-----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, TuhBMOHhjqjXMooxlnak9AOmbPuJ4bJ0xnPokXxVKM+X3RJdFPDbEP5dOFZKavbK /KhHZhV3k0UlsB73fPS1rw== 0000793074-03-000002.txt : 20030129 0000793074-03-000002.hdr.sgml : 20030129 20030129172613 ACCESSION NUMBER: 0000793074-03-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030122 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030129 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: 03530582 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 wern8k012203.txt WERNER ENTERPRISES, INC. 8K 1/22/03 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): January 22, 2003 ---------------- 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 January 22, 2003, the registrant issued a news release announcing its operating revenues and earnings for the fourth quarter and year ended December 31, 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 January 22, 2003. 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: January 29, 2003 By: /s/ John J. Steele ---------------- ------------------------------ John J. Steele Vice President, Treasurer and Chief Financial Officer Date: January 29, 2003 By: /s/ James L. Johnson ---------------- ------------------------------ James L. Johnson Vice President, Controller and Corporate Secretary EX-99 3 wern4q02.txt WERNER ENTERPRISES, INC. 8K 1/22/03 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 FIFTH CONSECUTIVE QUARTER OF HIGHER OPERATING REVENUES AND EARNINGS Omaha, Nebraska, January 22, 2003: - --------------------------------- Werner Enterprises, Inc. (Nasdaq:WERN-news), one of the nation's largest truckload transportation companies, today reported higher operating revenues and earnings for the fourth quarter ended December 31, 2002. Operating revenues increased 10% to $352.4 million compared to $320.5 million in fourth quarter 2001. Net income increased 28% to $17.6 million compared to $13.7 million in fourth quarter 2001. Earnings per share for fourth quarter 2002 were $.27 per share, or 27% higher than the $.21 per share earned in fourth quarter 2001. For the year, operating revenues of $1.341 billion in 2002 were 6% higher than the $1.271 billion in 2001. Net income increased 29% to $61.6 million in 2002, compared to $47.7 million in 2001. Earnings per share increased 27% to $.94 per share in 2002, compared to $.74 per share in 2001. "Our freight demand during fourth quarter continued to be consistently better than our weaker demand of fourth quarter a year ago," said Chairman and Chief Executive Officer, Clarence (C.L.) Werner. "Much of the improvement was achieved by executing our plan of limited fleet growth and maintaining a diversified freight base emphasizing consumer non-durable goods. I am pleased we raised our operating margin to 7.9% in fourth quarter 2002, compared to 7.1% for the same quarter a year ago. One significant factor contributing to the steady improvement is that we raised our revenue per mile by three cents a mile, compared to the same quarter a year ago. While we made good progress this year improving our revenue per mile, more progress is needed." The Company's daily ratio of "loads available to trucks available" improved beginning in mid-April of this year compared to the corresponding days of 2001. However, through today, freight demand in January 2003 has weakened and is comparable to the weaker freight demand in the corresponding period of January 2002. The Company's largest freight market, retail and consumer products, is about 55% of the Company's total freight base. This market experienced a holiday selling season that was generally below expectations. The Company's largest retail customers have, for the most part, reported lower positive same- store sales growth in recent months. We have been continuing to meet with our customers to explain the state of the industry and obtain 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 the historical percentages achieved during the 1990's. We fully expect that 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. Industry-wide truck capacity in the truckload sector is being limited due to a number of factors. There are continuing concerns with the new EPA-compliant diesel engines. Trucking company failures are continuing at a pace much higher than normal. Some truckload carriers are having extreme difficulty obtaining adequate trucking insurance coverage at a reasonable price. Equipment lenders have tightened their credit policies for truck financing. Many truckload carriers, including Werner Enterprises, have slowed their fleet growth plans and some have downsized their fleets to improve their operating margins and returns. Effective October 1, 2002, all newly manufactured truck engines must comply with the engine emission standards mandated by the Environmental Protection Agency (EPA). All truck engines manufactured prior to October 1, 2002 are not subject to these new standards. For the first time in the Company's history, there was inadequate time prior to implementation for the engine manufacturers to provide a sufficient sample of new engines for testing. The Company is testing two types of EPA-compliant engines. To delay the business risk of buying new engines until adequate testing is completed, during 2002 Werner Enterprises significantly increased the purchase of trucks with pre-October engines. This reduced the average age of the company truck fleet from 1.5 years at December 31, 2001 to 1.2 years as of December 31, 2002. The Company received its remaining deliveries of new trucks with pre-October engines from its truck manufacturers in January 2003. The Company expects its new truck purchases during the rest of the first half of 2003 will be much lower than 2002. Truck purchases in the second half of 2003 will depend on the Company's ongoing testing and evaluation of the new engines. 