UNITED STATES 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 June 30, 2000 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) 14507 FRONTIER ROAD POST OFFICE BOX 45308 OMAHA, NEBRASKA 68145-0308 (402) 895-6640 (Address of principal (Zip Code) (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 July 31, 2000, 47,065,733 shares of the registrant's common stock, par value $.01 per share, were outstanding. INDEX TO FORM 10-Q PAGE PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Consolidated Statements of Income for the Three Months Ended June 30, 2000 and 1999 3 Consolidated Statements of Income for the Six Months Ended June 30, 2000 and 1999 4 Consolidated Condensed Balance Sheets as of June 30, 2000 and December 31, 1999 5 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2000 and 1999 6 Notes to Consolidated Financial Statements as of June 30, 2000 7 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3 - Quantitative and Qualitative Disclosures About Market Risk 11 PART II - OTHER INFORMATION Items 1, 2, 3 and 5 - Not Applicable Item 4 - Submission of Matters to a Vote of Security Holders 12 Item 6 - Exhibits and Reports on Form 8-K 13 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 and six-month periods ended June 30, 2000, are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. 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 Annual Report on Form 10-K for the year ended December 31, 1999. 2 WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF INCOME Three Months Ended (In thousands, except per share amounts) June 30 - -------------------------------------------------------------------------- 2000 1999 - -------------------------------------------------------------------------- (Unaudited) Operating revenues $ 307,242 $ 260,646 ------------------------- Operating expenses: Salaries, wages and benefits 107,540 95,246 Fuel 31,839 18,211 Supplies and maintenance 26,327 21,025 Taxes and licenses 22,186 19,838 Insurance and claims 8,224 7,881 Depreciation 26,794 24,656 Rent and purchased transportation 59,338 43,856 Communications and utilities 3,475 3,411 Other (899) (3,169) ------------------------- Total operating expenses 284,824 230,955 ------------------------- Operating income 22,418 29,691 ------------------------- Other expense (income): Interest expense 1,978 1,645 Interest income (625) (343) Other 235 40 ------------------------- Total other expense 1,588 1,342 ------------------------- Income before income taxes 20,830 28,349 Income taxes 7,915 10,773 ------------------------- Net income $ 12,915 $ 17,576 ========================= Average common shares outstanding 47,061 47,374 ========================= Basic earnings per share $ .27 $ .37 ========================= Diluted shares outstanding 47,304 47,627 ========================= Diluted earnings per share $ .27 $ .37 ========================= Dividends declared per share $ .025 $ .025 ========================= 3 WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF INCOME Six Months Ended (In thousands, except per share amounts) June 30 - -------------------------------------------------------------------------- 2000 1999 - -------------------------------------------------------------------------- (Unaudited) Operating revenues $ 598,621 $ 501,626 ------------------------- Operating expenses: Salaries, wages and benefits 210,852 184,567 Fuel 63,048 32,219 Supplies and maintenance 51,639 41,163 Taxes and licenses 43,648 39,604 Insurance and claims 15,204 17,271 Depreciation 53,115 48,191 Rent and purchased transportation 116,365 86,183 Communications and utilities 7,161 6,510 Other (3,364) (5,016) ------------------------- Total operating expenses 557,668 450,692 ------------------------- Operating income 40,953 50,934 ------------------------- Other expense (income): Interest expense 4,213 2,843 Interest income (1,072) (673) Other 340 57 ------------------------- Total other expense 3,481 2,227 ------------------------- Income before income taxes 37,472 48,707 Income taxes 14,239 18,509 ------------------------- Net income $ 23,233 $ 30,198 ========================= Average common shares outstanding 47,077 47,351 ========================= Basic earnings per share $ .49 $ .64 ========================= Diluted shares outstanding 47,277 47,599 ========================= Diluted earnings per share $ .49 $ .63 ========================= Dividends declared per share $ .050 $ .050 ========================= 4 WERNER ENTERPRISES, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands) June 30 December 31 - -------------------------------------------------------------------------- 2000 1999 - -------------------------------------------------------------------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 17,700 $ 15,368 Accounts receivable, net 133,810 127,211 Other receivables 12,166 11,217 Prepaid taxes, licenses and permits 7,027 12,423 Other current assets 25,327 22,608 ------------------------- Total current assets 196,030 188,827 ------------------------- Property and equipment 974,616 970,609 Less - accumulated depreciation 280,240 262,557 ------------------------- Property and equipment, net 694,376 708,052 ------------------------- Other assets 3,000 - ------------------------- $ 