30, 2013, we were in compliance with these covenants. | ||||||||
At September 30, 2013, the aggregate future maturities of long-term debt by year are as follows (in thousands): | ||||||||
2013 | $ | — | ||||||
2014 | — | |||||||
2015 | — | |||||||
2016 | 50,000 | |||||||
Total | $ | 50,000 | ||||||
The carrying amounts of our long-term debt approximate fair value due to the duration of the notes and the variable interest rates. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
During the three-month and nine-month periods ended September 30, 2013, tax adjustments for the remeasurement of uncertain tax positions decreased the total amount of unrecognized tax benefits. We accrued interest of $26 thousand and $8 thousand during the three-month periods ended September 30, 2013, and September 30, 2012, respectively, and $191 thousand and $159 thousand during the nine-month periods ended September 30, 2013, and September 30, 2012, respectively, excluding the reversal of accrued interest related to the adjustments for the remeasurement of uncertain tax positions. Our total gross liability for unrecognized tax benefits at September 30, 2013 is $8.6 million. If recognized, $5.5 million of unrecognized tax benefits would impact our effective tax rate. Interest of $1.7 million has been reflected as a component of the total liability. We expect no other significant increases or decreases for uncertain tax positions during the next twelve months. | |
We file U.S. federal income tax returns, as well as income tax returns in various states and several foreign jurisdictions. The years 2009 through 2012 are open for examination by the Internal Revenue Service (“IRS”), and various years are open for examination by state and foreign tax authorities. State and foreign jurisdictional statutes of limitations generally range from three to four years. | |
In May 2010, the IRS began an audit of our 2007 and 2008 federal income tax returns. During the second quarter of 2012, we received a notice of deficiency including proposed penalties related to our like-kind exchange program for tractors and trailers. The proposed tax deficiency related to timing differences for recognition of gains on sales of equipment. Prior to holding a scheduled appeals conference in June 2013, the IRS appeals officer decided to no longer contest this issue based on the merits of our position. In July 2013, we entered into a stipulation with the IRS that there are no deficiencies in federal income tax and no penalties due for the tax years 2007 and 2008. The IRS decision has no impact on our financial condition, results of operations or income tax rate because we had not previously accrued a liability for any proposed interest or penalties related to this issue. |
Commitments_And_Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
As of September 30, 2013, we have committed to property and equipment purchases of approximately $58.8 million. | |
In November 2012, the IRS issued a Notice of Proposed Adjustment for tax years 2009 and 2010 related to an employment tax audit which focused on our driver per diem program. Under the program, eligible drivers may elect to receive a nontaxable reimbursement of certain expenses that are otherwise included in and contemplated as a portion of their compensation while away from home. The notice proposes that the nontaxable per diem payments are wages, resulting in additional FICA and FUTA taxes and federal income tax withholding obligations. If the IRS position is upheld, we estimate the additional expense for the 2009 and 2010 tax years to be approximately $16.5 million after considering the tax deductibility of the payments. We submitted a formal protest prior to the deadline of March 15, 2013. An appeals conference was held in September 2013. An opinion has not yet been issued by the appeals officer. We believe our driver per diem program complies with applicable tax law, and we will vigorously defend against the IRS position. We have not accrued a liability because we believe we will ultimately prevail in this matter. | |
