|
|
[Mark
|
one]
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
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NEBRASKA
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|
47-0648386
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(State or other jurisdiction of
incorporation or organization)
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|
(I.R.S. Employer
Identification No.)
|
|
|
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14507 FRONTIER ROAD
POST OFFICE BOX 45308
OMAHA, NEBRASKA
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|
68145-0308
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(Address of principal executive offices)
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|
(Zip Code)
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|
Large accelerated filer
|
|
ý
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|
Accelerated filer
|
|
¨
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Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
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|
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PAGE
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|
||
Item 1.
|
||
|
||
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||
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||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
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||
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||
Item 2.
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||
Item 6.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In thousands, except per share amounts)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Unaudited)
|
||||||||||||||
Operating revenues
|
$
|
534,448
|
|
|
$
|
551,961
|
|
|
$
|
1,564,746
|
|
|
$
|
1,586,103
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Salaries, wages and benefits
|
167,301
|
|
|
149,206
|
|
|
479,142
|
|
|
428,425
|
|
||||
Fuel
|
50,855
|
|
|
86,820
|
|
|
160,996
|
|
|
270,026
|
|
||||
Supplies and maintenance
|
50,283
|
|
|
48,527
|
|
|
144,328
|
|
|
140,268
|
|
||||
Taxes and licenses
|
22,616
|
|
|
21,420
|
|
|
66,459
|
|
|
63,563
|
|
||||
Insurance and claims
|
17,372
|
|
|
19,789
|
|
|
60,034
|
|
|
59,175
|
|
||||
Depreciation
|
49,081
|
|
|
44,182
|
|
|
143,065
|
|
|
131,878
|
|
||||
Rent and purchased transportation
|
122,006
|
|
|
133,893
|
|
|
360,706
|
|
|
373,778
|
|
||||
Communications and utilities
|
3,786
|
|
|
3,689
|
|
|
11,301
|
|
|
10,597
|
|
||||
Other
|
(1,652
|
)
|
|
2,745
|
|
|
(4,480
|
)
|
|
932
|
|
||||
Total operating expenses
|
481,648
|
|
|
510,271
|
|
|
1,421,551
|
|
|
1,478,642
|
|
||||
Operating income
|
52,800
|
|
|
41,690
|
|
|
143,195
|
|
|
107,461
|
|
||||
Other expense (income):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
511
|
|
|
140
|
|
|
1,569
|
|
|
370
|
|
||||
Interest income
|
(760
|
)
|
|
(614
|
)
|
|
(2,088
|
)
|
|
(1,929
|
)
|
||||
Other
|
32
|
|
|
43
|
|
|
257
|
|
|
2
|
|
||||
Total other income
|
(217
|
)
|
|
