WERNER ENTERPRISES INC
For the period ended Mar 31, 2025. Filed May 9, 2025.
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Mar 31, 2025 · Filed May 9, 2025
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Notes to Consolidated Financial Statements (Unaudited) as of March,
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1)Basis of Presentation and Recent Accounting Pronouncements
Basis of Presentation
The accompanying unaudited interim consolidated financial statements include the accounts of Werner Enterprises, Inc. and its subsidiaries (collectively, the “Company” or “Werner”). Redeemable noncontrolling interest on the consolidated condensed balance sheets represents the portion of a consolidated entity in which we do not have a direct equity ownership. In these notes, the terms “we,” “us,” or “our” refer to Werner Enterprises, Inc. and its subsidiaries. All significant intercompany accounts and transactions relating to these entities have been eliminated.
These consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and, in the opinion of management, reflect all adjustments, which are all of normal recurring nature, necessary to present fairly the financial condition, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles (“GAAP”). These consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements; although in management’s opinion, the disclosures are adequate so that the information presented is not misleading.
Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. In the opinion of management, the information set forth on 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 consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and accompanying notes contained in our 2024 Form 10-K.
Recently Issued Accounting Pronouncements, Not Yet Effective
In December 2023, FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, with the objective of enhancing the transparency and decision usefulness of income tax information through income tax disclosure improvements, primarily related to the rate reconciliation and income taxes paid information. The provisions of this update are effective for annual periods beginning after December 15, 2024, using a prospective approach. Retrospective application is permitted. We are evaluating the impact of adopting ASU 2023-09, and we expect this ASU to impact our disclosures but not our results of operations, cash flows, and financial condition.
In November 2024, the FASB issued ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public business entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The provisions of this update are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, using either a prospective or retrospective approach. We are evaluating the impact of adopting ASU 2024-03, and we expect this ASU to impact our disclosures but not our results of operations, cash flows, and financial condition.
(2)Revenue
Revenue Recognition
Revenues are recognized over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.
The following table presents our revenues disaggregated by revenue source (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Truckload Transportation Services | $501,875 | $551,126 |
| Werner Logistics | 195,558 | 202,482 |
| Inter-segment eliminations | (4,063) | (4,071) |
| Transportation services | 693,370 | 749,537 |
| Other revenues | 18,744 | 19,543 |
| Total revenues | $712,114 | $769,080 |
The following table presents our revenues disaggregated by geographic areas in which we conduct business (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| United States | $675,242 | $721,861 |
| Mexico | 33,612 | 39,119 |
| Canada | 3,260 | 8,100 |
| Total revenues | $712,114 | $769,080 |
Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin.
Contract Balances and Accounts Receivable
A receivable is an unconditional right to consideration and is recognized when shipments have been completed and the related performance obligation has been fully satisfied. At March 31, 2025 and December 31, 2024, the accounts receivable, trade, net, balance was $387.1 million and $391.7 million, respectively. Contract assets represent a conditional right to consideration in exchange for goods or services and are transferred to receivables when the rights become unconditional. At March 31, 2025 and December 31, 2024, the balance of contract assets was$7.0 million and $6.3 million, respectively. We have recognized contract assets within the other current assets financial statement caption on the consolidated condensed balance sheets. These contract assets are considered current assets as they will be settled in less than 12 months.
Contract liabilities represent advance consideration received from customers and are recognized as revenues over time as the related performance obligation is satisfied. At March 31, 2025 and December 31, 2024, the balance of contract liabilities was $2.0 million and $1.4 million, respectively. The amount ofrevenues recognized in the three months ended March 31, 2025 that was included in the December 31, 2024 contract liability balance was$1.4 million. We have recognized contract liabilities within the accounts payable and other current liabilities financial statement captions on the consolidated condensed balance sheets. These contract liabilities are considered current liabilities as they will be settled in less than 12 months.
Performance Obligations
We have elected to apply the practical expedient in Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts With Customers, to not disclose the value of remaining performance obligations for contracts with an original expected length of one year or less. Remaining performance obligations represent the transaction price allocated to future reporting periods for freight shipments started but not completed at the reporting date that we expect to recognize as revenue in the period subsequent to the reporting date; transit times generally average approximately 3 days.
During the three months ended March 31, 2025 and 2024, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material.
