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 March 31, 1995 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 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 April 30, 1995, 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 March 31, 1995 are not necessarily indicative of the results that may be expected for the year ending 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 year ended December 31, 1994). Consolidated Statements of Income for the Three Months Ended March 31, 1995 and 1994 ...................... Page 3 Consolidated Condensed Balance Sheets as of March 31, 1995 and December 31, 1994 ............................ Page 4 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1995 and 1994 ...................... Page 5 Notes to Consolidated Financial Statements as of March 31, 1995 ............................................ Page 6 2 WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF INCOME Three Months Ended (Amounts in thousands, except per share data) March 31 1995 1994 (Unaudited) Operating revenues $132,434 $115,993 Operating expenses: Salaries, wages and benefits 47,361 41,394 Fuel 10,841 9,577 Supplies and maintenance 12,795 10,336 Taxes and licenses 12,129 10,849 Insurance and claims 4,493 4,300 Depreciation 15,271 12,354 Rent and purchased transportation 16,451 13,666 Communications and utilities 2,082 2,371 Other (1,587) (520) Total operating expenses 119,836 104,327 Operating income 12,598 11,666 Other expense (income): Interest expense 493 128 Interest income (241) (140) Other 31 30 Total other expense 283 18 Income before income taxes 12,315 11,648 Income taxes 4,803 4,470 Net income $ 7,512 $ 7,178 Average common shares outstanding 25,198 25,331 Earnings per share $ .30 $.28 <FN> 3 WERNER ENTERPRISES, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands) March 31 December 31 1995 1994 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 8,071 $ 11,660 Accounts receivable, net 48,625 52,522 Prepaid expenses and other current assets 22,780 23,994 Total current assets 79,476 88,176 Property and equipment 492,792 479,289 Less - accumulated depreciation 116,131 113,828 Property and equipment, net 376,661 365,461 $456,137 $453,637 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 13,763 $ 18,564 Accrued payroll 8,887 9,888 Income taxes payable 5,517 5,659 Other current liabilities 24,624 23,176 Total current liabilities 52,791 57,287 Long-term debt 30,000 30,000 Insurance and claims accruals 20,300 21,300 Other long-term liabilities 3,136 3,136 Deferred income taxes 67,655 65,500 Stockholders' equity 282,255 276,414 $456,137 $453,637 4 WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended (In thousands) March 31 1995 1994 (Unaudited) Cash flows from operating activities: Net income $ 7,512 $ 7,178 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 15,271 12,354 Deferred income taxes 2,155 1,677 Gain on disposal of operating equipment (1,909) (709) Tax benefit from exercise of stock options - 98 Other long-term liabilities (1,000) 946 Changes in certain working capital items: Accounts receivable, net 3,897 732 Prepaid expenses and other current assets 1,214 602 Accounts payable (4,801) (4,054) Accrued payroll (1,001) 200 Other current liabilities 1,181 40 Net cash provided by operating activities 22,519 19,064 Cash flows from investing activities: Additions to property and equipment (34,866) (18,816) Retirements of property and equipment 10,304 5,211 Net cash used in investing activities (24,562) (13,605) Cash flows from financing activities: Repayments of capitalized lease obligations - (2,364) Dividends on common stock (630) (760) Repurchases of common stock (923) - Stock options exercised 7 97 Net cash used in financing activities (1,546) (3,027) Net increase (decrease) in cash and cash equivalents (3,589) 2,432 Cash and cash equivalents, beginning of period 11,660 9,815 Cash and cash equivalents, end of period $ 8,071 $12,247 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 460 $ 128 Income taxes 2,812 2,713 5 WERNER ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Commitments As of March 31, 1995, the Company has committed to capital expenditures of approximately $55,000,000 (net cost, after revenue equipment trade-in allowances of approximately $34,000,000). 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Financial Condition: During the three months ended March 31, 1995, the Company generated cash flow from operations of $22.5 million, which enabled the Company to make net property additions, primarily revenue equipment, of $24.6 million, pay common stock dividends of $.6 million and repurchase Company common stock of $.9 million. The Company's long-term debt to equity ratio at March 31, 1995 was 10.6%, compared with 10.9% at December 31, 1994. Results of Operations: Three Months Ended March 31, 1995 and 1994 Operating revenues increased 14% in the three months ended March 31, 1995, compared to the same period in the prior year. The average number of tractors increased by 8%. Revenue per loaded mile increased 4% while tractor utilization (total miles per tractor) was also somewhat higher. The increase in the average number of tractors was primarily due to expansion in the long- haul van, regional and dedicated markets. The revenue per mile increase was primarily the result of rate increases obtained by the Company and the continued expansion into markets where the average revenue per mile is typically higher and the average miles per trip are 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 90.5% for the three months ended March 31, 1995, compared to 89.9% for the three months ended March 31, 1994. Salaries, wages and benefits increased from 35.7% of revenues to 35.8% of revenues due primarily to a 2 cent per mile driver pay increase effective May 1, 1994 and other driver pay increases, offset by a reduction in the estimated liability for accrued driver payroll of $2,400,000 during the first quarter of 1995. Fuel costs were comparable to the first quarter of 1994. Supplies and maintenance increased from 8.9% of revenues to 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 favorable claims development. Depreciation increased from 10.6% of revenues to 11.5% of revenues due to the November 1994 purchase of satellite tracking equipment which was previously leased (and included in Communications and utilities), and an increase in the trailer to tractor 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 is the result of providing additional trailers to improve customer service and 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 (.4%) of revenues to (1.2%) of revenues due to an increase in gains realized on the sale of revenue equipment to 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 March 31, 1995, compared to 38.4% for the three months ended March 31, 1994. PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit Page Number or Incorporated Number Description by Reference to 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 sequentially numbered pages (b) Reports on Form 8-K - None 8 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: May 10, 1995 By:/s/Robert E. Synowicki Robert E. Synowicki, Vice President, Treasurer and Chief Financial Officer Date: May 10, 1995 By:/s/John J. Steele John J. Steele Vice President - Controller and Secretary 9