(431
|
)
|
|
(262
|
)
|
|
(1,557
|
)
|
||||
Income before income taxes
|
53,017
|
|
|
42,121
|
|
|
143,457
|
|
|
109,018
|
|
||||
Income taxes
|
20,941
|
|
|
16,151
|
|
|
56,391
|
|
|
43,077
|
|
||||
Net income
|
$
|
32,076
|
|
|
$
|
25,970
|
|
|
$
|
87,066
|
|
|
$
|
65,941
|
|
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.45
|
|
|
$
|
0.36
|
|
|
$
|
1.21
|
|
|
$
|
0.91
|
|
Diluted
|
$
|
0.44
|
|
|
$
|
0.36
|
|
|
$
|
1.20
|
|
|
$
|
0.91
|
|
Dividends declared per share
|
$
|
0.060
|
|
|
$
|
0.050
|
|
|
$
|
0.160
|
|
|
$
|
0.150
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
71,890
|
|
|
71,837
|
|
|
71,967
|
|
|
72,198
|
|
||||
Diluted
|
72,478
|
|
|
72,364
|
|
|
72,546
|
|
|
72,706
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Unaudited)
|
||||||||||||||
Net income
|
$
|
32,076
|
|
|
$
|
25,970
|
|
|
$
|
87,066
|
|
|
$
|
65,941
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(2,044
|
)
|
|
(985
|
)
|
|
(3,578
|
)
|
|
(885
|
)
|
||||
Change in fair value of interest rate swap
|
(605
|
)
|
|
(431
|
)
|
|
(368
|
)
|
|
(431
|
)
|
||||
Other comprehensive loss
|
(2,649
|
)
|
|
(1,416
|
)
|
|
(3,946
|
)
|
|
(1,316
|
)
|
||||
Comprehensive income
|
$
|
29,427
|
|
|
$
|
24,554
|
|
|
$
|
83,120
|
|
|
$
|
64,625
|
|
(In thousands, except share amounts)
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
45,921
|
|
|
$
|
22,604
|
|
Accounts receivable, trade, less allowance of $9,710 and $10,017, respectively
|
250,878
|
|
|
266,727
|
|
||
Other receivables
|
20,463
|
|
|
20,316
|
|
||
Inventories and supplies
|
16,355
|
|
|
17,824
|
|
||
Prepaid taxes, licenses and permits
|
6,974
|
|
|
14,914
|
|
||
Current deferred income taxes
|
29,541
|
|
|
34,066
|
|
||
Income taxes receivable
|
1,765
|
|
|
23,435
|
|
||
Other current assets
|
28,936
|
|
|
26,458
|
|
||
Total current assets
|
400,833
|
|
|
426,344
|
|
||
Property and equipment
|
1,885,532
|
|
|
1,786,229
|
|
||
Less – accumulated depreciation
|
761,200
|
|
|
772,447
|
|
||
Property and equipment, net
|
1,124,332
|
|
|
1,013,782
|
|
||
Other non-current assets
|
46,807
|
|
|
40,336
|
|
||
Total assets
|
$
|
1,571,972
|
|
|
$
|
1,480,462
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
83,436
|
|
|
$
|
64,827
|
|
Insurance and claims accruals
|
61,298
|
|
|
73,814
|
|
||
Accrued payroll
|
37,057
|
|
|
28,121
|
|
||
Other current liabilities
|
28,095
|
|
|
19,768
|
|
||
Total current liabilities
|
209,886
|
|
|
186,530
|
|
||
Long-term debt, net of current portion
|
75,000
|
|
|
75,000
|
|
||
Other long-term liabilities
|
21,073
|
|
|
20,021
|
|
||
Insurance and claims accruals, net of current portion
|
129,895
|
|
|
123,445
|
|
||
Deferred income taxes
|
232,878
|
|
|
241,606
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.01 par value, 200,000,000 shares authorized; 80,533,536 shares
|
|
|
|
||||
issued; 71,892,934 and 72,038,368 shares outstanding, respectively
|
805
|
|
|
805
|
|
||
Paid-in capital
|
104,619
|
|
|
101,803
|
|
||
Retained earnings
|
990,638
|
|
|
915,085
|
|
||