(3)Goodwill and Intangible Assets
Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired in business combinations. There were no changes in the carrying amount of goodwill by segment for the three months ended March 31, 2025.
The following table presents acquired intangible assets (in thousands):
| March 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount | GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount | |
| Customer relationships | $80,200 | $(24,015) | $56,185 | $80,200 | $(22,009) | $58,191 |
| Trade names | 24,600 | (6,896) | 17,704 | 24,600 | (6,384) | 18,216 |
| Total intangible assets | $104,800 | $(30,911) | $73,889 | $104,800 | $(28,393) | $76,407 |
Amortization expense on intangible assets was $2.5 million for the three months ended March 31, 2025 and 2024, and is reported in depreciation and amortization on the consolidated statements of income. As of March 31, 2025, we estimate future amortization expense for intangible assets will be $7.6 million for the remainder of 2025, and $10.1 million for each of the five succeeding fiscal years.
(4)Leases
We have entered into operating leases primarily for real estate. The leases have terms which range from 2 years to 18 years, and some include options to renew. Renewal terms are included in the lease term when it is reasonably certain that we will exercise the option to renew.
Operating leases are included in other non-current assets, other current liabilities and other long-term liabilities on the consolidated condensed balance sheets. These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using our incremental borrowing rate because the rate implicit in each lease is not readily determinable. We have certain contracts for real estate that may contain lease and non-lease components which we have elected to treat as a single lease component. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Lease expense is reported in rent and purchased transportation on the consolidated statements of income.
The following table presents balance sheet and other operating lease information (dollars in thousands):
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Right-of-use assets (recorded in other non-current assets) | $46,717 | $49,599 |
| Current lease liabilities (recorded in other current liabilities) | $15,460 | $15,352 |
| Long-term lease liabilities (recorded in other long-term liabilities) | 33,454 | 36,406 |
| Total operating lease liabilities | $48,914 | $51,758 |
| Weighted-average remaining lease term for operating leases | 4.63 years | 4.75 years |
| Weighted-average discount rate for operating leases | 5.0% | 5.0% |
The following table presents the maturities of operating lease liabilities as of March 31, 2025 (in thousands):
| 2025 (remaining) | $13,135 |
| 2026 | 16,164 |
| 2027 | 8,400 |
| 2028 | 6,654 |
| 2029 | 3,823 |
| Thereafter | 5,748 |
| Total undiscounted operating lease payments | $53,924 |
| Less: Imputed interest | (5,010) |
| Present value of operating lease liabilities | $48,914 |
Cash Flows
During the three months ended March 31, 2025 and 2024, right-of-use assets of $1.2 million and $1.9 million, respectively, were recognized as non-cash asset additions that resulted from new operating lease liabilities. Cash paid for amounts included in the present value of operating lease liabilities was $4.5 million and $2.7 million for the three months ended March 31, 2025 and 2024, respectively, and are included in operating cash flows.
Operating Lease Expense
Operating lease expense was $6.6 million and $4.4 million for the three months ended March 31, 2025 and 2024, respectively. This expense included $4.5 million and $2.7 million for long-term operating leases for the three months ended March 31, 2025 and 2024, respectively, with the remainder for variable and short-term lease expense.
Lessor Operating Leases
We are the lessor of tractors and trailers (revenue equipment) under operating leases with initial terms of 1 year to 10 years. At times, we also lease or sublease real estate to third parties. We recognize revenue for such leases on a straight-line basis over the term of the lease. Revenues were $2.6 million and $2.4 million for the three months ended March 31, 2025 and 2024, respectively.
The following table presents information about the maturities of these operating leases as of March 31, 2025 (in thousands):
| 2025 (remaining) | $6,421 |
| 2026 | 1,693 |
| 2027 | 71 |
| 2028 | — |
| 2029 | — |
| Thereafter | — |
| Total | $8,185 |
The owned assets underlying our leases as lessor primarily consist of revenue equipment. As of March 31, 2025 and December 31, 2024, the gross carrying value of such revenue equipment underlying these leases was $59.9 million and $61.8 million, respectively, and accumulated depreciation was $25.4 million and $26.7 million, respectively. Depreciation expense for these assets was $1.9 million and $1.8 million for the three months ended March 31, 2025 and 2024, respectively.
(5)Fair Value
Fair Value Measurement — Definition and Hierarchy
ASC 820-10, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.
ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the Company. Unobservable inputs reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances.
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows:
Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access.
Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Such inputs include quoted prices in markets that are not active, quoted prices for similar assets and liabilities in active and inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 — Unobservable inputs for the asset or liability, where there is little, if any, observable market activity or data for the asset or liability.
In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology applies to our Level 1 assets and liabilities. If quoted prices in active markets for identical assets and liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable, either directly or indirectly. This pricing methodology would apply to Level 2 assets and liabilities.
The following table presents the fair value hierarchy for our assets and liabilities measured at fair value on a recurring basis (in thousands):
| Level inFair Value Hierarchy · Fair Value | |||
|---|---|---|---|
| March 31, 2025 · December 31, 2024 | |||
| Assets: | |||
| Other non-current assets: | |||
| Pay-fixed interest rate swaps (1) | 2 | $165 | $1,162 |
| Equity securities (2) | 1 | 140 | 141 |
| Total other non-current assets | $305 | $1,303 | |
| Liabilities: | |||
| Other current liabilities: | |||
| Pay-fixed interest rate swaps (1) | 2 | $70 | $134 |
| Contingent consideration associated with acquisition | 3 | 9,421 | — |
| Total other current liabilities | 9,491 | 134 | |
| Other long-term liabilities: | |||
| Pay-fixed interest rate swaps (1) | 2 | 3,434 | 2,420 |
| Contingent consideration associated with acquisition | 3 | — | 9,315 |
| Total other long-term liabilities | 3,434 | 11,735 | |
| Total liabilities at fair value | $12,925 | $11,869 | |
(1)Pay-fixed interest rate swaps are measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. See Note 7 – Debt and Credit Facilities for further information on our interest rate swaps.
(2) Represents our investment in an autonomous technology company. For additional information regarding the valuation of this equity security, see Note 6 – Investments.
The following table presents changes in the fair value of our contingent earnout liabilities (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at beginning of period | $9,315 | $8,896 |
| Change in fair value | 106 | 102 |
| Balance at end of period | $9,421 | $8,998 |
The estimated fair values of our contingent consideration arrangements are based upon probability-adjusted inputs for each acquired entity. Additionally, as the liability is stated at present value, the passage of time alone will increase the estimated fair value of the liability each reporting period. Change in fair value is recorded in other operating expenses on the consolidated statements of income.
We have ownership interests in investments, primarily Mastery Logistics Systems, Inc. (“MLSI”), which do not have readily determinable fair values and are accounted for using the measurement alternative in ASC 321, Investments - Equity Securities. Our ownership interest in Autotech Fund III, L.P. (the “Autotech Fund”) is accounted for under ASC 323, “Investments - Equity Method and Joint Ventures.” For additional information regarding the valuation of these investments, see Note 6 – Investments.
Fair Value of Financial Instruments Not Recorded at Fair Value
Cash and cash equivalents, accounts receivable trade, and accounts payable are short-term in nature and accordingly are carried at amounts that approximate fair value. The carrying amount of our variable-rate long-term debt approximates fair value due to the duration of our credit arrangements and the variable interest rates.
(6)Investments
Equity Investments without Readily Determinable Fair Values
Our strategic equity investments without readily determinable fair values primarily consist of our investment in MLSI, a transportation management systems company. MLSI has developed a cloud-based transportation management system using its SaaS technology, and we have obtained a license. Our investments are being accounted for under ASC 321 using the measurement alternative and are recorded in other noncurrent assets on the consolidated condensed balance sheets. We record changes in the values of our investments based on events that occur that would indicate the values have changed, in loss (gain) on investments in equity securities on the consolidated statements of income. As of March 31, 2025 and December 31, 2024, the value of our investment in MLSI was $109.9 million and $103.9 million, respectively, and the value of our other equity investments without readily determinable fair values was $369 thousand and $358 thousand, respectively. No gains or losses were recorded for the three months ended March 31, 2025 and 2024.
The following table summarizes the activity related to our equity investments without readily determinable fair values during the periods presented (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Investment in equity securities | $6,011 | $— |
As of March 31, 2025, cumulative upward adjustments on our equity securities without readily determinable fair values totaled $64.9 million.
