Werner Enterprises Inc 8-K/A, filed Nov 12, 2021
Werner Enterprises Inc (WERN)
8-K/A
2021-11-12
For: 2021-10-28
View Original
Added on
April 12, 2026
About this 8-K/A
Werner Enterprises Inc filed this 8-K/A on November 12, 2021, reporting on events of October 28, 2021.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| , | ||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(402 ) 895-6640
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
On October 28, 2021, Werner Enterprises, Inc. (the "Company") filed a Current Report on Form 8-K ("Initial Form 8-K") to report its financial results for the third quarter ended September 30, 2021. A copy of the press release announcing such results was attached to the Initial Form 8-K as Exhibit 99.1 and included the Company's Consolidated Condensed Balance Sheets (unaudited) as of September 30, 2021 and December 31, 2020. Subsequent to that filing, the Company determined that a balance sheet reclassification of $36.6 million was necessary to report “Noncontrolling interest” as “Temporary equity” rather than as a separate component of permanent “Stockholders’ equity” on the Company’s September 30, 2021 Consolidated Condensed Balance Sheet (unaudited). As a result, the Company is filing this Form 8-K/A to furnish the Company’s Consolidated Condensed Balance Sheets (unaudited) as of September 30, 2021 and December 31, 2020, as revised to include the foregoing balance sheet reclassification. Other than this correction, no other changes have been made to the Initial Form 8-K or the press release furnished therewith.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 28, 2021, the Company issued a press release regarding, among other things, its financial results for the third quarter ended September 30, 2021. On November 12, 2021, the Company issued a correction to its September 30, 2021 Consolidated Condensed Balance Sheet (unaudited) as described in the Explanatory Note above. A copy of the Company's revised Consolidated Condensed Balance Sheets (unaudited) as of September 30, 2021 and December 31, 2020, is attached to this Form 8-K/A as Exhibit 99.1 and incorporated by reference herein.
In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 2.02 and the exhibit to this Form 8-K/A shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section 18, nor shall such information and exhibit deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless the registrant expressly states that such information and exhibit are to be considered “filed” under the Exchange Act or incorporates such information and exhibit by specific reference in an Exchange Act or Securities Act filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| 101 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | |||||||
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: November 12, 2021 | By: | /s/ John J. Steele | |||||||||
| John J. Steele | |||||||||||
| Executive Vice President, Treasurer and Chief Financial Officer | |||||||||||
Date: November 12, 2021 | By: | /s/ James L. Johnson | |||||||||
| James L. Johnson | |||||||||||
| Executive Vice President, Chief Accounting Officer and Corporate Secretary | |||||||||||
Exhibit 99.1
| WERNER ENTERPRISES, INC. | |||||||||||
| CONDENSED BALANCE SHEET | |||||||||||
| (In thousands, except share amounts) | |||||||||||
| September 30, 2021 | December 31, 2020 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
Cash and cash equivalents | $ | 45,428 | $ | 29,334 | |||||||
| Accounts receivable, trade, less allowance of $9,233 and $8,686, respectively | 426,346 | 341,104 | |||||||||
Other receivables | 26,524 | 23,491 | |||||||||
Inventories and supplies | 11,787 | 12,062 | |||||||||
Prepaid taxes, licenses and permits | 8,140 | 17,231 | |||||||||
| Other current assets | 51,566 | 33,694 | |||||||||
Total current assets | 569,791 | 456,916 | |||||||||
| Property and equipment | 2,515,378 | 2,405,335 | |||||||||
| Less – accumulated depreciation | 908,852 | 862,077 | |||||||||
Property and equipment, net | 1,606,526 | 1,543,258 | |||||||||
| Goodwill | 44,710 | — | |||||||||
| Intangible assets, net | 50,974 | — | |||||||||
Other non-current assets (1) | 207,140 | 156,502 | |||||||||
| Total assets | $ | 2,479,141 | $ | 2,156,676 | |||||||
| LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
Accounts payable | $ | 92,425 | $ | 83,263 | |||||||
Current portion of long-term debt | 6,250 | 25,000 | |||||||||
Insurance and claims accruals | 70,073 | 76,917 | |||||||||
Accrued payroll | 43,397 | 35,594 | |||||||||
| Accrued expenses | 27,574 | 25,032 | |||||||||
Other current liabilities | 21,509 | 28,208 | |||||||||
Total current liabilities | 261,228 | 274,014 | |||||||||
| Long-term debt, net of current portion | 343,750 | 175,000 | |||||||||
| Other long-term liabilities | 43,656 | 43,114 | |||||||||
Insurance and claims accruals, net of current portion (1) | 234,000 | 231,638 | |||||||||
| Deferred income taxes | 253,335 | 237,870 | |||||||||
| Total liabilities | 1,135,969 | 961,636 | |||||||||
| Temporary equity - redeemable noncontrolling interest | 36,615 | — | |||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $.01 par value, 200,000,000 shares authorized; 80,533,536 | |||||||||||
| shares issued; 66,884,251 and 67,931,726 shares outstanding, respectively | 805 | 805 | |||||||||
Paid-in capital | 119,776 | 116,039 | |||||||||
Retained earnings | 1,598,232 | 1,438,916 | |||||||||
Accumulated other comprehensive loss | (21,592) | (22,833) | |||||||||
| Treasury stock, at cost; 13,649,285 and 12,601,810 shares, respectively | (390,664) | (337,887) | |||||||||
| Total stockholders’ equity | 1,306,557 | 1,195,040 | |||||||||
| Total liabilities, temporary equity and stockholders’ equity | $ | 2,479,141 | $ | 2,156,676 | |||||||
(1) Under the terms of our insurance policies, we are the primary obligor of the damage award in the previously mentioned adverse jury verdict, and as such, we have recorded a $79.2 million receivable from our 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 in the unaudited condensed balance sheets as of September 30, 2021 and December 31, 2020.