We are involved in certain claims and pending litigation arising in the ordinary course of business. At this time, management believes the ultimate resolution of these matters will not materially affect our consolidated financial statements. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings Per Share | ' | |||||||||||||||
Earnings Per Share | ||||||||||||||||
Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and restricted stock awards. There are no differences in the numerators of our computations of basic and diluted earnings per share for any period presented. The computation of basic and diluted earnings per share is shown below (in thousands, except per share amounts). | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net income | $ | 21,259 | $ | 25,128 | $ | 64,610 | $ | 77,053 | ||||||||
Weighted average common shares outstanding | 72,621 | 72,879 | 72,965 | 72,864 | ||||||||||||
Dilutive effect of stock-based awards | 595 | 566 | 565 | 550 | ||||||||||||
Shares used in computing diluted earnings per share | 73,216 | 73,445 | 73,530 | 73,414 | ||||||||||||
Basic earnings per share | $ | 0.29 | $ | 0.34 | $ | 0.89 | $ | 1.06 | ||||||||
Diluted earnings per share | $ | 0.29 | $ | 0.34 | $ | 0.88 | $ | 1.05 | ||||||||
There were no options to purchase shares of common stock that were outstanding during the periods indicated above that were excluded from the computation of diluted earnings per share because the option purchase price was greater than the average market price of the common shares during the period. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Share-based Arrangements with Employees and Nonemployees [Abstract] | ' | |||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||
Stock-Based Compensation | ||||||||||||||||
The Company initially adopted the Werner Enterprises, Inc. Stock Option Plan in 1987, such plan being approved by the Company's shareholders on June 9, 1987, at the Company's annual meeting. The plan was later renamed the Werner Enterprises, Inc. Equity Plan (the Equity Plan) and was last amended and restated on May 14, 2013. The Equity Plan provides for grants of nonqualified stock options, restricted stock, restricted stock units and stock appreciation rights. The Board of Directors or the Compensation Committee of our Board of Directors determines the terms of each award, including the type, recipients, number of shares subject to and vesting conditions of each award. Stock option and restricted stock awards are described below. No awards of restricted stock units or stock appreciation rights have been issued under the Equity Plan to date. The maximum number of shares of common stock that may be awarded under the Equity Plan is 20,000,000 shares. The maximum aggregate number of shares that may be awarded to any one person in any one calendar year under the Equity Plan is 500,000. As of September 30, 2013, there were 7,712,084 shares available for granting additional awards. | ||||||||||||||||
We apply the fair value method of accounting for stock-based compensation awards granted under our Equity Plan. Stock-based employee compensation expense is included in salaries, wages and benefits within the Consolidated Statements of Income. As of September 30, 2013, the total unrecognized compensation cost related to non-vested stock-based compensation awards was approximately $6.8 million and is expected to be recognized over a weighted average period of 2.5 years. The following table summarizes the stock-based compensation expense and related income tax benefit recognized in the Consolidated Statements of Income (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Stock options: | ||||||||||||||||
Pre-tax compensation expense | $ | 67 | $ | 103 | $ | 198 | $ | 289 | ||||||||
Tax benefit | 24 | 42 | 76 | 117 | ||||||||||||
Stock option expense, net of tax | $ | 43 | $ | 61 | $ | 122 | $ | 172 | ||||||||
Restricted stock: | ||||||||||||||||
Pre-tax compensation expense | $ | 1,173 | $ | 1,038 | $ | 3,631 | $ | 3,085 | ||||||||
Tax benefit | 421 | 420 | 1,398 | 1,249 | ||||||||||||
