-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mqm2sWjM434W60GE2MoeebDZfA0a4rmYa2wXKItzdshjcj9qRv70IuqhV5V1K3px nP921mf+jLlvALhU2/8onQ== /in/edgar/work/0000793074-00-000013/0000793074-00-000013.txt : 20001115 0000793074-00-000013.hdr.sgml : 20001115 ACCESSION NUMBER: 0000793074-00-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WERNER ENTERPRISES INC CENTRAL INDEX KEY: 0000793074 STANDARD INDUSTRIAL CLASSIFICATION: [4213 ] IRS NUMBER: 470648386 STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-14690 FILM NUMBER: 767111 BUSINESS ADDRESS: STREET 1: 14507 FRONTIER ROAD STREET 2: P O BOX 45308 CITY: OMAHA STATE: NE ZIP: 68145 BUSINESS PHONE: 4028956640 10-Q 1 0001.txt 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 September 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 October 31, 2000, 47,006,202 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 September 30, 2000 and 1999 3 Consolidated Statements of Income for the Nine Months Ended September 30, 2000 and 1999 4 Consolidated Condensed Balance Sheets as of September 30, 2000 and December 31, 1999 5 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2000 and 1999 6 Notes to Consolidated Financial Statements as of September 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 12 PART II - OTHER INFORMATION Items 1, 2, 3, 4 and 5 - Not Applicable 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 nine-month periods ended September 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) September 30 - ----------------------------------------------------------------------------- 2000 1999 - ----------------------------------------------------------------------------- (Unaudited) Operating revenues $ 304,572 $ 270,144 ------------------------- Operating expenses: Salaries, wages and benefits 109,283 97,830 Fuel 35,237 21,600 Supplies and maintenance 26,895 23,027 Taxes and licenses 22,563 20,467 Insurance and claims 9,923 7,040 Depreciation 27,811 25,415 Rent and purchased transportation 48,603 45,382 Communications and utilities 3,688 3,394 Other (474) (2,852) ------------------------- Total operating expenses 283,529 241,303 ------------------------- Operating income 21,043 28,841 ------------------------- Other expense (income): Interest expense 2,043 1,731 Interest income (688) (355) Other (136) 83 ------------------------- Total other expense 1,219 1,459 ------------------------- Income before income taxes 19,824 27,382 Income taxes 7,533 10,405 ------------------------- Net income $ 12,291 $ 16,977 ========================= Average common shares outstanding 47,066 47,464 ========================= Basic earnings per share $ .26 $ .36 ========================= Diluted shares outstanding 47,191 47,741 ========================= Diluted earnings per share $ .26 $ .36 ========================= Dividends declared per share $ .025 $ .025 =========================
3 WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF INCOME
Nine Months Ended (In thousands, except per share amounts) September 30 - ----------------------------------------------------------------------------- 2000 1999 - ----------------------------------------------------------------------------- (Unaudited) Operating revenues $ 903,193 $ 771,770 ------------------------- Operating expenses: Salaries, wages and benefits 320,135 282,397 Fuel 98,285 53,819 Supplies and maintenance 78,534 64,190 Taxes and licenses 66,211 60,071 Insurance and claims 25,127 24,311 Depreciation 80,926 73,606 Rent and purchased transportation 164,968 131,565 Communications and utilities 10,849 9,904 Other (3,838) (7,868) ------------------------- Total operating expenses 841,197 691,995 ------------------------- Operating income 61,996 79,775 ------------------------- Other expense (income): Interest expense 6,256 4,574 Interest income (1,760) (1,028) Other 204 140 ------------------------- Total other expense 4,700 3,686 ------------------------- Income before income taxes 57,296 76,089 Income taxes 21,772 28,914 ------------------------- Net income $ 35,524 $ 47,175 ========================= Average common shares outstanding 47,073 47,389 ========================= Basic earnings per share $ .75 $ 1.00 ========================= Diluted shares outstanding 47,260 47,648 ========================= Diluted earnings per share $ .75 $ .99 ========================= Dividends declared per share $ .075 $ .075 =========================
4 WERNER ENTERPRISES, INC. CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands) September 30 December 31 - ----------------------------------------------------------------------------- 2000 1999 - ----------------------------------------------------------------------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 19,416 $ 15,368 Accounts receivable, net 131,107 127,211 Accounts receivable from unconsolidated affiliate 3,219 - Other receivables 13,637 11,217 Prepaid taxes, licenses and permits 3,706 12,423 Other current assets 29,950 22,608 -------------------------- Total current assets 201,035 188,827 -------------------------- Property and equipment 1,002,222 970,609 Less - accumulated depreciation 296,918 262,557 -------------------------- Property and equipment, net 705,304 708,052 -------------------------- Notes receivable 3,849 - Investment in unconsolidated affiliate 5,074 - -------------------------- $ 915,262 $ 896,879 ========================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 28,609 $ 35,686 Short-term debt - 25,000 Insurance and claims accruals 35,378 32,993 Accrued payroll 16,390 11,846 Other current liabilities 25,134 15,681 -------------------------- Total current liabilities 105,511 121,206 -------------------------- Long-term debt 115,000 120,000 Insurance, claims and other long-term accruals 30,301 30,301 Deferred income taxes 139,481 130,600 Stockholders' equity 524,969 494,772 -------------------------- $ 915,262 $ 896,879 ==========================
