NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) Accounting Policies
New Accounting Pronouncements Adopted
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which reduces complexity in accounting for income taxes by removing certain exceptions to the general principles stated in Topic 740 and by clarifying and amending existing guidance to improve consistent application of and simplify other areas of Topic 740. The Company adopted ASU 2019-12 as of January 1, 2021. Upon adoption, this update had no effect on our financial position, results of operations and cash flows.
Accounting Standards Updates Not Yet Effective
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)” which provides optional guidance for a limited period of time to ease the potential burden in accounting for reference rate reform on financial reporting. The provisions of this update are effective for all entities as of March 12, 2020 through December 31, 2022 and apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. We are evaluating the impact of the optional expedients in this update and their applicability to modifications of our existing credit facilities and hedging relationships that reference LIBOR.
(2) Business Acquisition
ECM Acquisition
On July 1, 2021, pursuant to a Unit Purchase Agreement, we acquired an 80% ownership interest in ECM Associated, LLC ("ECM”) for $141.3 million after net working capital changes and net of cash acquired. We have an exclusive option to purchase the remaining 20% ownership interest in ECM upon the occurrence of certain events or after a period of five years following transaction close, based on a fixed multiple of ECM’s average annual adjusted earnings before interest, taxes, depreciation and amortization. The noncontrolling interest holder also has an option to put the remaining 20% ownership interest to us on the same terms. We record the 20% remaining interest in temporary equity – redeemable noncontrolling interest in the consolidated condensed balance sheets. We recorded net income attributable to noncontrolling interest of $1.3 million and a distribution to the noncontrolling interest holder of $35 thousand for the three months ended September 30, 2021.
ECM, through its ECM Transport, LLC (“ECM Transport”) and Motor Carrier Service (“MCS”) subsidiaries, provides regional truckload carrier services in the Mid-Atlantic, Ohio, and Northeast regions of the United States and operates nearly 500 trucks and 2,000 trailers in its network of eight terminals and 18 drop yard facilities. The primary reason for this acquisition was to expand our fleet size, terminal network, geographic market presence, and short-haul expertise in a segment in which consumer demand and supply chain needs are growing.
We financed the cash transaction through a combination of cash on hand, existing credit facilities, and the addition of a $100.0 million unsecured fixed-rate term loan commitment with BMO Harris Bank N.A. on June 30, 2021. For more information regarding our debt, see Note 7 – Credit Facilities.
The results of operations for ECM are included in our consolidated financial statements beginning July 1, 2021. We incurred transaction costs related to the acquisition, such as legal and professional fees, of $1.0 million for the nine months ended September 30, 2021, which is included in other operating expenses on the consolidated statements of income.
Provisional Purchase Price Allocation
We accounted for the purchase of ECM using the acquisition method of accounting under U.S. generally accepted accounting principles (GAAP). The purchase price has been allocated to the assets acquired and liabilities assumed using market data and valuation techniques. The estimated fair values of the assets acquired and liabilities assumed are considered provisional, pending the completion of the valuation of acquired tangible assets, an independent valuation of certain acquired intangible assets, and the calculation of deferred taxes based upon the underlying tax basis of assets acquired and liabilities assumed. The determination of estimated fair values requires management to make significant estimates and assumptions. We believe that the information available provides a reasonable basis for estimating the values of assets acquired and liabilities assumed; however, these provisional estimates may be adjusted upon the availability of new information regarding facts and circumstances which existed at the acquisition date, and such adjustments may impact future earnings. We expect to finalize the valuation of assets and liabilities as soon as practicable, but not later than one year from the acquisition date. Any adjustments to the initial
estimates of the fair value of the acquired assets and liabilities assumed will be recorded as adjustments to the respective assets and liabilities, with the residual amounts allocated to goodwill.
The provisional purchase price allocation for ECM is summarized as follows (in thousands):
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Purchase Price
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Cash consideration paid (1)
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$
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155,686
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Cash and cash equivalents acquired
|
(13,327)
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Working capital surplus (deficiency)
|
(1,068)
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Total purchase price (fair value of consideration)
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141,291
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Provisional Purchase Price Allocation
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Accounts receivable, trade
|
16,170
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Other receivables
|
43
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Inventories and supplies
|
204
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Prepaid taxes, licenses and permits
|
700
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Other current assets
|
351
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Property and equipment
|
68,772
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Intangible assets
|
52,200
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Other non-current assets
|
3,644
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Total assets acquired
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142,084
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|
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Accounts payable
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(510)
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Insurance and claims accruals
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(890)
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Accrued payroll
|
(2,130)
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Accrued expenses
|
(3,006)
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Other current liabilities
|
(1,185)
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Other long-term liabilities
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(2,460)
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Total liabilities assumed
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(10,181)
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Temporary equity - redeemable noncontrolling interest in ECM
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(35,322)
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Goodwill
|
$
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44,710
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(1) At closing, $0.8 million and $0.7 million of the cash consideration was placed in escrow to cover post-closing adjustments and to secure certain indemnification obligations of the sellers, respectively. As of September 30, 2021, the indemnification escrow payment remains subject to adjustment.