Equity Investments with Readily Determinable Fair Values
We own a strategic minority equity investment in an autonomous technology company, which is being accounted for under ASC 321 and is recorded in other noncurrent assets on the consolidated condensed balance sheets. As of March 31, 2025 and December 31, 2024, the value of this investment was $0.1 million. We recognized a loss of $2 thousand and $138 thousand on this investment for the three months ended March 31, 2025 and 2024, respectively. For additional information regarding the fair value of this equity investment, see Note 5 – Fair Value.
Equity Method Investment
In January 2023, we committed to make a $20.0 million investment in the Autotech Fund pursuant to a limited partnership agreement. The Autotech Fund is managed by Autotech Ventures, a venture capital firm focused on ground transportation technology. Our interest, which represents an ownership percentage of less than 20%, is being accounted for under ASC 323, “Investments - Equity Method and Joint Ventures.” As a limited partner, we will make periodic capital contributions toward this total commitment amount. As of March 31, 2025 and December 31, 2024, the value of our investment in the Autotech Fund was $6.8 million and $6.7 million, respectively, and is recorded in other noncurrent assets on the consolidated condensed balance sheets. The carrying amount of the Autotech Fund as of March 31, 2025 was updated using operating results through December 31, 2024, as this is the most recent information available to us at this time.
The following table summarizes the activity related to our equity method investment during the periods presented (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Capital contributions | $— | $1,060 |
| Loss (earnings) from equity method investment | $(123) | $133 |
As of March 31, 2025, our cumulative capital contributions in the Autotech Fund were $7.2 million.
(7)Debt and Credit Facilities
On December 20, 2022, we entered into a $1.075 billion unsecured credit facility with a group of lenders (the “2022 Credit Agreement”), replacing our previous credit facilities. The 2022 Credit Agreement is scheduled to mature on December 20, 2027, and has a $100.0 million maximum limit for the aggregate amount of letters of credit issued.
Revolving credit loans drawn under the 2022 Credit Agreement bear interest, at our option, at (i) the Base Rate (the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50%, or (c) the one-month Term Secured Overnight Financing Rate (“SOFR”) plus 1.10%), plus a margin ranging between 0.125% and 0.750%, or (ii) Term SOFR plus 0.10% and a margin ranging between 1.125% and 1.750%. Swingline loans drawn under the 2022 Credit Agreement bear interest at the Base Rate, as defined above, plus a margin ranging between 0.125% and 0.750%. The 2022 Credit Agreement also requires us to pay quarterly (i) a letter of credit commission on the daily amount available to be drawn under such standby letters of credit at rates ranging between 1.125% and 1.750% per annum and (ii) a nonrefundable commitment fee on the average daily unused amount of the commitment at rates ranging between 0.125% and 0.250% per annum. The margin, letter of credit commission, and commitment fee rates are based on our ratio of net funded debt to earnings before interest, income taxes, depreciation and amortization (“EBITDA”). There are no scheduled principal payments due on the 2022 Credit Agreement until the maturity date, and interest is payable in arrears at periodic intervals not to exceed three months.
Availability of such funds under the 2022 Credit Agreement is conditional upon various customary terms and covenants. Such covenants include, among other things, two financial covenants requiring us (i) not to exceed a maximum ratio of net funded debt to EBITDA and (ii) to exceed a minimum ratio of EBITDA to interest expense. As of March 31, 2025, we were in compliance with these covenants.
We have entered into variable-for-fixed interest rate swap agreements in order to limit our exposure to increases in interest rates on a portion of our variable-rate indebtedness. Under the terms of our interest rate swap agreements, we receive monthly variable-rate interest payments based on one-month Term SOFR and make monthly fixed-rate interest payments as specified in the interest rate swap agreements. We have designated our interest rate swap agreements as cash flow hedges. Changes in fair value of outstanding derivatives in cash flow hedges are recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income until earnings are impacted by the hedged transactions. For additional information regarding the valuation of our interest rate swaps, see Note 5 – Fair Value.
On March 27, 2025, the Company and Werner Receivables Company, LLC (“WRC”), a newly-formed wholly-owned subsidiary of the Company, entered into a Loan Security Agreement (“LSA”) with various lenders. The LSA is scheduled to terminate on March 27, 2028, unless extended by the parties and is subject to earlier termination as provided in the LSA. The LSA is a secured borrowing that is collateralized by eligible receivables, for which the Company is the servicing agent. WRC is a bankruptcy remote, special purpose entity and the borrower under the LSA. The Company has contributed and from time to time sells a designated pool of eligible accounts receivables to WRC which, in turn, may borrow funds under the LSA on a revolving basis. The collateral is available to satisfy the claims related to the lenders’ interests in the receivables and unavailable to satisfy claims of the Company and its subsidiaries. The LSA does not qualify for sale treatment. Accordingly, the Company’s eligible receivables remain on our condensed consolidated balance sheets in accounts receivable, trade, less allowance.