5 WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended (In thousands) September 30 - ----------------------------------------------------------------------------- 2000 1999 - ----------------------------------------------------------------------------- (Unaudited) Cash flows from operating activities: Net income $ 35,524 $ 47,175 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 80,926 73,606 Deferred income taxes 8,881 11,794 Gain on disposal of operating equipment (4,856) (8,842) Equity in income of unconsolidated affiliate (74) - Tax benefit from exercise of stock options 66 659 Insurance claims and other long-term accruals - 500 Changes in certain working capital items: Accounts receivable, net (3,896) (40,727) Prepaid expenses and other current assets (4,264) 3,044 Accounts payable (7,077) (5,872) Other current liabilities 16,372 18,595 ------------------------- Net cash provided by operating activities 121,602 99,932 ------------------------- Cash flows from investing activities: Additions to property and equipment (129,625) (188,157) Proceeds from sales of property and equipment 52,330 57,080 Investment in unconsolidated affiliate (5,000) - Proceeds from collection of notes receivable 124 - ------------------------- Net cash used in investing activities (82,171) (131,077) ------------------------- Cash flows from financing activities: Proceeds from issuance of short-term debt - 30,000 Repayments of short-term debt (25,000) (15,000) Proceeds from issuance of long-term debt 10,000 20,000 Repayments of long-term debt (15,000) - Dividends on common stock (3,533) (3,552) Repurchases of common stock (2,135) - Stock options exercised 285 2,151 ------------------------- Net cash provided by (used in) financing activities (35,383) 33,599 ------------------------- Net increase in cash and cash equivalents 4,048 2,454 Cash and cash equivalents, beginning of period 15,368 15,913 ------------------------- Cash and cash equivalents, end of period $ 19,416 $ 18,367 ========================= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 5,949 $ 5,098 Income taxes $ 3,915 $ 11,158 Supplemental schedule of non-cash investing activities: Notes receivable issued upon sale of revenue equipment $ 3,973 $ -
6 WERNER ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Investment in Unconsolidated Affiliate 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 - Covenant Transport, Inc.; J. B. Hunt Transport Services, Inc.; M. S. Carriers, Inc.; Swift Transportation Co., Inc.; U. S. Xpress Enterprises, Inc.; and Werner Enterprises, Inc. Accordingly, the Company is accounting for its investment in TPC using the equity method. At September 30, 2000, the investment in unconsolidated affiliate includes a $5,000,000 investment in TPC plus the Company's 15% equity in the cumulative earnings of unconsolidated affiliate of $74,000. (2) Long-Term Debt Long-term debt consists of the following (in thousands):
September 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 September 30, 2000) based on the London Interbank Offered Rate (LIBOR) and mature at various dates from August 2002 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 September 30, 2000. (3) Commitments As of September 30, 2000, the Company has commitments for capital expenditures of approximately $28 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. The Company assumes no obligation to update any forward-looking statement to the extent it becomes aware that it will not be achieved for any reason. Financial Condition: During the nine months ended September 30, 2000, the Company generated cash flow from operations of $121.6 million. The cash flow from operations enabled the Company to make net property additions, primarily revenue equipment, of $77.3 million, invest $5.0 million in Transplace.com, repay $30.0 million of debt, repurchase common stock of $2.1 million, and pay common stock dividends of $3.5 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. During the quarter ended September 30, 2000, the Company purchased 2,000 shares of its common stock pursuant to a standing authorization of the Company's board of directors dated December 29, 1997. The Company's board of directors approved the purchase of up to 2,500,000 shares with this authorization. As of September 30, 2000, the Company had purchased a total of 1,218,526 shares, leaving 1,281,474 shares available for repurchase. The Company's debt to equity ratio at September 30, 2000 was 21.9%, 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 18.0% at September 30, 2000 compared to 22.7% at December 31, 1999. 8 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 Nine Months Ended September 30 September 30 2000 1999 2000 1999 ------------------ ----------------- Operating revenues 100.0% 100.0% 100.0% 100.0% ------------------ ----------------- Operating expenses: Salaries, wages and benefits 35.9 36.2 35.4 36.6 Fuel 11.6 8.0 10.9 7.0 Supplies and maintenance 8.8 8.5 8.7 8.3 Taxes and licenses 7.4 7.6 7.3 7.8 Insurance and claims 3.3 2.6 2.8 3.2 Depreciation 9.1 9.4 8.9 9.5 Rent and purchased transportation 16.0 16.8 18.3 17.0 Communications and utilities 1.2 1.3 1.2 1.3 Other (0.2) (1.1) (0.4) (1.0) ------------------ ----------------- Total operating expenses 93.1 89.3 93.1 89.7 ------------------ ----------------- Operating income 6.9 10.7 6.9 10.3 Net interest expense and other 0.4 0.5 0.6 0.5 ------------------ ----------------- Income before income taxes 6.5 10.2 6.3 9.8 Income taxes 2.5 3.9 2.4 3.7 ------------------ ----------------- Net income 4.0% 6.3% 3.9% 6.1% ================== =================