Restricted stock expense, net of tax | $ | 752 | $ | 618 | $ | 2,233 | $ | 1,836 | ||||||||
We do not have a formal policy for issuing shares upon an exercise of stock options or vesting of restricted stock, so such shares are generally issued from treasury stock. From time to time, we repurchase shares of our common stock, the timing and amount of which depends on market and other factors. Historically, the shares acquired from such repurchases have provided us with sufficient quantities of stock to issue for stock-based compensation. Based on current treasury stock levels, we do not expect to repurchase additional shares specifically for stock-based compensation during 2013. | ||||||||||||||||
Stock Options | ||||||||||||||||
Stock options are granted at prices equal to the market value of the common stock on the date the option award is granted. Option awards currently outstanding become exercisable in installments from 24 to 72 months after the date of grant. The options are exercisable over a period not to exceed ten years, one day from the date of grant. | ||||||||||||||||
The following table summarizes stock option activity for the nine months ended September 30, 2013: | ||||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||||
Options | Average | Average | Intrinsic Value | |||||||||||||
(in thousands) | Exercise | Remaining | (in thousands) | |||||||||||||
Price ($) | Contractual | |||||||||||||||
Term | ||||||||||||||||
(Years) | ||||||||||||||||
Outstanding at beginning of period | 800 | $ | 17.92 | |||||||||||||
Options granted | — | $ | — | |||||||||||||
Options exercised | (54 | ) | $ | 18.03 | ||||||||||||
Options forfeited | (5 | ) | $ | 20.39 | ||||||||||||
Options expired | — | $ | — | |||||||||||||
Outstanding at end of period | 741 | $ | 17.89 | 3.33 | $ | 4,029 | ||||||||||
Exercisable at end of period | 558 | $ | 17.58 | 2.54 | $ | 3,207 | ||||||||||
We did not grant any stock options during the three-month and nine-month periods ended September 30, 2013 and September 30, 2012. The fair value of stock option grants is estimated using a Black-Scholes valuation model. No stock option exercises occurred during the three-month period ended September 30, 2012. The total intrinsic value of stock options exercised was $0.1 million for the three-month period ended September 30, 2013, and $0.3 million and $0.2 million for the nine-month periods ended September 30, 2013, and September 30, 2012, respectively. | ||||||||||||||||
Restricted Stock | ||||||||||||||||
Restricted stock awards entitle the holder to shares of common stock when the award vests. The value of these shares may fluctuate according to market conditions and other factors. Restricted stock awards currently outstanding vest over periods ranging from 12 to 84 months from the grant date of the award. The restricted shares do not confer any voting or dividend rights to recipients until such shares fully vest and do not have any post-vesting sales restrictions. | ||||||||||||||||
The following table summarizes restricted stock activity for the nine months ended September 30, 2013: | ||||||||||||||||
Number of | Weighted | |||||||||||||||
Restricted | Average Grant | |||||||||||||||
Shares (in | Date Fair | |||||||||||||||
thousands) | Value ($) | |||||||||||||||
Nonvested at beginning of period | 815 | $ | 20.69 | |||||||||||||
Shares granted | — | $ | — | |||||||||||||
Shares vested | (64 | ) | $ | 22.98 | ||||||||||||
Shares forfeited | (1 | ) | $ | 20.64 | ||||||||||||
Nonvested at end of period | 750 | $ | 20.49 | |||||||||||||
We did not grant any shares of restricted stock during the three-month and nine-month periods ended September 30, 2013, and granted 40,000 and 45,000 shares of restricted stock during the three-month and nine-month periods ended September 30, 2012, respectively. We estimate the fair value of restricted stock awards based upon the market price of the underlying common stock on the date of grant, reduced by the present value of estimated future dividends because the awards are not entitled to receive dividends prior to vesting. Our estimate of future dividends is based on the most recent quarterly dividend rate at the time of grant, adjusted for any known future changes in the dividend rate. The present value of estimated future dividends for the 2012 grants was calculated using the following weighted-average assumptions: | ||||||||||||||||
