-----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, DdZpvQreM/f7xA6yTCu1OXGjAPoRQSEwC1+jy/Ow1+chQDwOKYx6N5bEKIQMEu6x JmulsBtgLH7neUvKgDMueg== 0000793074-02-000023.txt : 20021022 0000793074-02-000023.hdr.sgml : 20021022 20021022080901 ACCESSION NUMBER: 0000793074-02-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021015 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WERNER ENTERPRISES INC CENTRAL INDEX KEY: 0000793074 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 470648386 STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14690 FILM NUMBER: 02794437 BUSINESS ADDRESS: STREET 1: 14507 FRONTIER ROAD STREET 2: P O BOX 45308 CITY: OMAHA STATE: NE ZIP: 68145 BUSINESS PHONE: 4028956640 8-K 1 wern8k101502.txt WERNER ENTERPRISES, INC. 8K 10/15/02 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2002 ---------------------- WERNER ENTERPRISES, INC. (Exact name of registrant as specified in its charter) NEBRASKA 0-14690 47-0648386 (State or other jurisdiction of (Commission File (IRS Employer incorporation or organization) Number) Identification No.) 14507 FRONTIER ROAD POST OFFICE BOX 45308 OMAHA, NEBRASKA 68145 (402)895-6640 (Address of principal (Zip Code) (Registrant's telephone number) executive offices) ITEM 5. OTHER EVENTS. On October 15, 2002, the registrant issued a news release announcing its operating revenues and earnings for the third quarter ended September 30, 2002. A copy of the news release is filed as an exhibit to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit 99.1 News release issued by the registrant on October 15, 2002. 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 hereunto duly authorized. WERNER ENTERPRISES, INC. Date: October 21, 2002 By: /s/ John J. Steele -------------------- ----------------------------- John J. Steele Vice President, Treasurer and Chief Financial Officer Date: October 21, 2002 By: /s/ James L. Johnson -------------------- ----------------------------- James L. Johnson Vice President, Controller and Corporate Secretary EX-99 3 wern3q02.txt WERNER ENTERPRISES, INC. 8K 10/15/02 WERNER ENTERPRISES, INC. 14507 Frontier Road P. O. Box 45308 Omaha, Nebraska 68145 FOR IMMEDIATE RELEASE Contact: Robert E. Synowicki, Jr. - --------------------- Executive Vice President and Chief Information Officer (402) 894-3000 John J. Steele Vice President, Treasurer and Chief Financial Officer (402) 894-3036 WERNER ENTERPRISES REPORTS FOURTH CONSECUTIVE QUARTER OF HIGHER OPERATING REVENUES AND EARNINGS Omaha, Nebraska, October 15, 2002: - --------------------------------- Werner Enterprises, Inc. (Nasdaq:WERN-news), one of the nation's largest truckload transportation companies, today reported higher operating revenues and earnings for the third quarter ended September 30, 2002. Operating revenues increased 4% to $336.1 million compared to $322.6 million in third quarter 2001. Net income increased 35% to $16.8 million compared to $12.5 million in third quarter 2001. Earnings per share for third quarter 2002 were $.26 per share, or 33% higher than the $.19 per share earned in third quarter 2001. "Continued stronger freight demand from our customers helped Werner Enterprises post its fourth consecutive quarter of improved operating revenues, improved operating margin, and improved earnings," said Chairman and Chief Executive Officer, Clarence (C.L.) Werner. "Daily freight volumes during third quarter were consistently higher than the weaker volumes of a year ago. We improved our rate per mile by three cents a mile, or 2.5%, compared to the same quarter a year ago. A better economy and tightening truck capacity contributed to the improvement. Truck capacity is being constrained due to limited fleet growth at most truckload carriers, trucking company failures that are pulling capacity out of the market, and minimal industry-wide truck additions due to significant concerns with new truck engines manufactured after October 1. Our people and advanced technology also deserve much of the credit for our improved results. We are making good freight decisions and delivering premium on-time service. This is helping us make steady progress toward our goal of better margins and returns." Beginning mid-April of this year, the Company's daily ratio of "loads available to trucks available" improved compared to a year ago. This trend continued during third quarter 2002 and through the first half of October 2002. Demand was strong in most geographic markets and in most freight markets. Werner continues to focus on serving a diversified group of service-sensitive customers in the consumer non- durable goods sector. Within the Company's largest freight market, retail and consumer products, most of Werner's largest customers had solid increases in their freight shipments on a year-over-year basis. As trucking company failures remain high