Accumulated other comprehensive loss
|
(13,321
|
)
|
|
(9,375
|
)
|
||
Treasury stock, at cost; 8,640,602 and 8,495,168 shares, respectively
|
(179,501
|
)
|
|
(174,458
|
)
|
||
Total stockholders’ equity
|
903,240
|
|
|
833,860
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,571,972
|
|
|
$
|
1,480,462
|
|
|
Nine Months Ended
September 30, |
||||||
(In thousands)
|
2015
|
|
2014
|
||||
|
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
87,066
|
|
|
$
|
65,941
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
143,065
|
|
|
131,878
|
|
||
Deferred income taxes
|
(3,417
|
)
|
|
(16,206
|
)
|
||
Gain on disposal of property and equipment
|
(18,880
|
)
|
|
(14,267
|
)
|
||
Non-cash equity compensation
|
3,607
|
|
|
4,350
|
|
||
Insurance and claims accruals, net of current portion
|
6,450
|
|
|
(1,075
|
)
|
||
Other
|
5,288
|
|
|
(3,481
|
)
|
||
Changes in certain working capital items:
|
|
|
|
||||
Accounts receivable, net
|
15,849
|
|
|
(32,759
|
)
|
||
Other current assets
|
29,546
|
|
|
1,592
|
|
||
Accounts payable
|
10,163
|
|
|
24,356
|
|
||
Other current liabilities
|
4,035
|
|
|
4,882
|
|
||
Net cash provided by operating activities
|
282,772
|
|
|
165,211
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to property and equipment
|
(337,475
|
)
|
|
(206,354
|
)
|
||
Proceeds from sales of property and equipment
|
86,366
|
|
|
59,515
|
|
||
Decrease in notes receivable
|
11,956
|
|
|
11,135
|
|
||
Other
|
—
|
|
|
(3,343
|
)
|
||
Net cash used in investing activities
|
(239,153
|
)
|
|
(139,047
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repayments of long-term debt
|
—
|
|
|
(40,000
|
)
|
||
Proceeds from issuance of long-term debt
|
—
|
|
|
75,000
|
|
||
Dividends on common stock
|
(10,801
|
)
|
|
(10,853
|
)
|
||
Repurchases of common stock
|
(6,438
|
)
|
|
(30,587
|
)
|
||
Tax withholding related to net share settlements of restricted stock awards
|
(461
|
)
|
|
(96
|
)
|
||
Stock options exercised
|
846
|
|
|
4,169
|
|
||
Excess tax benefits from equity compensation
|
219
|
|
|
295
|
|
||
Payment of notes payable
|
(3,117
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(19,752
|
)
|
|
(2,072
|
)
|
||
Effect of exchange rate fluctuations on cash
|
(550
|
)
|
|
(172
|
)
|
||
Net increase in cash and cash equivalents
|
23,317
|
|
|
23,920
|
|
||
Cash and cash equivalents, beginning of period
|
22,604
|
|
|
23,678
|
|
||
Cash and cash equivalents, end of period
|
$
|
45,921
|
|
|
$
|
47,598
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
1,578
|
|
|
$
|
304
|
|
Income taxes paid
|
34,201
|
|
|
59,070
|
|
||
Supplemental schedule of non-cash investing activities:
|
|
|
|
||||
Notes receivable issued upon sale of property and equipment
|
$
|
21,792
|
|
|
$
|
9,427
|
|
Issuance of notes payable
|
—
|
|
|
6,233
|
|
||
Change in fair value of interest rate swap
|
(368
|
)
|
|
(431
|
)
|
||
Property and equipment acquired included in accounts payable
|
10,513
|
|
|
460
|
|
||
Property and equipment disposed included in other receivables
|
—
|
|
|