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 from the historically low values of 2001. Gains on sales of equipment are reflected as a reduction of Other Operating Expenses in the Company's income statement and amounted to a gain of $1.7 million in fourth quarter 2002 compared to a loss of $0.2 million in fourth quarter of 2001, or an improvement of two cents per share. The Company expects its used truck pricing may remain better than 2001 for the near future. However, to the extent the Company purchases fewer new trucks in 2003, it may have fewer used trucks to sell in 2003. The extent of the Company's sales of used trucks in 2003 will depend on the ongoing testing of the new engines, freight demand, driver availability, and used truck pricing. Average diesel fuel prices during fourth quarter 2002 tracked at the second highest, fourth quarter level in the last six years. Prices during fourth quarter 2001 gradually declined as the quarter progressed. As a result, diesel fuel prices averaged about 20 cents per gallon higher in fourth quarter 2002. Fuel prices so far in January 2003 are tracking about 35 cents per gallon higher than the same period a year ago. To lessen the effect of fluctuating fuel prices on the Company's margins, Werner collects fuel surcharge revenues from its customers. These surcharge programs, which automatically adjust weekly through fuel surcharge price brackets, continued in effect. However, when fuel prices are increasing, the Company does not immediately recover the price increase until the price reaches a higher surcharge price bracket. The Company recouped much of the higher cost of fuel, except for miles not billable to customers, out-of-route miles, and truck engine idling. Fuel surcharge revenues were $5.4 million higher in fourth quarter 2002 than fourth quarter 2001. Higher fuel expense, net of fuel surcharge revenues, reduced earnings per share during fourth quarter 2002 by four cents per share compared to fourth quarter 2001. On November 15, Werner Enterprises previously announced a joint agreement to sell a portion of Werner's ownership interest in Transplace, a leading provider of transportation logistics services, to J.B. Hunt Transport Services, Inc. The sale was finalized on December 31, 2002 and reduced the Company's ownership stake in Transplace from 15.28% to 5%. Werner relinquished its seat on the Transplace Board of Directors. Transplace agreed to release Werner from restrictions on competition within the transportation logistics marketplace. The Company realized earnings of one cent per share during fourth quarter 2002, representing the Company's gain on sale of a portion of its ownership in Transplace, net of losses recorded on its investment in Transplace during the quarter. This is recorded as non-operating income in the Company's income statement. The Company's financial position remains very strong. Invested cash declined to $29.9 million due to the payoff of $30.0 million of debt and accelerated purchases of new trucks with pre-October engines during fourth quarter 2002. The Company's cash exceeds its only remaining debt of $20.0 million that matures in fourth quarter 2003. The Company has no truck or trailer operating leases and, therefore, has no off-balance sheet debt. Stockholders' equity has grown to $647.6 million, or over $10 per share. Cash flow from operations for fourth quarter 2002 was $48.5 million compared to $43.1 million in fourth quarter 2001. Capital expenditures, net, were $84.3 million in fourth quarter 2002 compared to $24.2 in fourth quarter 2001. "We look forward to the opportunities of 2003. Our new fleet, diversified freight base, proprietary operating technology, strong financial position, strong cash flow, and dedicated work force give me a great deal of confidence in the future success of Werner Enterprises," said C.L. Werner.
INCOME STATEMENT DATA (Unaudited) (In thousands, except per share amounts) Quarter % of Quarter % of Ended Operating Ended Operating 12/31/02 Revenues 12/31/01 Revenues -------- --------- -------- --------- Operating revenues $352,380 100.0 $320,547 100.0 -------- --------- -------- --------- Operating expenses: Salaries, wages and benefits 128,093 36.4 118,477 37.0 Fuel 37,406 10.6 27,160 8.5 Supplies and maintenance 30,006 8.5 29,940 9.3 Taxes and licenses 25,788 7.3 23,829 7.4 Insurance and claims 13,560 3.8 10,428 3.3 Depreciation 32,347 9.2 28,935 9.0 Rent and purchased transportation 54,019 15.3 53,884 16.8 Communications and utilities 3,837 1.1 3,778 1.2 Other (551) (0.1) 1,400 0.4 -------- --------- -------- --------- Total operating expenses 324,505 92.1 297,831 92.9 -------- --------- -------- --------- Operating income 27,875 7.9 22,716 7.1 -------- --------- -------- --------- Other expense (income): Interest expense 541 0.1 760 0.2 Interest income (436) (0.1) (595) (0.2) Other (454) (0.1) 559 0.2 -------- --------- -------- --------- Total other expense (349) (0.1) 724 0.2 -------- --------- -------- --------- Income before income taxes 28,224 8.0 21,992 6.9 Income taxes 10,585 3.0 8,247 2.6 -------- --------- -------- --------- Net income $17,639 5.0 $13,745 4.3 ======== ========= ======== ========= Diluted shares outstanding 65,252 64,768 ======== ======== Diluted earnings per share $.27 $.21 ======== ======== OPERATING STATISTICS (Quarter Ended December 31) % Change -------- Average monthly miles per tractor 10,238 (0.3%) 10,273 Average revenues per total mile (1) $1.257 2.4% $1.227 Average revenues per loaded mile (1) $1.390 2.2% $1.360 Average percentage of empty miles 9.57% (2.1%) 9.78% Average tractors in service 8,145 4.9% 7,766 Average revenues per truck per week (1) $2,969 2.0% $2,910 Non-trucking revenues (in thousands) $25,822 28.5% $20,091 Capital expenditures, net $84,291 $24,220 Cash flow from operations $48,479 $43,110 Total tractors (at quarter end) Company 7,180 6,640 Owner-operator 1,020 1,135 ------- ------- Total tractors 8,200 7,775 Total trailers (at quarter end) 20,880 19,775
(1) Net of fuel surcharge revenues.