and insurance is not available for many small truckers, shippers are continuing to consolidate their core group of trucking company providers with carriers like Werner Enterprises. Effective October 1, 2002 all newly manufactured truck engines must be compliant with the engine emission standards mandated by the Environmental Protection Agency (EPA), or be subject to a cost penalty imposed by the EPA. All truck engines manufactured prior to October 1 are not subject to these emission standards. Management's analysis has led to significant concerns about the reliability, fuel efficiency, cost, and warranties of the new engines. There has been insufficient time to test a significant sample of the new engines for use in the Company's fleet. Werner reduced the average age of its already-young company truck fleet from 1.5 years as of December 2001 to 1.2 years as of September 2002. The Company expects to take delivery of new trucks with pre-October engines during fourth quarter 2002. This is expected to further reduce the average age of the company truck fleet to about 1.0 years as of December 2002. Truck purchases in 2003 will be dependent on the results of the Company's further testing and analysis of the new engines, including both the EGR engine manufactured by Detroit Diesel and the ACERT engine manufactured by Caterpillar. Because of truckload carrier concerns with new truck engines and lower industry production of new trucks over the last three years, the resale value of Werner's premium used trucks has improved. Even though management increased the number of trucks sold this year to keep the overall size of our fleet from growing, used truck pricing has improved. Gains on sales of equipment are reflected as a reduction of Other Operating Expenses in our income statement and amounted to $0.6 million in third quarter 2002 compared to a loss of $0.1 million in third quarter 2001. Average diesel fuel prices were higher than historical levels and increased steadily throughout third quarter 2002. However, fuel prices averaged five cents per gallon lower than third quarter 2001. While fuel prices have been increasing during third quarter 2002 due to pending concerns in the Middle East, fuel prices in third quarter 2001 began to decrease toward the end of the quarter. As of October 15, 2002, fuel prices are 18 cents per gallon higher than the fuel prices of October 15, 2001. The Company experienced a slight negative impact due to rising fuel prices in third quarter 2002 compared to third quarter 2001. To minimize the effect of fluctuating fuel prices on the Company's business, Werner collects fuel surcharge revenues from its customers. These surcharge programs, which automatically adjust weekly based on fuel price changes, continued to be in effect during third quarter 2002. Most of the higher cost of fuel is recovered in higher fuel surcharge revenues, except for miles that are not billable to the customer, out-of-route miles, and truck engine idling. Fuel surcharge revenues were $3.6 million lower in third quarter 2002 compared to third quarter 2001. Over the past several months, we have been meeting with customers to explain the current state of the truckload industry. Both truckload industry and Company margins, while improving, are below acceptable levels for the investment and risk of operating in this industry. We are actively negotiating rate increases. We continue to be diligent with our plans to keep fleet growth at a slower rate until our margin and return percentages are at least consistent with historical percentages achieved during the 1990's. We fully expect there will be good opportunity to accelerate fleet growth in the future as the economic environment improves or as more truckload capacity leaves the marketplace. During third quarter 2002, the Company purchased 124,500 shares of its common stock at an average price of $17.75 per share, for a total of $2.2 million. The Company's financial position remains very strong as invested cash of $91.7 million exceeds remaining debt of $50.0 million. $30.0 million of the remaining debt will be repaid when these notes mature in November 2002. The remaining $20.0 million of debt matures in December 2003. Werner has no equipment operating leases as of September 2002 and, therefore, has no off-balance sheet equipment debt. Stockholders' equity has grown to $629.9 million, or $9.89 per share. The Company's cash flow from operations remains strong and was $77.5 million for third quarter 2002 compared to $65.3 million for third quarter 2001. "I am proud of our consistent record of strong financial results in all types of economies. Today, Werner Enterprises is uniquely positioned with an extremely new fleet, a virtually debt-free balance sheet, strong cash flow, and the best people and technology in the business," said C.L. Werner.