Dividends per share (quarterly amounts) | $ | 0.05 | ||||||||||||||
Risk-free interest rate | 0.8 | % | ||||||||||||||
The total fair values of previously granted restricted stock awards vested during the three-month and nine-month periods ended September 30, 2013, were $1.0 million and $1.5 million, respectively. The total fair value of previously granted restricted stock awards vested during the three-month and nine-month periods ended September 30, 2012, was $0.5 million. We withheld shares based on the closing stock price on the vesting date to settle the employees' minimum statutory obligation for the applicable income and other employment taxes. Total cash remitted for the employees' tax obligations to the relevant taxing authorities was $0.4 million and $0.6 million for the three-month and nine-month periods ended September 30, 2013, respectively, and $0.1 million and $0.1 million for the three-month and nine-month periods ended September 30, 2012, respectively, and is reflected as a financing activity within the Consolidated Statements of Cash Flows; the 23,324 shares withheld to satisfy the tax withholding obligations for the nine-month period ended September 30, 2013, were recorded as treasury stock. |
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Information | ' | |||||||||||||||
Segment Information | ||||||||||||||||
We have two reportable segments – Truckload Transportation Services (“Truckload”) and Value Added Services (“VAS”). | ||||||||||||||||
The Truckload segment consists of two operating units, One-Way Truckload and Specialized Services, that are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting. One-Way Truckload is comprised of the following operating fleets: (i) the regional short-haul (“Regional”) fleet transports a variety of consumer nondurable products and other commodities in truckload quantities within geographic regions across the United States using dry van trailers; (ii) the medium-to-long-haul van (“Van”) fleet provides comparable truckload van service over irregular routes; and (iii) the expedited (“Expedited”) fleet provides time-sensitive truckload services utilizing driver teams. Specialized Services provides truckload services dedicated to a specific customer, generally for a retail distribution center or manufacturing facility, including services for products requiring specialized trailers such as flatbed or temperature-controlled trailers. Revenues for the Truckload segment include a small amount of non-trucking revenues which consist primarily of the portion of shipments delivered to or from Mexico where we utilize a third-party capacity provider. | ||||||||||||||||
The VAS segment generates the majority of our non-trucking revenues through four operating units that provide non-trucking services to our customers. These four VAS operating units are as follows: (i) truck brokerage (“Brokerage”) uses contracted carriers to complete customer shipments; (ii) freight management (”Freight Management”) offers a full range of single-source logistics management services and solutions; (iii) the intermodal (“Intermodal”) unit offers rail transportation through alliances with rail and drayage providers as an alternative to truck transportation; and (iv) Werner Global Logistics international (“WGL”) provides complete management of global shipments from origin to destination using a combination of air, ocean, truck and rail transportation modes. | ||||||||||||||||