Subject to eligible receivables, the maximum amount of funding available to WRC is $300.0 million, which may increase to $350.0 million upon WRC’s request and acceptance by the lenders. Borrowings under the LSA bear interest at (i) a commercial paper rate or (ii) one-month Term SOFR, plus 0.10%. The LSA also requires us to pay nonrefundable drawn and undrawn fees on the average daily used and unused amounts of the commitment, respectively.
The LSA is subject various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type, including a minimum borrower’s net worth covenant. As of March 31, 2025, we were in compliance with these covenants.
The following table presents total debt (in thousands):
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Current portion of long-term debt | ||
| 2022 Credit Agreement (1) | $— | $20,000 |
| Long-term debt, net of current portion | ||
| 2022 Credit Agreement (1) | 390,000 | 630,000 |
| LSA (weighted average interest rate of 5.17% at March 31, 2025) | 250,000 | — |
| Total long-term debt, net of current portion | 640,000 | 630,000 |
| Total debt | $640,000 | $650,000 |
(1)As of March 31, 2025, our outstanding revolving credit loan balance under the 2022 Credit Agreement consisted of:
$35.0 million at a weighted average variable interest rate of 5.92%;
$40.0 million which is effectively fixed at 6.45% with interest rate swap agreements through July 2025;
$90.0 million which is effectively fixed at 6.12% with interest rate swap agreements through July 2026;
$75.0 million which is effectively fixed at 6.23% with an interest rate swap agreement through April 2027;
$75.0 million which is effectively fixed at 6.09% with an interest rate swap agreement through May 2027; and
$75.0 million which is effectively fixed at 5.14% with an interest rate swap agreement through August 2028.
Subsequent to the end of the quarter through the date of the filing, we had net borrowings of $35.0 million under our credit facilities. Our total available borrowing capacity was $725.3 million as of March 31, 2025, consisting of $679.1 million under the 2022 Credit Agreement after considering $5.9 million in stand-by letters of credit under which we are obligated and $46.2 million under the LSA.
Availability under the LSA is calculated as follows (in thousands):
| March 31, 2025 | |
|---|---|
| Borrowing base, based on eligible receivables | $296,243 |
| Less: outstanding borrowings (1) | (250,000) |
| Availability under LSA | $46,243 |
(1)Outstanding borrowings are included in long-term debt, net of current portion on the condensed consolidated balance sheets.
For information regarding the fair value of our debt, see Note 5 – Fair Value.
At March 31, 2025, the aggregate maturities of future debt principal payments are as follows (in thousands):
| 2025 (remaining) | $— |
| 2026 | — |
| 2027 | 390,000 |
| 2028 | 250,000 |
| Total | $640,000 |
(8)Commitments and Contingencies
We have committed to property and equipment purchases of approximately $94.4 million at March 31, 2025.
We are involved in certain claims and pending litigation, including those described herein, arising in the ordinary course of business. The majority of these claims relate to bodily injury, property damage, cargo and workers’ compensation incurred in the transportation of freight, as well as certain class action litigation related to personnel and employment matters. We accrue for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the knowledge of the facts, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on our consolidated financial statements. Moreover, the results of complex legal proceedings are difficult to predict, and our view of these matters may change in the future as the litigation and related events unfold.
On May 17, 2018, in Harris County District Court in Houston, Texas, a jury rendered an adverse verdict against the Company in a lawsuit arising from a December 30, 2014 accident between a Werner tractor-trailer and a passenger vehicle. On July 30, 2018, the court entered a final judgment against Werner for $92.0 million, including pre-judgment interest.