INCOME STATEMENT DATA (Unaudited) (In thousands, except per share amounts) Quarter % of Quarter % of Ended Operating Ended Operating 9/30/02 Revenues 9/30/01 Revenues -------- -------- -------- -------- Operating revenues $336,096 100.0 $322,618 100.0 -------- -------- -------- -------- Operating expenses: Salaries, wages and benefits 120,303 35.8 115,020 35.7 Fuel 32,321 9.6 33,560 10.4 Supplies and maintenance 28,798 8.6 31,723 9.8 Taxes and licenses 24,348 7.3 23,529 7.3 Insurance and claims 13,233 3.9 9,866 3.1 Depreciation 30,632 9.1 29,005 9.0 Rent and purchased transportation 55,285 16.4 54,935 17.0 Communications and utilities 3,610 1.1 3,277 1.0 Other 410 0.1 1,082 0.3 -------- -------- -------- -------- Total operating expenses 308,940 91.9 301,997 93.6 -------- -------- -------- -------- Operating income 27,156 8.1 20,621 6.4 -------- -------- -------- -------- Other expense (income): Interest expense 757 0.2 775 0.2 Interest income (628) (0.2) (585) (0.2) Other 156 0.1 506 0.2 -------- -------- -------- -------- Total other expense 285 0.1 696 0.2 -------- -------- -------- -------- Income before income taxes 26,871 8.0 19,925 6.2 Income taxes 10,076 3.0 7,472 2.3 -------- -------- -------- -------- Net income $16,795 5.0 $12,453 3.9 ======== ======== ======== ======== Diluted shares outstanding 65,128 64,353 ======== ======== Diluted earnings per share $.26 $.19 ======== ======== OPERATING STATISTICS (Quarter Ended September 30) % Change -------- Average monthly miles per tractor 10,283 (0.6%) 10,347 Average revenues per total mile (1) $1.242 2.5% $1.212 Average revenues per loaded mile (1) $1.372 2.3% $1.341 Average percentage of empty miles 9.52% (1.0%) 9.62% Average tractors in service 7,885 1.9% 7,735 Average revenues per truck per week (1) $2,947 1.8% $2,894 Non-trucking revenues (in thousands) $25,792 30.4% $19,779 Capital expenditures, net $68,786 $24,754 Cash flow from operations $77,541 $65,250 Total tractors (at quarter end) Company 6,900 6,615 Owner-operator 1,050 1,135 -------- -------- Total tractors 7,950 7,750 Total trailers (at quarter end) 20,200 19,800
(1) Net of fuel surcharge revenues.