We generate other revenues related to third-party equipment maintenance, equipment leasing and other business activities. None of these operations meets the quantitative reporting thresholds. As a result, these operations are grouped in “Other” in the tables below. “Corporate” includes revenues and expenses that are incidental to our activities and are not attributable to any of our operating segments. We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment. Inter-segment eliminations in the table below represent transactions between reporting segments that are eliminated in consolidation. VAS segment revenues for the three-month and nine-month periods ended September 30, 2012, have been revised to conform with the current presentation. | ||||||||||||||||
The following table summarizes our segment information (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues | ||||||||||||||||
Truckload Transportation Services | $ | 412,673 | $ | 420,003 | $ | 1,234,442 | $ | 1,270,381 | ||||||||
Value Added Services | 96,455 | 83,213 | 270,150 | 245,839 | ||||||||||||
Other | 3,368 | 2,872 | 7,495 | 9,410 | ||||||||||||
Corporate | 1,021 | 1,139 | 2,667 | 3,633 | ||||||||||||
Subtotal | 513,517 | 507,227 | 1,514,754 | 1,529,263 | ||||||||||||
Inter-segment eliminations | (1,789 | ) | (723 | ) | (3,491 | ) | (2,571 | ) | ||||||||
Total | $ | 511,728 | $ | 506,504 | $ | 1,511,263 | $ | 1,526,692 | ||||||||
Operating Income | ||||||||||||||||
Truckload Transportation Services | $ | 27,101 | $ | 36,659 | $ | 85,158 | $ | 113,097 | ||||||||
Value Added Services | 4,193 | 3,779 | 12,295 | 12,067 | ||||||||||||
Other | 949 | 402 | 3,477 | 1,761 | ||||||||||||
Corporate | 340 | 965 | 2,707 | 1,395 | ||||||||||||
Total | $ | 32,583 | $ | 41,805 | $ | 103,637 | $ | 128,320 | ||||||||
Credit_Facilities_Tables
Credit Facilities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Line of Credit Facility [Abstract] | ' | |||||||
Schedule of Debt | ' | |||||||
Long-term debt consisted of the following (in thousands): | ||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
Notes payable to banks under committed credit facilities | $ | 50,000 | $ | — | ||||
Less current portion | — | — | ||||||
Long-term debt, net | $ | 50,000 | $ | — | ||||
Schedule of Maturities of Long-term Debt | ' | |||||||
At September 30, 2013, the aggregate future maturities of long-term debt by year are as follows (in thousands): | ||||||||
2013 | $ | — | ||||||
2014 | — | |||||||
2015 | — | |||||||
2016 | 50,000 | |||||||
Total | $ | 50,000 | ||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Basic And Diluted Earnings Per Share | ' | |||||||||||||||
The computation of basic and diluted earnings per share is shown below (in thousands, except per share amounts). | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net income | $ | 21,259 | $ | 25,128 | $ | 64,610 | $ | 77,053 | ||||||||
Weighted average common shares outstanding | 72,621 | 72,879 | 72,965 | 72,864 | ||||||||||||
Dilutive effect of stock-based awards | 595 | 566 | 565 | 550 | ||||||||||||
Shares used in computing diluted earnings per share | 73,216 | 73,445 | 73,530 | 73,414 | ||||||||||||
Basic earnings per share | $ | 0.29 | $ | 0.34 | $ | 0.89 | $ | 1.06 | ||||||||
Diluted earnings per share | $ | 0.29 | $ | 0.34 | $ | 0.88 | $ | 1.05 | ||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Share-based Arrangements with Employees and Nonemployees [Abstract] | ' | |||||||||||||||
Stock-Based Compensation Expense And Related Income Tax Benefit Recognized | ' | |||||||||||||||
The following table summarizes the stock-based compensation expense and related income tax benefit recognized in the Consolidated Statements of Income (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Stock options: | ||||||||||||||||
Pre-tax compensation expense | $ | 67 | $ | 103 | $ | 198 | $ | 289 | ||||||||
Tax benefit | 24 | 42 | 76 | 117 | ||||||||||||
Stock option expense, net of tax | $ | 43 | $ | 61 | $ | 122 | $ | 172 | ||||||||
Restricted stock: | ||||||||||||||||
Pre-tax compensation expense | $ | 1,173 | $ | 1,038 | $ | 3,631 | $ | 3,085 | ||||||||
Tax benefit | 421 | 420 | 1,398 | 1,249 | ||||||||||||
Restricted stock expense, net of tax | $ | 752 | $ | 618 | $ | 2,233 | $ | 1,836 | ||||||||
Schedule Of Share-Based Compensation Stock Options Activity | ' | |||||||||||||||