INCOME STATEMENT DATA (In thousands, except per share amounts) Year % of Year % of Ended Operating Ended Operating 12/31/02 Revenues 12/31/01 Revenues ---------- --------- ---------- --------- Operating revenues $1,341,456 100.0 $1,270,519 100.0 ---------- --------- ---------- --------- Operating expenses: Salaries, wages and benefits 486,315 36.3 457,433 36.0 Fuel 125,189 9.3 131,498 10.3 Supplies and maintenance 119,972 8.9 117,882 9.3 Taxes and licenses 98,741 7.4 93,628 7.4 Insurance and claims 51,192 3.8 41,946 3.3 Depreciation 121,702 9.1 116,043 9.2 Rent and purchased transportation 222,571 16.6 214,336 16.9 Communications and utilities 14,808 1.1 14,365 1.1 Other 1,512 0.1 4,059 0.3 ---------- --------- ---------- --------- Total operating expenses 1,242,002 92.6 1,191,190 93.8 ---------- --------- ---------- --------- Operating income 99,454 7.4 79,329 6.2 ---------- --------- ---------- --------- Other expense (income): Interest expense 2,857 0.2 3,775 0.3 Interest income (2,340) (0.2) (2,628) (0.2) Other 333 0.0 1,791 0.1 ---------- --------- ---------- --------- Total other expense 850 0.0 2,938 0.2 ---------- --------- ---------- --------- Income before income taxes 98,604 7.4 76,391 6.0 Income taxes 36,977 2.8 28,647 2.2 ---------- --------- ---------- --------- Net income $61,627 4.6 $47,744 3.8 ========== ========= ========== ========= Diluted shares outstanding 65,217 64,147 ========== ========== Diluted earnings per share $.94 $0.74 ========== ========== OPERATING STATISTICS (Year Ended December 31) % Change -------- Average monthly miles per tractor 10,290 (0.1%) 10,305 Average revenues per total mile (1) $1.235 2.2% $1.208 Average revenues per loaded mile (1) $1.366 1.8% $1.342 Average percentage of empty miles 9.59% (3.7%) 9.96% Average tractors in service 7,971 3.5% 7,698 Average revenues per truck per week (1) $2,932 2.0% $2,874 Non-trucking revenues (in thousands) $97,130 31.3% $74,001 Capital expenditures, net $237,790 $126,152 Cash flow from operations $226,271 $226,920 Total tractors (at year end) Company 7,180 6,640 Owner-operator 1,020 1,135 -------- -------- Total tractors 8,200 7,775 Total trailers (at year end) 20,880 19,775
(1) Net of fuel surcharge revenues.
BALANCE SHEET DATA (In thousands) 12/31/02 12/31/01 ---------- ---------- ASSETS Current assets: Cash and cash equivalents $29,885 $74,366 Accounts receivable, trade, less allowance of $4,459 and $4,966, respectively 131,889 121,354 Other receivables 10,335 8,527 Inventories and supplies 9,777 8,432 Prepaid taxes, licenses and permits 13,535 12,333 Other current assets 24,128 11,055 ---------- ---------- Total current assets 219,549 236,067 ---------- ---------- Property and equipment 1,212,488 1,069,605 Less - accumulated depreciation 380,221 354,122 ---------- ---------- Property and equipment, net 832,267 715,483 ---------- ---------- Other non-current assets 11,062 12,464 ---------- ---------- $1,062,878 $964,014 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $50,546 $33,188 Current portion of long-term debt 20,000 30,000 Insurance and claims accruals 47,358 40,254 Accrued payroll 18,374 15,008 Current deferred income taxes 17,710 20,473 Other current liabilities 11,885 13,334 ---------- ---------- Total current liabilities 165,873 152,257 ---------- ---------- Long-term debt, net of current portion - 20,000 Insurance and claims accruals, net of current portion 47,801 38,801 Deferred income taxes 201,561 162,907 Stockholders' equity: Common stock, $.01 par value, 200,000,000 shares authorized; 64,427,173 shares issued; 63,781,288 and 63,636,216 shares outstanding, respectively 644 644 Paid-in capital 107,527 106,058 Retained earnings 547,467 490,942 Accumulated other comprehensive loss (216) (43) Treasury stock, at cost; 645,885 and 790,957 shares, respectively (7,779) (7,552) ---------- ---------- Total stockholders' equity 647,643 590,049 ---------- ---------- $1,062,878 $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 8,200 trucks and 20,880 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-----