893,406 $ 896,879 ========================= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 28,145 $ 35,686 Short-term debt - 25,000 Insurance and claims accruals 32,805 32,993 Accrued payroll 14,298 11,846 Other current liabilities 22,548 15,681 ------------------------- Total current liabilities 97,796 121,206 ------------------------- Long-term debt 115,000 120,000 Insurance, claims and other long-term accruals 30,301 30,301 Deferred income taxes 136,408 130,600 Stockholders' equity 513,901 494,772 ------------------------- $ 893,406 $ 896,879 ========================= 5 WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended (In thousands) June 30 - -------------------------------------------------------------------------- 2000 1999 - -------------------------------------------------------------------------- (Unaudited) Cash flows from operating activities: Net income $ 23,233 $ 30,198 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 53,115 48,191 Deferred income taxes 5,808 7,550 Gain on disposal of operating equipment (3,999) (5,625) Equity in loss of unconsolidated affiliate 120 - Tax benefit from exercise of stock options 65 399 Insurance claims and other long-term accruals - 500 Changes in certain working capital items: Accounts receivable, net (6,599) (26,508) Prepaid expenses and other current assets 1,728 3,114 Accounts payable (7,541) (11,076) Other current liabilities 9,151 16,392 ------------------------- Net cash provided by operating activities 75,081 63,135 ------------------------- Cash flows from investing activities: Additions to property and equipment (81,859) (133,382) Proceeds from sales of property and equipment 44,013 35,953 Investment in unconsolidated affiliate (750) - Proceeds from collection of notes receivable 36 - ------------------------- Net cash used in investing activities (38,560) (97,429) ------------------------- Cash flows from financing activities: Proceeds from issuance of short-term debt - 30,000 Repayments of short-term debt (25,000) - Repayments of long-term debt (5,000) - Dividends on common stock (2,356) (2,366) Repurchases of common stock (2,135) - Stock options exercised 302 1,278 ------------------------- Net cash provided by (used in) financing activities (34,189) 28,912 ------------------------- Net increase (decrease) in cash and cash equivalents 2,332 (5,382) Cash and cash equivalents, beginning of period 15,368 15,913 ------------------------- Cash and cash equivalents, end of period $ 17,700 $ 10,531 ========================= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 4,165 $ 2,979 Income taxes $ 1,797 $ 3,947 Supplemental schedule of non-cash investing activities: Notes receivable issued upon sale of revenue equipment $ 2,406 $ - 6 WERNER ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Other Assets Effective June 30, 2000, the Company contributed its non-asset based logistics business to Transplace.com, LLC (TPC), in exchange for an equity interest in TPC of approximately 15%. TPC is a joint venture of six large transportation companies. Accordingly, the Company is accounting for its investment in TPC using the equity method. At June 30, 2000, other assets include a $750,000 investment in TPC less the Company's 15% equity in loss of unconsolidated affiliate of $120,000. In July 2000, the Company made an additional investment in TPC of $4,250,000 which represents the remainder of its initial investment in TPC. (2) Long-Term Debt Long-term debt consists of the following (in thousands): June 30 December 31 2000 1999 --------- ----------- Notes payable to banks under committed credit facilities $ 65,000 $ 95,000 6.55% Series A Senior Notes, due November 2002 20,000 20,000 6.02% Series B Senior Notes, due November 2002 10,000 10,000 5.52% Series C Senior Notes, due December 2003 20,000 20,000 --------- --------- 115,000 145,000 Less short-term debt - (25,000) --------- --------- Long-term debt $ 115,000 $ 120,000 ========= ========= The notes payable to banks under committed credit facilities bear variable interest (7.1% at June 30, 2000) based on the London Interbank Offered Rate (LIBOR) and mature at various dates from September 2001 to May 2003. The Company has an additional $45 million of long-term credit facilities with banks which bear variable interest based on LIBOR, on which no borrowings were outstanding at June 30, 2000. (3) Commitments As of June 30, 2000, the Company has commitments for capital expenditures of approximately $99 million. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. This report contains forward-looking statements which are based on information currently available to the Company's management. Actual results could differ materially from those anticipated in forward-looking statements as a result of a number of factors, including, but not limited to, those discussed in Item 7, "Management's Discussion and Analysis of Results of Operations and Financial Condition", of the Company's Annual Report on Form 10-K for the year ended December 31, 1999. Financial Condition: During the six months ended June 30, 2000, the Company generated cash flow from operations of $75.1 million. The cash flow from operations enabled the Company to make net property additions, primarily revenue equipment, of $37.8 million, repay $30.0 million of debt, repurchase common stock of $2.1 million, and pay common stock dividends of $2.4 million. Based on the Company's strong financial position, management foresees no significant barriers to obtaining sufficient financing, if necessary, to continue with its growth plans. The Company's debt to equity ratio at June 30, 2000 was 22.4%, compared with 29.3% at December 31, 1999. The Company's debt to total capitalization ratio (total capitalization equals total debt plus total stockholders' equity) was 18.3% at June 30, 2000 compared to 22.7% at December 31, 1999. Results of Operations: The following table sets forth the percentage relationship of income and expense items to operating revenues for the periods indicated. Percentage of Operating Revenues -------------------------------------------- Three Months Ended Six Months Ended June 30 June 30 2000 1999 2000 1999 ------------------ ----------------- Operating revenues 100.0% 100.0% 100.0% 100.0% ------------------ ----------------- Operating expenses: Salaries, wages and benefits 35.0 36.5 35.2 36.8 Fuel 10.4 7.0 10.5 6.4 Supplies and maintenance 8.6 8.1 8.6 8.2 Taxes and licenses 7.2 7.6 7.3 7.9 Insurance and claims 2.7 3.0 2.5 3.4 Depreciation 8.7 9.5 8.9 9.6 Rent and purchased transportation 19.3 16.8 19.4 17.2 Communications and utilities 1.1 1.3 1.2 1.3 Other (0.3) (1.2) (0.6) (1.0) ------------------ ----------------- Total operating expenses 92.7 88.6 93.2 89.8 ------------------ ----------------- Operating income 7.3 11.4 6.8 10.2 Net interest expense and other 0.5 0.5 0.6 0.5 ------------------ ----------------- Income before income taxes 6.8 10.9 6.3 9.7 Income taxes 2.6 4.1 2.4 3.7 ------------------ ----------------- Net income 4.2% 6.7% 3.9% 6.0% ================== ================= 8 Three Months Ended June 30, 2000 and 1999 - ----------------------------------------- Operating revenues increased 17.9% for the three months ended June 30, 2000, compared to the same period of the prior year, due in part to an 8.5% increase in the average number of tractors in service. Average tractors in service increased from 6,701 in second quarter 1999 to 7,271 in second quarter 2000. During the past quarter, the Company focused its efforts more on obtaining rate increases and improving fuel surcharge reimbursements than on growth. As a result, revenue per mile, excluding fuel surcharges, increased 2.4% and revenue per mile, including fuel surcharges, increased 6.7% compared to second quarter of 1999. Excluding fuel surcharge revenues, trucking revenues increased 11% for the three months ended June 30, 2000 compared to the same period of the prior year. A $7.8 million increase (61% increase) in revenues from logistics and other non-trucking transportation services also contributed to the overall increase in operating revenues. This increase in revenue was due to an increase in business with existing logistics customers, as well as the startup of new logistics customers. On July 1, 2000, the Company transferred logistics business accounting for approximately $12 million of operating revenues for the three months ended June 30, 2000, to Transplace.com. See discussion of Transplace.com below. Operating expenses, expressed as a percentage of operating revenues, were 92.7% for the three months ended June 30, 2000, compared to 88.6% for the three months ended June 30, 1999. The Company's increase in logistics and other non-trucking transportation services, and an increase in owner- operator miles as a percentage of total miles (18.9% in second quarter 2000 compared to 17.9% in second quarter 1999), contributed to a shift in costs to the rent and purchased transportation expense category from several other expense categories, as described on the following pages. Owner- operators are independent contractors who supply their own tractor and driver, and are responsible for their operating expenses including fuel, supplies and maintenance, and fuel taxes. Werner is one of six large transportation companies that merged their logistics business units into a commonly owned, Internet-based logistics company, Transplace.com. On July 13, 2000, Transplace.com announced that operations commenced as scheduled on July 1, 2000. All six founding carriers completed the conversion of their logistics businesses effective on that date. This transaction was effected by Werner and each of the five other founding carriers contributing their transportation logistics business, related intangible assets, and $5 million of cash. Therefore, the revenues and expenses for Werner's logistics business will no longer be shown in the Company's income statements as operating revenues and operating expenses (primarily rent and purchased transportation expense), respectively, beginning with third quarter 2000. Werner will account for its approximate 15% investment in Transplace.com using the equity method of accounting. Thus, Werner will accrue its percentage share of the earnings of Transplace.com in its income statement as a non-operating item. Werner's logistics business, which will be transferred to Transplace.com, accounted for approximately 4% of total revenues in second quarter 2000. Salaries, wages and benefits decreased from 36.5 to 35.0% of revenues due primarily to the increase in logistics and other non-trucking revenues and more owner-operator miles as a percentage of total miles. At times, there have been shortages of drivers in the trucking industry, particularly the medium-to-long haul segment. The Company anticipates that the competition for qualified drivers will continue to be high, and cannot predict whether it will experience shortages in the future. If such a shortage was to occur and increases in driver pay rates became necessary to attract and retain drivers, the Company's results of operations would be negatively impacted to the extent that corresponding freight rate increases were not obtained. 