The following table summarizes stock option activity for the nine months ended September 30, 2013: | ||||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||||
Options | Average | Average | Intrinsic Value | |||||||||||||
(in thousands) | Exercise | Remaining | (in thousands) | |||||||||||||
Price ($) | Contractual | |||||||||||||||
Term | ||||||||||||||||
(Years) | ||||||||||||||||
Outstanding at beginning of period | 800 | $ | 17.92 | |||||||||||||
Options granted | — | $ | — | |||||||||||||
Options exercised | (54 | ) | $ | 18.03 | ||||||||||||
Options forfeited | (5 | ) | $ | 20.39 | ||||||||||||
Options expired | — | $ | — | |||||||||||||
Outstanding at end of period | 741 | $ | 17.89 | 3.33 | $ | 4,029 | ||||||||||
Exercisable at end of period | 558 | $ | 17.58 | 2.54 | $ | 3,207 | ||||||||||
Schedule Of Share-Based Compensation Restricted Stock Activity | ' | |||||||||||||||
The following table summarizes restricted stock activity for the nine months ended September 30, 2013: | ||||||||||||||||
Number of | Weighted | |||||||||||||||
Restricted | Average Grant | |||||||||||||||
Shares (in | Date Fair | |||||||||||||||
thousands) | Value ($) | |||||||||||||||
Nonvested at beginning of period | 815 | $ | 20.69 | |||||||||||||
Shares granted | — | $ | — | |||||||||||||
Shares vested | (64 | ) | $ | 22.98 | ||||||||||||
Shares forfeited | (1 | ) | $ | 20.64 | ||||||||||||
Nonvested at end of period | 750 | $ | 20.49 | |||||||||||||
Schedule Of Share Based Payment Award Restricted Stock Valuation Assumptions | ' | |||||||||||||||
The present value of estimated future dividends for the 2012 grants was calculated using the following weighted-average assumptions: | ||||||||||||||||
Dividends per share (quarterly amounts) | $ | 0.05 | ||||||||||||||
Risk-free interest rate | 0.8 | % |
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Summary Of Segment Information | ' | |||||||||||||||
The following table summarizes our segment information (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues | ||||||||||||||||
Truckload Transportation Services | $ | 412,673 | $ | 420,003 | $ | 1,234,442 | $ | 1,270,381 | ||||||||
Value Added Services | 96,455 | 83,213 | 270,150 | 245,839 | ||||||||||||
Other | 3,368 | 2,872 | 7,495 | 9,410 | ||||||||||||
Corporate | 1,021 | 1,139 | 2,667 | 3,633 | ||||||||||||
Subtotal | 513,517 | 507,227 | 1,514,754 | 1,529,263 | ||||||||||||
Inter-segment eliminations | (1,789 | ) | (723 | ) | (3,491 | ) | (2,571 | ) | ||||||||
Total | $ | 511,728 | $ | 506,504 | $ | 1,511,263 | $ | 1,526,692 | ||||||||
Operating Income | ||||||||||||||||
Truckload Transportation Services | $ | 27,101 | $ | 36,659 | $ | 85,158 | $ | 113,097 | ||||||||
Value Added Services | 4,193 | 3,779 | 12,295 | 12,067 | ||||||||||||
Other | 949 | 402 | 3,477 | 1,761 | ||||||||||||
Corporate | 340 | 965 | 2,707 | 1,395 | ||||||||||||
Total | $ | 32,583 | $ | 41,805 | $ | 103,637 | $ | 128,320 | ||||||||
Credit_Facilities_Narrative_De
Credit Facilities (Narrative) (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
Mature On May 31, 2016 | Mature On May 31, 2017 | |||
Debt_Covenants | Debt_Covenants | |||
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Total of committed credit facilities with two banks | $250,000,000 | ' | $175,000,000 | $75,000,000 |
Committed credit facilities maturity | ' | ' | 31-May-16 | 31-May-17 |
Line of Credit Facility, Interest Rate at Period End | 0.85% | ' | ' | ' |
Term of credit facility (years) | ' | ' | '4 years | '5 years |
Borrowings outstanding | 50,000,000 | 0 | ' | ' |
Stand-by letters of credit | $34,000,000 | ' | ' | ' |
Number of financial covenants for debt agreements | ' | ' | 2 | 2 |
Credit_Facilities_Details
Credit Facilities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | |||
Line of Credit Facility [Line Items] | ' | ' | ' |
Notes payable to banks under committed credit facilities | $50,000 | ' | $0 |
Less current portion | 0 | 20,000 | 0 |
Long-term debt, net | 50,000 | 70,000 | 0 |
2013 | 0 | ' | ' |
2014 | 0 | ' | ' |
2015 | 0 | ' | ' |
2016 | $50,000 | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Tax Examination [Line Items] | ' | ' | ' | ' |