351
|
|
(1)
|
Credit Facilities
|
2015
|
$
|
—
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
2018
|
—
|
|
|
2019
|
75,000
|
|
|
Total
|
$
|
75,000
|
|
(2)
|
Income Taxes
|
(3)
|
Commitments and Contingencies
|
(4)
|
Earnings Per Share
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income
|
$
|
32,076
|
|
|
$
|
25,970
|
|
|
$
|
87,066
|
|
|
$
|
65,941
|
|
Weighted average common shares outstanding
|
71,890
|
|
|
71,837
|
|
|
71,967
|
|
|
72,198
|
|
||||
Dilutive effect of stock-based awards
|
588
|
|
|
527
|
|
|
579
|
|
|
508
|
|
||||
Shares used in computing diluted earnings per share
|
72,478
|
|
|
72,364
|
|
|
72,546
|
|
|
72,706
|
|
||||
Basic earnings per share
|
$
|
0.45
|
|
|
$
|
0.36
|
|
|
$
|
1.21
|
|
|
$
|
0.91
|
|
Diluted earnings per share
|
$
|
0.44
|
|
|
$
|
0.36
|
|
|
$
|
1.20
|
|
|
$
|
0.91
|
|
(5)
|
Equity Compensation
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Stock options:
|
|
|
|
|
|
|
|
||||||||
Pre-tax compensation expense
|
$
|
17
|
|
|
$
|
30
|
|
|
$
|
51
|
|
|
$
|
90
|
|
Tax benefit
|
7
|
|
|
12
|
|
|
20
|
|
|
36
|
|
||||
Stock option expense, net of tax
|
$
|
10
|
|
|
$
|
18
|
|
|
$
|
31
|
|
|
$
|
54
|
|
Restricted awards:
|
|
|
|
|
|
|
|
||||||||
Pre-tax compensation expense
|
$
|
(92
|
)
|
|
$
|
1,022
|
|
|
$
|
1,949
|
|
|
$
|
3,097
|
|
Tax benefit
|
(36
|
)
|
|
393
|
|
|
770
|
|
|
1,228
|
|
||||
Restricted award expense, net of tax
|
$
|
(56
|
)
|
|
$
|
629
|
|
|
$
|
1,179
|
|
|
$
|
1,869
|
|
Performance awards:
|
|
|
|
|
|
|
|
||||||||
Pre-tax compensation expense
|
$
|
(60
|
)
|
|
$
|
468
|
|
|
$
|
1,648
|
|
|
$
|
1,185
|
|
Tax benefit
|
(24
|
)
|
|
179
|
|
|
651
|
|
|
468
|
|
||||
Performance award expense, net of tax
|
$
|
(36
|
)
|
|
$
|
289
|
|
|
$
|
997
|
|
|
$
|
717
|
|
|
Number of
Options
(in thousands)
|
|
Weighted
Average
Exercise
Price ($)
|
|
Weighted
Average
Remaining
Contractual
Term
(Years)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||
Outstanding at beginning of period
|
248
|
|
|
$
|
18.18
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(48
|
)
|
|
17.46
|
|
|
|
|
|
|||
Forfeited
|
(7
|
)
|
|
20.09
|
|
|
|
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at end of period
|
193
|
|
|
18.29
|
|
|
3.21
|
|
$
|
1,315
|
|
|
Exercisable at end of period
|
153
|
|
|
17.78
|
|
|
2.77
|
|
$
|
1,117
|
|
|
Number of
Restricted
Awards (in
thousands)
|
|
Weighted
Average Grant
Date Fair
Value ($)
|
|||
Nonvested at beginning of period
|
643
|
|
|
$
|
22.92
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(10
|
)
|
|
23.02
|
|
|
Forfeited
|
(86
|
)
|
|
21.32
|
|
|
Nonvested at end of period
|
547
|
|
|
23.17
|
|
Dividends per share (quarterly amounts)
|
|
|
|
|
|
|
$
|
0.05
|
|
Risk-free interest rate
|
|
|
|
|
|
|
1.5
|
%
|
|
Number of
Performance
Awards (in
thousands)
|
|
Weighted
Average Grant
Date Fair
Value ($)
|
|||
Nonvested at beginning of period
|
183
|
|
|
$
|
25.06
|
|
Granted
|
202
|
|
|
28.79
|
|
|
Vested
|
(37
|
)
|
|
25.06
|
|
|
Forfeited
|
(83
|
)
|
|
27.18
|
|
|
Nonvested at end of period