The Company has premium-based liability insurance to cover the potential outcome from this jury verdict. Under the Company’s insurance policies in effect on the date of this accident, the Company’s maximum liability for this accident is $10.0 million (plus pre-judgment and post-judgment interest) with premium-based coverage that exceeds the jury verdict amount. As a result of this jury verdict, the Company had recorded a liability of $45.8 million as of March 31, 2025, and $44.4 million as of December 31, 2024. Under the terms of the Company’s insurance policies, the Company is the primary obligor of the verdict, and as such, the Company has also recorded a $79.2 million receivable from its third-party insurance providers in other non-current assets and a corresponding liability of the same amount in the long-term portion of insurance and claims accruals on the consolidated condensed balance sheets as of March 31, 2025 and December 31, 2024.
The Company pursued an appeal of this verdict, and on May 18, 2023, the Texas Court of Appeals overruled Werner’s appeal and affirmed the trial court’s judgment. The Company filed a Petition for Review with the Texas Supreme Court and, on August 30, 2024 the Texas Supreme Court granted the Company’s Petition for Review. Oral argument of the appeal was held on December 3, 2024. No assurances can be given regarding the outcome of the review.
We are also involved in certain class action litigation in which the plaintiffs allege claims for failure to provide meal and rest breaks, unpaid wages, unauthorized deductions and other items. Based on the knowledge of the facts, management does not currently believe the outcome of this class action is likely to have a material adverse effect on our financial position or results of operations. However, the final disposition of these matters and the impact of such final dispositions cannot be determined at this time.
(9)Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net income (loss) attributable to Werner by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) attributable to Werner by the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding restricted stock awards. Performance awards are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. Since the Company had a net loss for the three months ended March 31, 2025, diluted loss per share is the same as basic loss per share as the inclusion of potential common shares outstanding would have been antidilutive. The potential shares of common stock that were excluded from the computation of diluted loss per share for the three months ended March 31, 2025, were 182,000 shares. There are no differences in the numerators of our computations of basic and diluted earnings (loss) per share for any periods presented.
The computation of basic and diluted earnings (loss) per share is shown below (in thousands, except per share amounts).
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Net income (loss) attributable to Werner | $(10,098) | $6,312 |
| Weighted average common shares outstanding | 61,890 | 63,472 |
| Dilutive effect of stock-based awards | — | 255 |
| Shares used in computing diluted earnings (loss) per share | 61,890 | 63,727 |
| Basic earnings (loss) per share | $(0.16) | $0.10 |
| Diluted earnings (loss) per share | $(0.16) | $0.10 |
(10)Segment Information
We havetwo reportable segments – Truckload Transportation Services (“TTS”) and Werner Logistics.
The TTS reportable segment consists oftwo operating segments, Dedicated and One-Way Truckload. These operating segments are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting. Dedicated provides truckload services dedicated to a specific customer, generally for a retail distribution center or manufacturing facility, utilizing either dry van or specialized trailers. One-Way Truckload is comprised of the following operating fleets: (i) the medium-to-long-haul van (“Van”) fleet transports a variety of consumer nondurable products and other commodities in truckload quantities over irregular routes using dry van trailers, including Mexico cross-border routes; (ii) the expedited (“Expedited”) fleet provides time-sensitive truckload services utilizing driver teams; (iii) the regional short-haul (“Regional”) fleet provides comparable truckload van service within geographic regions across the United States; and (iv) the Temperature Controlled fleet provides truckload services for temperature sensitive products over irregular routes utilizing temperature-controlled trailers. Revenues for the TTS segment include a small amount of non-trucking revenues which consist primarily of the intra-Mexico portion of cross-border shipments delivered to or from Mexico where we utilize a third-party capacity provider.
The Werner Logistics segment provides non-asset-based transportation and logistics services. Werner Logistics provides services throughout North America and generates the majority of our non-trucking revenues through three operating units. These three Werner Logistics operating units are as follows: (i) Truckload Logistics, which uses contracted carriers to complete shipments for brokerage customers and freight management customers for which we offer a full range of single-source logistics management services and solutions; (ii) the Intermodal (“Intermodal”) unit offers rail transportation through alliances with rail and drayage providers as an alternative to truck transportation; and (iii) Werner Final Mile (“Final Mile”) offers residential and commercial deliveries of large or heavy items using third-party agents, independent contractors, and Company employees with two-person delivery teams operating a liftgate straight truck.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies contained in our 2024 Form 10-K. Inter-segment transactions between reporting segments have been recorded at amounts approximating market and are eliminated in consolidation.