Accrued interest expense | $26,000 | $8,000 | $191,000 | $159,000 |
Gross liability for unrecognized tax benefits | 8,600,000 | ' | 8,600,000 | ' |
Unrecognized tax benefits that would impact our effective tax rate | 5,500,000 | ' | 5,500,000 | ' |
Interest included in total liability | 1,700,000 | ' | 1,700,000 | ' |
Significant increases or decreases for uncertain tax positions | $0 | ' | $0 | ' |
State and Foreign Tax Authorities | Minimum | ' | ' | ' | ' |
Income Tax Examination [Line Items] | ' | ' | ' | ' |
Period of statute of limitations (years) | ' | ' | '3 years | ' |
State and Foreign Tax Authorities | Maximum | ' | ' | ' | ' |
Income Tax Examination [Line Items] | ' | ' | ' | ' |
Period of statute of limitations (years) | ' | ' | '4 years | ' |
Commitments_And_Contingencies_
Commitments And Contingencies (Details) (USD $) | Sep. 30, 2013 |
In Millions, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitment for property and equipment purchases | $58.80 |
Loss Contingency, Estimate of Possible Loss | $16.50 |
Earnings_Per_Share_Basic_And_D
Earnings Per Share (Basic And Diluted Earnings Per Share) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net income | $21,259 | $25,128 | $64,610 | $77,053 |
Weighted average common shares outstanding | 72,621,000 | 72,879,000 | 72,965,000 | 72,864,000 |
Dilutive effect of stock-based awards | 595,000 | 566,000 | 565,000 | 550,000 |
Shares used in computing diluted earnings per share | 73,216,000 | 73,445,000 | 73,530,000 | 73,414,000 |
Basic earnings per share | $0.29 | $0.34 | $0.89 | $1.06 |
Diluted earnings per share | $0.29 | $0.34 | $0.88 | $1.05 |
Number of antidilutive options that were excluded from computation of earnings per share | 0 | 0 | 0 | 0 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Maximum annual shares awarded to employee | ' | ' | 500,000 | ' |
Maximum shares of common stock | 20,000,000 | ' | 20,000,000 | ' |
Shares available for granting additional awards | 7,712,084 | ' | 7,712,084 | ' |
Unrecognized compensation cost of non-vested stock-based compensation awards | $6,800,000 | ' | $6,800,000 | ' |
Unrecognized compensation cost of non-vested stock-based compensation awards expected to be recognized over a weighted average period (years) | ' | ' | '2 years 6 months 0 days | ' |
Maximum period for exercisable options (years and days) | ' | ' | '10 years 1 day | ' |
Number of options granted | ' | ' | 0 | ' |
Intrinsic value of stock options exercised | 100,000 | 0 | 300,000 | 200,000 |
Number of restricted shares granted | ' | ' | 0 | ' |
Fair value of restricted stock awards vested | 1,000,000 | 500,000 | 1,500,000 | 500,000 |
Payments made to taxing authorities for employee tax obligations | $394,000 | $146,000 | $560,000 | $146,000 |
Shares withheld to settle employee tax withholding obligations | ' | ' | 23,324 | ' |
Stock Options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Number of options granted | 0 | 0 | 0 | 0 |
Stock Options | Minimum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Vesting period (months) | ' | ' | '24 months | ' |
Stock Options | Maximum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Vesting period (months) | ' | ' | '72 months | ' |
Restricted Stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Number of restricted shares granted | 0 | 40,000 | 0 | 45,000 |
Restricted Stock | Minimum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Vesting period (months) | ' | ' | '12 months | ' |
Restricted Stock | Maximum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Vesting period (months) | ' | ' | '84 months | ' |
StockBased_Compensation_StockB
Stock-Based Compensation (Stock-Based Compensation Expense And Related Income Tax Benefit Recognized) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Stock Options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Pre-tax compensation expense | $67 | $103 | $198 | $289 |
Tax benefit | 24 | 42 | 76 | 117 |
Stock expense, net of tax | 43 | 61 | 122 | 172 |