|
265
|
|
|
27.23
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
|
|
|
|
|
2015
|
|
2014
|
||||
Dividends per share (quarterly amounts)
|
|
|
|
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
Risk-free interest rate
|
|
|
|
|
|
|
1.6
|
%
|
|
1.5
|
%
|
(6)
|
Segment Information
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Truckload Transportation Services
|
$
|
417,861
|
|
|
$
|
428,619
|
|
|
$
|
1,225,439
|
|
|
$
|
1,261,194
|
|
Value Added Services
|
102,149
|
|
|
106,490
|
|
|
296,459
|
|
|
292,145
|
|
||||
Other
|
14,087
|
|
|
16,868
|
|
|
41,996
|
|
|
33,115
|
|
||||
Corporate
|
634
|
|
|
688
|
|
|
1,880
|
|
|
2,075
|
|
||||
Subtotal
|
534,731
|
|
|
552,665
|
|
|
1,565,774
|
|
|
1,588,529
|
|
||||
Inter-segment eliminations
|
(283
|
)
|
|
(704
|
)
|
|
(1,028
|
)
|
|
(2,426
|
)
|
||||
Total
|
$
|
534,448
|
|
|
$
|
551,961
|
|
|
$
|
1,564,746
|
|
|
$
|
1,586,103
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Income
|
|
|
|
|
|
|
|
||||||||
Truckload Transportation Services
|
$
|
48,747
|
|
|
$
|
39,138
|
|
|
$
|
131,901
|
|
|
$
|
98,238
|
|
Value Added Services
|
5,021
|
|
|
1,022
|
|
|
12,474
|
|
|
5,132
|
|
||||
Other
|
(1,354
|
)
|
|
404
|
|
|
(2,038
|
)
|
|
1,245
|
|
||||
Corporate
|
386
|
|
|
1,126
|
|
|
858
|
|
|
2,846
|
|
||||
Total
|
$
|
52,800
|
|
|
$
|
41,690
|
|
|
$
|
143,195
|
|
|
$
|
107,461
|
|
(7)
|
Derivative Financial Instrument
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Contractual Obligations and Commercial Commitments
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Regulations
|
•
|
Critical Accounting Policies and Estimates
|
•
|
Accounting Standards
|
|
Three Months Ended (3ME)
September 30, |
|
Nine Months Ended (9ME)
September 30, |
|
Percentage Change in Dollar Amounts
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
3ME
|
9ME
|
|||||||||||||||||
(Amounts in thousands)
|
$
|
%
|
|
$
|
%
|
|
$
|
%
|
|
$
|
%
|
|
%
|
%
|
|||||||||||||
Operating revenues
|
$
|
534,448
|
|
100.0
|
|
|
$
|
551,961
|
|
100.0
|
|
$
|
1,564,746
|
|
100.0
|
|
|
$
|
1,586,103
|
|
100.0
|
|
|
(3.2
|
)%
|
(1.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Salaries, wages and benefits
|
167,301
|
|
31.3
|
|
|
149,206
|
|
27.0
|
|
479,142
|
|
30.6
|
|
|
428,425
|
|
27.0
|
|
|
12.1
|
%
|
11.8
|
%
|
||||
Fuel
|
50,855
|
|
9.5
|
|
|
86,820
|
|
15.7
|
|
160,996
|
|
10.3
|
|
|
270,026
|
|
17.0
|
|
|
(41.4
|
)%
|
(40.4
|
)%
|
||||
Supplies and maintenance
|
50,283
|
|
9.4
|
|
|
48,527
|
|
8.8
|
|
144,328
|
|
9.2
|
|
|
140,268
|
|
8.8
|
|
|
3.6
|
%
|
2.9
|
%
|
||||
Taxes and licenses
|
22,616
|
|
4.2
|
|
|
21,420
|
|
3.9
|
|
66,459
|
|
4.3
|
|
|
63,563
|
|
4.0
|
|
|
5.6
|
%
|
4.6
|
%
|
||||
Insurance and claims
|
17,372
|
|
3.3
|
|
|
19,789
|
|
3.6
|
|
60,034
|
|
3.8
|
|
|
59,175
|
|
3.7
|
|
|
(12.2
|
)%
|
1.5
|
%
|
||||
Depreciation
|
49,081
|
|
9.2
|
|
|
44,182
|
|
8.0
|
|
143,065
|
|
9.1
|
|
|
131,878
|
|
8.3
|
|
|
11.1
|
%
|
8.5
|
%
|
||||
Rent and purchased transportation
|
122,006
|
|
22.8
|
|
|
133,893
|
|
24.2
|
|