Three Months Ended September 30, 2000 and 1999 - ---------------------------------------------- Operating revenues increased 12.7% for the three months ended September 30, 2000, compared to the same period of the prior year, due in part to a 6.6% increase in the average number of tractors in service. Average tractors in service increased from 6,949 in third quarter 1999 to 7,410 in third quarter 2000. Revenue per mile, excluding fuel surcharges, increased 3.4% and revenue per mile, including fuel surcharges, increased 8.4% compared to third quarter 1999. Excluding fuel surcharge revenues, trucking revenues increased 9% for the three months ended September 30, 2000 compared to the same period of the prior year. These increases were offset by a $3.1 million decrease (23% decrease) in revenues from logistics and other non-trucking transportation services due to the Company transferring logistics business to Transplace.com on June 30, 2000. See discussion of Transplace.com below. Freight demand during much of third quarter 2000 was slightly less than anticipated, when compared to the same period a year ago. The Company experienced a small increase in its empty mile percentage and a small decrease in miles per truck when compared to third quarter 1999. Over the past several months, the Company has increased its focus on margin improvement and debt reduction rather than on growth. Progress has been achieved this quarter through increases in revenue per mile as discussed above, the reduction of controllable costs, and improved efficiency. Until market conditions improve, the Company anticipates growing its fleet at a slower rate. However, when market conditions improve, the Company intends to increase its growth rate. 9 Operating expenses, expressed as a percentage of operating revenues, were 93.1% for the three months ended September 30, 2000, compared to 89.3% for the three months ended September 30, 1999. The Company's increase in revenue per mile discussed above resulted in a decrease in several expense categories as a percentage of revenue, as described in the following pages. 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 most of Werner's logistics business is no longer shown in the Company's income statements as operating revenues and operating expenses (primarily rent and purchased transportation expense), respectively, beginning in this third quarter 2000. Werner is accounting for its approximate 15% investment in Transplace.com using the equity method of accounting. Thus, Werner accrues its percentage share of the earnings of Transplace.com in its income statement as a non-operating item. Werner's logistics business, which was transferred to Transplace.com, accounted for an approximate 4% reduction in total revenues in third quarter 2000. Salaries, wages and benefits decreased from 36.2% to 35.9% of revenues due primarily to the increase in revenue per mile. 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. Fuel increased from 8.0% to 11.6% 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 approximately 50% higher in third quarter 2000 compared to third quarter 1999. The Company's customer fuel surcharge reimbursement programs recovered approximately 90% of the increase in fuel cost in third quarter 2000 compared to third quarter 1999. However, fuel prices in the third quarter of 1999 were over 40% higher than the third quarter of 1998, which reduced earnings per share in the third quarter of 1999 by approximately six cents per share. A portion of the fuel expense increase was not recovered during third 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 continues to work with customers to improve 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 fourth quarter 2000 and beyond will be adversely impacted to the extent the higher costs are not recovered from customers. Supplies and maintenance expense increased from 8.5% to 8.8% of revenues due in part to higher driver travel, driver lodging, driver advertising, and over-the-road maintenance expense. Insurance and claims increased from 2.6% to 3.3% of revenues due in part to abnormal increases in property damage and cargo claims. Depreciation decreased from 9.4% to 9.1% of revenues due to higher revenue per truck. Rent and purchased transportation decreased from 16.8% to 16.0% of revenues due primarily to transferring most of the Company's logistics business to Transplace.com and a slight decrease in owner-operator miles as a percentage of total miles, offset by rent expense associated with 10 tractors under operating leases and higher reimbursements to owner- operators for the higher cost of fuel. The Company has experienced difficulty in recruiting and retaining owner-operators because of high fuel prices, resulting in a reduction of the number of owner-operator contracts from 1,230 as of September 30, 1999 to 1,200 as of September 30, 2000. The Company is currently paying owner operators based on fuel surcharge reimbursements received from customers. 