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Goodwill and Intangible Assets
Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired in a business combination. Goodwill and intangible assets with indefinite lives are not amortized. Goodwill is reviewed for potential impairment on an annual basis or more frequently if indicators of a potential impairment exist. Goodwill associated with the acquisition was primarily attributable to acquiring and retaining the existing ECM network and the anticipated synergies from combining the operations of the Company and ECM. The goodwill associated with the acquisition is expected to be deductible for income tax purposes. All goodwill is assigned to our Truckload Transportation Services (“TTS”) segment.
We have allocated $52.2 million of the purchase price to finite-lived intangible assets, consisting of customer relationships and trade names. The estimated fair values of the intangible assets were determined, with the assistance of an independent third-party valuation firm, using the multi-period excess earnings method for customer relationships and the relief-from-royalty method for trade names. All methods are forms of the income approach, which require a forecast of all the expected future cash flows.
Intangible assets with finite lives are amortized on the straight-line method. Amortization expense on acquired intangible assets was $1.2 million for three and nine months ended September 30, 2021. The following table summarizes the major classes of intangible assets and the respective weighted-average estimated amortization periods:
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Estimated Fair Value
(in thousands)
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Weighted-Average Estimated Amortization Period
(Years)
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Customer relationships
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$
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33,200
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10
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Trade names
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19,000
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|
12
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Total intangible assets
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$
|
52,200
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(3) 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):
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Three Months Ended
September 30,
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Nine Months Ended
September 30,
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2021
|
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2020
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2021
|
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2020
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Truckload Transportation Services
|
$
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527,697
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|
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$
|
458,256
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$
|
1,481,846
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$
|
1,368,172
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Werner Logistics
|
157,968
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|
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117,351
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|
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437,494
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|
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339,678
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Inter-segment eliminations
|
(212)
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(30)
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(539)
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(55)
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Transportation services
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685,453
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575,577
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1,918,801
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|
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1,707,795
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Other revenues
|
17,438
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|
|
14,637
|
|
|
50,350
|
|
|
44,081
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Total revenues
|
$
|
702,891
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|
|
$
|
590,214
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|
|
$
|
1,969,151
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|
|
$
|
1,751,876
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|
The following table presents our revenues disaggregated by geographic areas in which we conduct business (in thousands). 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.
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Three Months Ended
September 30,
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Nine Months Ended
September 30,
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|
2021
|
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2020
|
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2021
|
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2020
|
United States
|
$
|
657,795
|
|
|
$
|
534,978
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|
|
$
|
1,815,180
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|
|
$
|
1,581,474
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Mexico
|
38,187
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|
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36,708
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|
|
116,268
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|
|
111,174
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Other
|
6,909
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|
|
18,528
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|
|
37,703
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|
|
59,228
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Total revenues
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$
|
702,891
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|
|
$
|
590,214
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|
|
$
|
1,969,151
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|
|
$
|
1,751,876
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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 September 30, 2021 and December 31, 2020, the accounts receivable, trade, net, balance was $426.3 million and $341.1 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 September 30, 2021 and December 31, 2020, the balance of contract assets was $9.2 million and $6.9 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. The balance of contract liabilities was $1.2 million as of September 30, 2021 and $1.5 million as of December 31, 2020. The amount of revenues recognized in the nine months ended September 30, 2021 that was included in the December 31, 2020 contract liability balance was $1.5 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 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 nine months ended September 30, 2021 and September 30, 2020, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material.
(4) Leases
We have entered into operating leases primarily for real estate. The leases have terms which range from 1 year to 13 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 information about the amount, timing and uncertainty of cash flows arising from our operating leases as of September 30, 2021.
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(In thousands)
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September 30, 2021
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Maturity of Lease Liabilities
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2021 (remaining)
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$
|
1,240
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2022
|
4,384
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2023
|
2,959
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2024
|
2,144
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2025
|
1,617
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Thereafter
|
2,711
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Total undiscounted operating lease payments
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$
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15,055
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Less: Imputed interest
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(1,010)
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Present value of operating lease liabilities
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$
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14,045
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Balance Sheet Classification
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Right-of-use assets (recorded in other non-current assets)
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$
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13,580
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Current lease liabilities (recorded in other current liabilities)
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$
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4,305
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Long-term lease liabilities (recorded in other long-term liabilities)
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9,740
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Total operating lease liabilities
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$
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14,045
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Other Information
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Weighted-average remaining lease term for operating leases
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4.90 years
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Weighted-average discount rate for operating leases
|
2.91
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%
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Cash Flows
During the nine months ended September 30, 2021 and September 30, 2020, right-of-use assets of $3.9 million and $2.4 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 $3.2 million and $3.0 million for the nine months ended September 30, 2021 and September 30, 2020, respectively, and is included in operating cash flows.