9 Fuel increased from 7.0% to 10.4% of revenues due mainly to significantly higher average fuel prices during the quarter compared to the same quarter of the prior year. The average cost of fuel, excluding fuel taxes, was 66% higher in second quarter 2000 compared to second quarter 1999. The increase was partially offset by increases in non-trucking revenues and owner-operator miles. The Company's customer fuel surcharge reimbursement programs recovered approximately 80% of the increased fuel cost during second quarter 2000. A portion of the fuel expense increase was not recovered during second quarter 2000 due to several factors, including: the fuel price levels which determine when fuel surcharges are collected, unreimbursed empty miles between freight shipments, unreimbursed out-of-route miles caused in part by driver home time needs, and the unreimbursed costs of truck idling. Management has focused its efforts on improving the amount and percentage of fuel surcharge reimbursement. The Company cannot predict whether higher fuel price levels will continue or the extent to which fuel surcharges could be collected from customers to offset such increases. If fuel prices remain at elevated levels, the Company's operating results for 2000 and beyond will be adversely impacted to the extent the higher costs are not recovered from customers. Supplies and maintenance increased from 8.1% to 8.6% of revenues primarily due to higher tractor and trailer maintenance costs, partially offset by the increase in logistics and other non-trucking revenues and more owner-operator miles. Taxes and licenses decreased from 7.6% to 7.2% of revenues due in part to the increase in logistics and other non-trucking revenues and more owner-operator miles. Insurance and claims decreased from 3.0% to 2.7% of revenues due to fewer major accidents and more logistics and other non-trucking revenues during the second quarter of 2000 compared to the same quarter last year. Depreciation decreased from 9.5% to 8.7% of revenues due to increases in non-trucking revenues and owner-operator tractors as a percentage of total tractors and leased tractors. Rent and purchased transportation increased from 16.8% to 19.3% of revenues due primarily to the Company's increase in logistics and other non-trucking transportation services, increase in owner-operator miles as a percentage of total miles, reimbursements to owner-operators for the higher cost of fuel, and rent expense associated with tractors under operating leases. Other operating expenses changed from (1.2)% to (0.3)% of revenues due to a decrease in the number of used trucks sold by the Company and the decrease in the average gain per truck during second quarter 2000 compared to the second quarter 1999. This was due to increased inventories of new and used trucks in the marketplace and other factors that weakened the used truck market. The Company cannot predict whether the current state of the used truck market will continue. If used truck prices remain at current levels, the Company's operating results for 2000 may be adversely impacted in relation to the comparable periods of 1999. Six Months Ended June 30, 2000 and 1999 - --------------------------------------- Operating revenues increased by 19.3% for the six months ended June 30, 2000, compared to the same period of the previous year, primarily due to a 10.3% increase in the average number of tractors. Revenue per mile, excluding fuel surcharges, increased 2.4% due primarily to rate increases. A $11.3 million increase in revenues from logistics and other non-trucking transportation services also contributed to the overall increase in operating revenues. Operating expenses, expressed as a percentage of operating revenues, were 93.2% for the six months ended June 30, 2000, compared to 89.8% for the same period of the previous year. The increase in logistics and other non-trucking transportation services, and an increase in owner-operator miles as a percentage of total miles (19.2% in 2000 compared to 17.4% in 1999), resulted in a shift in costs to the rent and purchased transportation expense category from several other expense categories. 