360,706
|
|
23.1
|
|
|
373,778
|
|
23.6
|
|
|
(8.9
|
)%
|
(3.5
|
)%
|
||||
Communications and utilities
|
3,786
|
|
0.7
|
|
|
3,689
|
|
0.7
|
|
11,301
|
|
0.7
|
|
|
10,597
|
|
0.7
|
|
|
2.6
|
%
|
6.6
|
%
|
||||
Other
|
(1,652
|
)
|
(0.3
|
)
|
|
2,745
|
|
0.5
|
|
(4,480
|
)
|
(0.3
|
)
|
|
932
|
|
0.1
|
|
|
(160.2
|
)%
|
(580.7
|
)%
|
||||
Total operating expenses
|
481,648
|
|
90.1
|
|
|
510,271
|
|
92.4
|
|
1,421,551
|
|
90.8
|
|
|
1,478,642
|
|
93.2
|
|
|
(5.6
|
)%
|
(3.9
|
)%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income
|
52,800
|
|
9.9
|
|
|
41,690
|
|
7.6
|
|
143,195
|
|
9.2
|
|
|
107,461
|
|
6.8
|
|
|
26.6
|
%
|
33.3
|
%
|
||||
Total other expense (income)
|
(217
|
)
|
—
|
|
|
(431
|
)
|
—
|
|
(262
|
)
|
—
|
|
|
(1,557
|
)
|
(0.1
|
)
|
|
49.7
|
%
|
83.2
|
%
|
||||
Income before income taxes
|
53,017
|
|
9.9
|
|
|
42,121
|
|
7.6
|
|
143,457
|
|
9.2
|
|
|
109,018
|
|
6.9
|
|
|
25.9
|
%
|
31.6
|
%
|
||||
Income taxes
|
20,941
|
|
3.9
|
|
|
16,151
|
|
2.9
|
|
56,391
|
|
3.6
|
|
|
43,077
|
|
2.7
|
|
|
29.7
|
%
|
30.9
|
%
|
||||
Net income
|
$
|
32,076
|
|
6.0
|
|
|
$
|
25,970
|
|
4.7
|
|
$
|
87,066
|
|
5.6
|
|
|
$
|
65,941
|
|
4.2
|
|
|
23.5
|
%
|
32.0
|
%
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
Truckload Transportation Services (amounts in thousands)
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||
Trucking revenues, net of fuel surcharge
|
$
|
360,124
|
|
|
|
|
$
|
334,520
|
|
|
|
|
$
|
1,042,309
|
|
|
|
|
$
|
978,067
|
|
|
|
Trucking fuel surcharge revenues
|
52,428
|
|
|
|
|
88,805
|
|
|
|
|
167,175
|
|
|
|
|
268,563
|
|
|
|
||||
Non-trucking and other operating revenues
|
5,309
|
|
|
|
|
5,294
|
|
|
|
|
15,955
|
|
|
|
|
14,564
|
|
|
|
||||
Operating revenues
|
417,861
|
|
|
100.0
|
|
428,619
|
|
|
100.0
|
|
1,225,439
|
|
|
100.0
|
|
1,261,194
|
|
|
100.0
|
||||
Operating expenses
|
369,114
|
|
|
88.3
|
|
389,481
|
|
|
90.9
|
|
1,093,538
|
|
|
89.2
|
|
1,162,956
|
|
|
92.2
|
||||
Operating income
|
$
|
48,747
|
|
|
11.7
|
|
$
|
39,138
|
|
|
9.1
|
|
$
|
131,901
|
|
|
10.8
|
|
$
|
98,238
|
|
|
7.8
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
Truckload Transportation Services
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
Operating ratio, net of fuel surcharge revenues
(1)
|
86.7
|
%
|
|
88.5
|
%
|
|
|
|
87.5
|
%
|
|
90.1
|
%
|
|
|
||||||
Average revenues per tractor per week
(2)
|
$
|
3,767
|
|
|
$
|
3,690
|
|
|
2.1
|
%
|
|
$
|
3,710
|
|
|
$
|
3,577
|
|
|
3.7
|
%
|
Average trip length in miles (loaded)
|
483
|
|
|
475
|
|
|
1.7
|
%
|
|
480
|
|
|
469
|
|
|
2.3
|
%
|
||||
Average percentage of empty miles
(3)
|
12.53
|
%
|
|
12.04
|
%
|
|
4.1
|
%
|
|
12.30
|
%
|
|
12.05
|
%
|
|
2.1
|
%
|
||||
Average tractors in service
|
7,355
|
|
|
6,974
|
|
|
5.5
|
%
|
|
7,205
|
|
|
7,011
|
|
|
2.8
|
%
|
||||
Total trailers (at quarter end)
|
22,495
|
|
|
22,005
|
|
|
|
|
22,495
|
|
|
22,005
|
|
|
|
||||||
Total tractors (at quarter end):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company
|
6,710
|
|
|
6,395
|
|
|
|
|
6,710
|
|