Restricted Stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Pre-tax compensation expense | 1,173 | 1,038 | 3,631 | 3,085 |
Tax benefit | 421 | 420 | 1,398 | 1,249 |
Stock expense, net of tax | $752 | $618 | $2,233 | $1,836 |
StockBased_Compensation_Schedu
Stock-Based Compensation (Schedule Of Share-Based Compensation Stock Options Activity) (Details) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 |
Share-based Arrangements with Employees and Nonemployees [Abstract] | ' |
Number of Options Outstanding at beginning of period | 800 |
Number of Options granted | 0 |
Number of Options exercised | -54 |
Number of Options forfeited | -5 |
Number of Options expired | 0 |
Number of Options Outstanding at end of period | 741 |
Number of Options Exercisable at end of period | 558 |
Weighted Average Exercise Price Outstanding at beginning of period | $17.92 |
Weighted Average Exercise Price Options granted | $0 |
Weighted Average Exercise Price Options exercised | $18.03 |
Weighted Average Exercise Price Options forfeited | $20.39 |
Weighted Average Exercise Price Options expired | $0 |
Weighted Average Exercise Price Outstanding at end of period | $17.89 |
Weighted Average Exercise Price Exercisable at end of period | $17.58 |
Weighted Average Remaining Contractual Term Outstanding at end of period, Years | '3 years 3 months 29 days |
Weighted Average Remaining Contractual Term Exercisable at end of period, Years | '2 years 6 months 15 days |
Aggregate Intrinsic Value Outstanding at end of period | $4,029 |
Aggregate Intrinsic Value Exercisable at end of period | $3,207 |
StockBased_Compensation_Schedu1
Stock-Based Compensation (Schedule Of Share-Based Compensation Restricted Stock Activity) (Details) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 |
Share-based Arrangements with Employees and Nonemployees [Abstract] | ' |
Number of Restricted Shares Nonvested at beginning of period | 815 |
Number of Restricted Shares granted | 0 |
Number of Restricted Shares vested | -64 |
Number of Restricted Shares forfeited | -1 |
Number of Restricted Shares Nonvested at end of period | 750 |
Weighted Average Grant Date Fair Value Nonvested at beginning of period | $20.69 |
Weighted Average Grant Date Fair Value Shares granted | $0 |
Weighted Average Grant Date Fair Value Shares vested | $22.98 |
Weighted Average Grant Date Fair Value Shares forfeited | $20.64 |
Weighted Average Grant Date Fair Value Nonvested at end of period | $20.49 |
StockBased_Compensation_Schedu2
Stock-Based Compensation (Schedule Of Share-based Payment Award Valuation Assumptions) (Details) (Restricted Stock, USD $) | 9 Months Ended |
Sep. 30, 2012 | |
Restricted Stock | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Dividends per share (quarterly amounts) | $0.05 |
Risk-free interest rate | 0.80% |
Segment_Information_Narratives
Segment Information (Narratives) (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Segments | |
Segment Reporting [Abstract] | ' |
Number of reportable segments | 2 |
Segment_Information_Summary_Of
Segment Information (Summary Of Segment Information) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | $511,728 | $506,504 | $1,511,263 | $1,526,692 |
Operating Income | 32,583 | 41,805 | 103,637 | 128,320 |
Truckload Transportation Services | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | 412,673 | 420,003 | 1,234,442 | 1,270,381 |
Operating Income | 27,101 | 36,659 | 85,158 | 113,097 |
Value Added Services | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | 96,455 | 83,213 | 270,150 | 245,839 |
Operating Income | 4,193 | 3,779 | 12,295 | 12,067 |
Other Segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | 3,368 | 2,872 | 7,495 | 9,410 |
Operating Income | 949 | 402 | 3,477 | 1,761 |
Corporate Segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | 1,021 | 1,139 | 2,667 | 3,633 |
Operating Income | 340 | 965 | 2,707 | 1,395 |
Subtotal | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | 513,517 | 507,227 | 1,514,754 | 1,529,263 |
Intersegment Elimination [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | ($1,789) | ($723) | ($3,491) | ($2,571) |