The chief operating officer of the Company is our chief operating decision maker (“CODM”). Our CODM evaluates the operating results of each individual segment, using monthly divisional financial statements, to asses performance and to allocate resources to each segment. Our divisional financial statements detail the revenues and operating expenses of each individual segment netting to operating income (loss) that allows the CODM to make operational decisions regarding each individual segment.
We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment. Based on our operations, certain revenue-generating assets (primarily tractors and trailers) are interchangeable between segments. Depreciation for these interchangeable assets is allocated to segments based on the actual number of units utilized by the segment during the period. Other depreciation and amortization is allocated to segments based on specific identification or as a percentage of a metric such as average number of tractors.
The following tables summarize our segment information (in thousands):
| Three Months Ended March 31, 2025 | ||||
|---|---|---|---|---|
| Truckload Transportation Services · Werner Logistics · Total | ||||
| Revenues from external customers | $497,812 | $195,558 | $693,370 | |
| Inter-segment revenues | 4,063 | — | 4,063 | |
| Reportable segment revenues | 501,875 | 195,558 | 697,433 | |
| Reconciliation of revenues: | ||||
| Other revenues (1) | 18,744 | |||
| Elimination of inter-segment revenues | (4,063) | |||
| Consolidated revenues | $712,114 | |||
| Less operating expenses: (2) | ||||
| Salaries, wages and benefits | 217,703 | 18,256 | 235,959 | |
| Fuel | 62,433 | 360 | 62,793 | |
| Supplies and maintenance | 51,338 | 2,673 | 54,011 | |
| Taxes and licenses | 21,957 | 223 | 22,180 | |
| Insurance and claims | 43,074 | 622 | 43,696 | |
| Depreciation and amortization | 63,046 | 3,692 | 66,738 | |
| Rent and purchased transportation | 38,453 | 169,219 | 207,672 | |
| Communications and utilities | 3,608 | 357 | 3,965 | |
| Gains on sales of property and equipment | (3,288) | (299) | (3,587) | |
| Other segment items (3) | 4,467 | 930 | 5,397 | |
| Reportable segment operating expenses | 502,791 | 196,033 | 698,824 | |
| Reportable segment operating loss | $(916) | $(475) | $(1,391) | |
| Reconciliation of operating loss: | ||||
| Other operating loss (1) | (4,441) | |||
| Consolidated operating loss | $(5,832) | |||
| Three Months Ended March 31, 2024 | ||||
|---|---|---|---|---|
| Truckload Transportation Services · Werner Logistics · Total | ||||
| Revenues from external customers | $547,055 | $202,482 | $749,537 | |
| Inter-segment revenues | 4,071 | — | 4,071 | |
| Reportable segment revenues | 551,126 | 202,482 | 753,608 | |
| Reconciliation of revenues: | ||||
| Other revenues (1) | 19,543 | |||
| Elimination of inter-segment revenues | (4,071) | |||
| Consolidated revenues | $769,080 | |||
| Less operating expenses: (2) | ||||
| Salaries, wages and benefits | 236,531 | 21,310 | 257,841 | |
| Fuel | 76,874 | 438 | 77,312 | |
| Supplies and maintenance | 54,130 | 1,884 | 56,014 | |
| Taxes and licenses | 24,776 | 240 | 25,016 | |
| Insurance and claims | 35,034 | 1,229 | 36,263 | |
| Depreciation and amortization | 66,933 | 3,667 | 70,600 | |
| Rent and purchased transportation | 32,495 | 174,166 | 206,661 | |
| Communications and utilities | 3,634 | 767 | 4,401 | |
| Gains on sales of property and equipment | (4,465) | (219) | (4,684) | |
| Other segment items (3) | 4,344 | 1,329 | 5,673 | |
| Reportable segment operating expenses | 530,286 | 204,811 | 735,097 | |
| Reportable segment operating income (loss) | $20,840 | $(2,329) | $18,511 | |
| Reconciliation of operating income: | ||||
| Other operating loss (1) | (2,923) | |||
| Consolidated operating income | $15,588 | |||
(1)Revenues and operating income or loss from segments below the quantitative thresholds for determining reportable segments. Those segments include driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, other business activities, and corporate related items which are incidental to our activities and are not attributable to any of our operating segments.
(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Inter-segment expenses are included within the amounts shown.
(3) Other segment items for each reportable segment primarily includes costs for professional services.
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