INCOME STATEMENT DATA (Unaudited) (In thousands, except per share amounts) Nine Months % of Nine Months % of Ended Operating Ended Operating 9/30/02 Revenues 9/30/01 Revenues -------- -------- -------- -------- Operating revenues $989,076 100.0 $949,972 100.0 -------- -------- -------- -------- Operating expenses: Salaries, wages and benefits 358,222 36.2 338,956 35.7 Fuel 87,783 8.9 104,338 11.0 Supplies and maintenance 89,966 9.1 87,942 9.2 Taxes and licenses 72,953 7.4 69,799 7.3 Insurance and claims 37,632 3.8 31,518 3.3 Depreciation 89,355 9.0 87,108 9.2 Rent and purchased transportation 168,552 17.1 160,452 16.9 Communications and utilities 10,971 1.1 10,587 1.1 Other 2,063 0.2 2,659 0.3 -------- -------- -------- -------- Total operating expenses 917,497 92.8 893,359 94.0 -------- -------- -------- -------- Operating income 71,579 7.2 56,613 6.0 -------- -------- -------- -------- Other expense (income): Interest expense 2,316 0.2 3,015 0.3 Interest income (1,904) (0.2) (2,033) (0.2) Other 787 0.1 1,232 0.2 -------- -------- -------- -------- Total other expense 1,199 0.1 2,214 0.3 -------- -------- -------- -------- Income before income taxes 70,380 7.1 54,399 5.7 Income taxes 26,392 2.7 20,400 2.1 -------- -------- -------- -------- Net income $43,988 4.4 $33,999 3.6 ======== ======== ======== ======== Diluted shares outstanding 65,209 63,946 ======== ======== Diluted earnings per share $.67 $.53 ======== ======== OPERATING STATISTICS (Nine Months Ended September 30) % Change -------- Average monthly miles per tractor 10,308 (0.1%) 10,316 Average revenues per total mile (1) $1.227 2.1% $1.202 Average revenues per loaded mile (1) $1.357 1.6% $1.336 Average percentage of empty miles 9.60% (4.2%) 10.02% Average tractors in service 7,914 3.1% 7,676 Average revenues per truck per week (1) $2,919 2.0% $2,861 Non-trucking revenues (in thousands) $71,308 32.3% $53,910 Capital expenditures, net $153,499 $101,932 Cash flow from operations $177,792 $183,810 Total tractors (at quarter end) Company 6,900 6,615 Owner-operator 1,050 1,135 -------- -------- Total tractors 7,950 7,750 Total trailers (at quarter end) 20,200 19,800
(1) Net of fuel surcharge revenues.
BALANCE SHEET DATA (In thousands) 9/30/02 12/31/01 -------- -------- ASSETS (Unaudited) Current assets: Cash and cash equivalents $91,739 $74,366 Accounts receivable, trade, less allowance of $5,489 and $4,966, respectively 126,725 121,354 Other receivables 9,058 8,527 Inventories and supplies 9,763 8,432 Prepaid taxes, licenses, and permits 3,702 12,333 Other current assets 16,640 11,055 ---------- --------- Total current assets 257,627 236,067 ---------- --------- Property and equipment 1,157,894 1,069,605 Less - accumulated depreciation 378,098 354,122 ---------- --------- Property and equipment, net 779,796 715,483 ---------- --------- Other non-current assets 13,300 12,464 ---------- --------- $1,050,723 $964,014 ========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $46,533 $33,188 Current portion of long-term debt 30,000 30,000 Insurance and claims accruals 46,497 40,254 Accrued payroll 20,340 15,008 Current deferred income taxes 20,473 20,473 Other current liabilities 17,009 13,334 ---------- --------- Total current liabilities 180,852 152,257 ---------- --------- Long-term debt, net of current portion 20,000 20,000 Insurance and claims accruals, net of current portion 45,801 38,801 Deferred income taxes 174,168 162,907 Stockholders' equity: Common stock, $.01 par value, 200,000,000 shares authorized; 64,427,780 shares issued; 63,680,423 and 63,636,823 shares outstanding, respectively 644 644 Paid-in capital 107,004 106,058 Retained earnings 531,103 490,942 Accumulated other comprehensive loss (101) (43) Treasury stock, at cost; 747,357 and 790,957 shares, respectively (8,748) (7,552) ---------- --------- Total stockholders' equity 629,902 590,049 ---------- --------- $1,050,723 $964,014 ========== =========
Werner Enterprises is a full-service transportation company providing truckload services throughout the 48 states, portions of Canada and Mexico. C.L. Werner founded the Company in 1956. Werner is one of the nation's largest truckload carriers with a fleet of 7,950 trucks and 20,200 trailers. Werner Enterprises' common stock is traded on The Nasdaq Stock Market under the symbol WERN. The Werner Enterprises web site address is www.werner.com. Note: This press release contains forward-looking statements, which are based on information currently available. Actual results could differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2001. 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. -----END PRIVACY-ENHANCED MESSAGE-----