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. Other operating expenses changed from (1.1)% to (0.2)% 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 third quarter 2000 compared to the third 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 fourth quarter 2000 may be adversely impacted in relation to the comparable period of 1999. Nine Months Ended September 30, 2000 and 1999 - --------------------------------------------- Operating revenues increased by 17.0% for the nine months ended September 30, 2000, compared to the same period of the previous year, primarily due to a 9.0% increase in the average number of tractors. Revenue per mile, excluding fuel surcharges, increased 2.8% due primarily to rate increases. A $8.2 million increase in revenues from logistics and other non-trucking transportation services, primarily during the first six months of 2000, also contributed to the overall increase in operating revenues. The Company transferred most of its logistics business to Transplace.com on June 30, 2000. Operating expenses, expressed as a percentage of operating revenues, were 93.1% for the nine months ended September 30, 2000, compared to 89.7% 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 (18.8% in 2000 compared to 17.9% in 1999), resulted in a shift in costs to the rent and purchased transportation expense category from several other expense categories. Salaries, wages and benefits decreased from 36.6% to 35.4% of revenues, due to the increase in logistics and other non-trucking transportation revenues, more owner-operator miles as a percentage of total miles, and the increase in revenue per mile. Fuel increased from 7.0% to 10.9% of revenues due mainly to higher fuel prices, on average, during the nine months ended September 30, 2000, compared to the same period of 1999. Supplies and maintenance increased from 8.3% to 8.7% of revenues due primarily to higher tractor and trailer maintenance costs and higher driver travel, lodging, and advertising expenses, 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 7.8% to 7.3% of revenues due primarily to the increase in logistics and other non-trucking revenues. Insurance and claims decreased from 3.2% to 2.8% 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 nine months ended September 30, 2000. Depreciation decreased from 9.5% 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, and leased tractors. Rent and purchased transportation increased from 17.0% to 18.3% of revenues due to the increase in logistics and other non-trucking transportation services, the increase in owner-operator miles as a percentage of total miles, reimbursements to owner-operators for the higher costs of fuel, and leased tractors. Other operating expenses changed from (1.0)% to (0.4)% of revenues due to a weaker used truck market during the nine months ended September 30, 2000, which reduced the average gain per truck sold and the number of trucks sold. 11 Accounting Standards: In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"). SFAS 133, effective for all fiscal quarters of fiscal years beginning after June 15, 2000, establishes standards for reporting and display of derivative instruments and for hedging activities. Management believes that SFAS 133 will not have a material effect on the financial position or results of operations of the Company. 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 September 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 September 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 September 30, 2000, the Company had no derivative financial instruments to reduce its exposure to fuel price fluctuations. 12 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit Incorporated Number Description by Reference to ------- ----------- --------------- 11 Statement Re: Computation of Per Share Earnings Filed herewith 27 September 30, 2000 Financial Data Schedule Filed herewith (b) Reports on Form 8-K. (i) A report on Form 8-K, filed July 17, 2000, regarding the transfer of the Company's transportation logistics business and related intangible assets, effective June 30, 2000, to Transplace.com, LLC in exchange for an approximate 15% equity interest in Transplace.com and regarding a related news release on July 13, 2000, announcing that Transplace.com had commenced operations on July 1, 2000. (ii) A report on Form 8-K, filed July 25, 2000, regarding a news release on July 20, 2000, announcing the Company's operating revenues and earnings for the second quarter ended June 30, 2000. 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: November 14, 2000 By: /s/ John J. Steele ------------------------------ ------------------------------ John J. Steele Vice President, Treasurer and Chief Financial Officer Date: November 14, 2000 By: /s/ James L. Johnson ------------------------------ ------------------------------ James L. Johnson Vice President, Controller and Corporate Secretary 14 EX-11 2 0002.txt EXHIBIT 11 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS ------------------------------------------------ (in thousands, except per share amounts)
Three Months Ended Nine Months Ended September 30 September 30 -------------------- -------------------- 2000 1999 2000 1999 -------------------- -------------------- Net income $ 12,291 $ 16,977 $ 35,524 $ 47,175 ==================== ==================== Average common shares outstanding 47,066 47,464 47,073 47,389 Common stock equivalents (1) 125 277 187 259 -------------------- -------------------- Diluted shares outstanding 47,191 47,741 47,260 47,648 ==================== ==================== Basic earnings per share $ .26 $ .36 $ .75 $ 1.00 ==================== ==================== Diluted earnings per share $ .26 $ .36 $ .75 $ .99 ==================== ====================
(1) Common stock equivalents represent the dilutive effect of outstanding stock options for all periods presented. EX-27 3 0003.txt
5 1,000 9-MOS DEC-31-2000 JAN-01-2000 SEP-30-2000 19,416 0 131,107 0 0 201,035 1,002,222 296,918 915,262 105,511 0 0 0 483 524,486 915,262 903,193 903,193 0 841,197 (1,556) 0 6,256 57,296 21,772 35,524 0 0 0 35,524 .75 .75
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