|
6,395
|
|
|
|
||||||
Independent contractor
|
705
|
|
|
665
|
|
|
|
|
705
|
|
|
665
|
|
|
|
||||||
Total tractors
|
7,415
|
|
|
7,060
|
|
|
|
|
7,415
|
|
|
7,060
|
|
|
|
(1)
|
Calculated as if fuel surcharge revenues are excluded from total revenues and instead reported as a reduction of operating expenses, which provides a more consistent basis for comparing results of operations from period to period.
|
(2)
|
Net of fuel surcharge revenues.
|
(3)
|
“Empty” refers to miles without trailer cargo.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
Value Added Services (amounts in thousands)
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||
Operating revenues
|
$
|
102,149
|
|
|
100.0
|
|
$
|
106,490
|
|
|
100.0
|
|
$
|
296,459
|
|
|
100.0
|
|
$
|
292,145
|
|
|
100.0
|
Rent and purchased transportation expense
|
86,085
|
|
|
84.3
|
|
93,762
|
|
|
88.0
|
|
251,406
|
|
|
84.8
|
|
253,525
|
|
|
86.8
|
||||
Gross margin
|
16,064
|
|
|
15.7
|
|
12,728
|
|
|
12.0
|
|
45,053
|
|
|
15.2
|
|
38,620
|
|
|
13.2
|
||||
Other operating expenses
|
11,043
|
|
|
10.8
|
|
11,706
|
|
|
11.0
|
|
32,579
|
|
|
11.0
|
|
33,488
|
|
|
11.4
|
||||
Operating income
|
$
|
5,021
|
|
|
4.9
|
|
$
|
1,022
|
|
|
1.0
|
|
$
|
12,474
|
|
|
4.2
|
|
$
|
5,132
|
|
|
1.8
|
|
Three Months Ended
September 30, |
|
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||
Value Added Services
|
2015
|
|
2014
|
|
% Change
|
|
|
2015
|
|
2014
|
|
% Change
|
||||||
Average tractors in service
|
60
|
|
|
50
|
|
|
20.0
|
%
|
|
|
54
|
|
|
48
|
|
|
12.5
|
%
|
Total trailers (at quarter end)
|
1,405
|
|
|
1,750
|
|
|
(19.7
|
)%
|
|
|
1,405
|
|
|
1,750
|
|
|
(19.7
|
)%
|
Total tractors (at quarter end)
|
70
|
|
|
55
|
|
|
27.3
|
%
|
|
|
70
|
|
|
55
|
|
|
27.3
|
%
|
(Amounts in millions)
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
|
Period
Unknown
|
||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrecognized tax benefits
|
$
|
8.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.4
|
|
Long-term debt including current maturities
|
75.0
|
|
|
—
|
|
|
—
|
|
|
75.0
|
|
|
—
|
|
|
—
|
|
||||||
Interest payments on debt
|
7.5
|
|
|
1.9
|
|
|
3.8
|
|
|
1.8
|
|
|
—
|
|
|
|
|||||||
Property and equipment purchase commitments
|
106.9
|
|
|
106.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total contractual cash obligations
|
$
|
197.8
|
|
|
$
|
108.8
|
|
|
$
|
3.8
|
|
|
$
|
76.8
|
|
|
$
|
—
|
|
|
$
|
8.4
|
|
Other Commercial Commitments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unused lines of credit
|
$
|
219.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
219.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Stand-by letters of credit
|
31.0
|
|
|
31.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial commitments
|
$
|
250.0
|
|
|
$
|
31.0
|
|
|
$
|
—
|
|
|
$
|
219.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total obligations
|
$
|
447.8
|
|
|
$
|
139.8
|
|
|
$
|
3.8
|
|
|
$
|
295.8
|
|
|
$
|
—
|
|
|
$
|
8.4
|
|
•
|
Depreciation and impairment of tractors and trailers.