10 Salaries, wages and benefits decreased from 36.8% to 35.2% of revenues, primarily due to the increase in logistics and other non-trucking transportation revenues and more owner-operator miles as a percentage of total miles. Fuel increased from 6.4% to 10.5% revenues due mainly to higher fuel prices, on average, during the six months ended June 30, 2000, compared to the same period of 1999. Supplies and maintenance increased from 8.2% to 8.6% of revenues due primarily to higher tractor and trailer maintenance costs, partially offset by the increase in logistics and other non-trucking revenues and the increased percentage of owner-operator miles. Taxes and licenses decreased from 7.9% to 7.3% of revenues due primarily to the increase in logistics and other non-trucking revenues. Insurance and claims decreased from 3.4% to 2.5% of revenues due to favorable claims experience, a decreased frequency of property damage and other claims and the increase in logistics and other non-trucking revenues during the six months ended June 30, 2000. Rent and purchased transportation increased from 17.2% to 19.4% of revenues due to the increase in logistics and other non-trucking transportation services and the increase in owner-operator miles as a percentage of total miles. Depreciation decreased from 9.6% to 8.9% of revenues due to the increase in logistics and other-non-trucking revenue, more owner-operator tractors as a percentage of total tractors, leased tractors and a decrease in the percentage of open trucks. Other operating expenses changed from (1.0)% to (0.6)% of revenues due to a weaker used truck market during the six months ended June 30, 2000, which reduced the average amount of gain per truck sold and the amount of trucks sold. Item 3. Quantitative and Qualitative Disclosures About Market Risk. The Company is exposed to market risk from changes in interest rates and commodity prices. Interest Rate Risk The Company had $65 million of variable rate debt at June 30, 2000. The interest rates on the variable rate debt are based on the London Interbank Offered Rate (LIBOR). Assuming this level of borrowings, a hypothetical one-percentage point increase in the LIBOR interest rate would increase the Company's annual interest expense by $650,000. Commodity Price Risk The price and availability of diesel fuel are subject to fluctuations due to changes in the level of global oil production, seasonality, weather, and other market factors. Historically, the Company has been able to recover a portion of short-term fuel price increases from customers in the form of fuel surcharges. As of June 30, 2000, the Company has implemented customer fuel surcharges with a majority of its revenue base to offset a portion of the higher fuel cost per gallon. The Company cannot predict whether high fuel price levels will continue in the future or the extent to which fuel surcharges can be collected to offset such increases. As of June 30, 2000, the Company had no derivative financial instruments to reduce its exposure to fuel price fluctuations. 11 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 May 9, 2000 for the purpose of electing three directors for three- year terms and voting on a proposed amendment to the Company's Stock Option Plan. 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 nominees. Each of management's nominees for director as listed in the Proxy Statement was elected. Of the 47,042,035 shares entitled to vote, stockholders representing 45,160,100 shares (96.0%) were present in person or by proxy. The voting tabulation was as follows: Shares Voted Shares Voted "FOR" "ABSTAIN" ------------ ------------ Clarence L. Werner 38,889,688 6,270,412 Irving B. Epstein 41,345,942 3,814,158 Jeffrey G. Doll 42,685,869 2,474,231 The stockholders also approved the amendment to the Stock Option Plan to increase the maximum number of shares that may be optioned or sold under the Plan by 5,000,000 to a total of 8,750,000 shares. The voting tabulation was as follows: Shares Voted Shares Voted Shares Voted "FOR" "AGAINST" "ABSTAIN" ------------ ------------ ------------ Stock Option Plan Amendment 31,981,803 10,530,590 20,594 12 Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit Incorporated Number Description by Reference to ------- ----------- --------------- 2.1 Initial Subscription Agreement of Exhibit 2.1 to the Transplace.com LLC, dated April 19, 2000 Company's report on Form 8-K filed July 17, 2000 2.2 Operating Agreement of Transplace.com Exhibit 2.2 to the LLC, dated April 19, 2000 Company's report on Form 8-K filed July 17, 2000 10 Second Amended and Restated Stock Option Plan Filed herewith 11 Statement Re: Computation of Per Share Earnings Filed herewith 27 June 30, 2000 Financial Data Schedule Filed herewith (b) Reports on Form 8-K. (i) A report on Form 8-K, filed April 17, 2000, regarding a news release on April 14, 2000, announcing the Company's operating revenues and earnings for the first quarter ended March 31, 2000. (ii) A report on Form 8-K, filed May 19, 2000, regarding a news release on May 18, 2000, announcing that higher fuel prices and a weak market for the sale of used trucks are affecting the Company's second quarter 2000 earnings. 13 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: August 14, 2000 By: /s/ John J. Steele --------------------------- ----------------------------- John J. Steele Vice President, Treasurer and Chief Financial Officer Date: August 14, 2000 By: /s/ James L. Johnson --------------------------- ----------------------------- James L. Johnson Vice President, Controller and Corporate Secretary 14