|
•
|
Estimates of accrued liabilities for insurance and claims for liability and physical damage losses and workers’ compensation.
|
•
|
Accounting for income taxes.
|
Exhibit No.
|
|
Exhibit
|
|
Incorporated by Reference to:
|
3(i)
|
|
Restated Articles of Incorporation of Werner Enterprises, Inc.
|
|
Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007
|
|
|
|
||
3(ii)
|
|
Revised and Restated By-Laws of Werner Enterprises, Inc.
|
|
Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 27, 2015
|
|
|
|
|
|
10.1
|
|
Severance Agreement and Release between the Registrant and Greg Werner
|
|
Filed herewith
|
|
|
|
|
|
10.2
|
|
Named Executive Officer Compensation
|
|
Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014 and Item 5.02 of the Company's Current Report on Form 8-K dated August 24, 2015
|
|
|
|
|
|
11
|
|
Statement Re: Computation of Per Share Earnings
|
|
See Note 4 (Earnings Per Share) in the Notes to Consolidated Financial Statements (Unaudited) under Item 1 of Part I of this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015
|
|
|
|
||
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002)
|
|
Filed herewith
|
|
|
|
||
31.2
|
|
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002)
|
|
Filed herewith
|
|
|
|
||
32.1
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
|
|
Furnished herewith
|
|
|
|
||
32.2
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
|
|
Furnished herewith
|
|
|
|
||
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
||
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
||
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
|
|
|
||
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
WERNER ENTERPRISES, INC.
|
||
|
|
|
|
Date:
November 2, 2015
|
By:
|
|
/s/ John J. Steele
|
|
|
|
John J. Steele
|
|
|
|
Executive Vice President, Treasurer and
Chief Financial Officer
|
|
|
|
|
Date:
November 2, 2015
|
By:
|
|
/s/ James L. Johnson
|
|
|
|
James L. Johnson
|
|
|
|
Executive Vice President, Chief Accounting
Officer and Corporate Secretary
|
By:
|
/s/ C.L. Werner
|
|
By:
|
/s/ Greg Werner
|
|
C.L. Werner
|
|
|
Greg Werner
|
|
Chairman and CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
August 27, 2015
|
|
Date:
|
August 27, 2015
|
|
|
WERNER ENTERPRISES, INC.
|
|
|
A Nebraska corporation,
|
|
|
|
|
By:
|
/s/ Clarence L. Werner
|
|
|
Clarence L. Werner, Chairman of the Board
|
|
|
|
|
|
/s/ Greg Werner
|
|
|
GREG WERNER
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Werner Enterprises, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Clarence L. Werner
|
Clarence L. Werner
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Werner Enterprises, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ John J. Steele
|
John J. Steele
|
Executive Vice President, Treasurer and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
November 2, 2015
|
|
/s/ Clarence L. Werner
|
|
|
Clarence L. Werner
|
|
|
Chairman and Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
November 2, 2015
|
|
/s/ John J. Steele
|
|
|
John J. Steele
|
|
|
Executive Vice President, Treasurer and
Chief Financial Officer
|