Operating Lease Expense
Operating lease expense was $4.2 million and $11.3 million for the three and nine months ended September 30, 2021, respectively, and $2.7 million and $6.8 million for the three and nine months ended September 30, 2020, respectively. This expense included $1.3 million and $3.3 million for the three and nine months ended September 30, 2021, respectively, and $0.9 million and $2.8 million for the three and nine months ended September 30, 2020, respectively, for long-term operating leases, with the remainder for variable and short-term lease expense.
Lessor Operating Leases
We are the lessor of tractors and trailers under operating leases with initial terms of 2 to 10 years. We recognize revenue for such leases on a straight-line basis over the term of the lease. Revenues were $2.9 million and $9.0 million for the three and nine months ended September 30, 2021, respectively, and $3.0 million and $9.4 million for the three and nine months ended September 30, 2020, respectively. The following table presents information about the maturities of these operating leases as of September 30, 2021.
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(In thousands)
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September 30, 2021
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2021 (remaining)
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$
|
2,483
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2022
|
5,688
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2023
|
—
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2024
|
—
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2025
|
—
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Thereafter
|
—
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Total
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$
|
8,171
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(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.
The following table presents the Company's fair value hierarchy for assets measured at fair value on a recurring basis (in thousands):
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Level in Fair
|
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Fair Value
|
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Value Hierarchy
|
|
September 30, 2021
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December 31, 2020
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Other non-current assets:
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|
|
|
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Equity securities (1)
|
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1
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|
$
|
13,129
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N/A
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(1) Represents our investment in TuSimple Class A common stock. For additional information regarding the valuation of our investment in TuSimple, see Note 6 – Investments.
Our investment in Mastery Logistics Systems, Inc. (“MLSI”) is estimated at fair value on a nonrecurring basis, as MLSI does not have a readily determinable fair value. MLSI is accounted for using the measurement alternative under ASC 321,
“Investments - Equity Securities” (categorized as Level 3 of the fair value hierarchy). For additional information regarding the valuation of our investment in MLSI, see Note 6 – Investments.
Valuation Techniques
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.
Fair Value of Financial Instruments Not Recorded at Fair Value
Cash, accounts receivable trade, and accounts payable are short-term in nature and accordingly are carried at amounts that approximate fair value. These financial instruments are recorded at or near their respective transaction prices and historically have been settled or converted to cash at approximately that value (categorized as Level 2 of the fair value hierarchy).
The carrying amounts of our long-term debt approximate fair value due to the duration of our credit facilities and the variable interest rates (categorized as Level 2 of the fair value hierarchy).
(6) Investments
Equity Investments without Readily Determinable Fair Values
In 2020, we entered into a strategic partnership with MLSI, a transportation management systems company. We are collaborating with MLSI to develop a cloud-based transportation management system using MLSI's SaaS technology which we have agreed to license. In both November 2020 and September 2021, we paid MLSI $5.0 million for shares of its preferred stock. As of September 30, 2021, our ownership percentage in MLSI was approximately 9.8%. This investment is being accounted for under ASC 321, “Investments - Equity Securities,” using the measurement alternative, and is recorded in other noncurrent assets on the consolidated condensed balance sheets. We record changes in the value of our investment, based on events that occur that would indicate the value of our investment in MLSI has changed, in other expense (income) on the consolidated statements of income. During third quarter 2021, an investment by a third-party resulted in the remeasurement of our investment in MLSI, and in the three and nine months ended September 30, 2021, we recognized a $28.2 million unrealized gain on our investment based upon the price paid by the third party. As of September 30, 2021 and December 31, 2020, the fair value of our investment was $38.2 million and $5.0 million, respectively.
Equity Investments with Readily Determinable Fair Values
On January 8, 2021, we made a $5.0 million equity investment in TuSimple, an autonomous technology company. Upon completion of TuSimple’s initial public offering in April 2021, our equity investment was converted to Class A common shares. Our interest, which represents an ownership percentage of less than 1%, is being accounted for under ASC 321, “Investments - Equity Securities” and is recorded in other noncurrent assets on the consolidated condensed balance sheets. We record changes in the value of our investment, based on the share price reported by Nasdaq, in other expense (income) on the consolidated statements of income. In the three and nine months ended September 30, 2021, we recognized a $12.1 million unrealized loss and $8.1 million unrealized gain on our investment. As of September 30, 2021, the fair value of our investment was $13.1 million. For additional information on the fair value of our investment in TuSimple, see Note 5 – Fair Value.
(7) Credit Facilities
On June 30, 2021, we amended our existing credit agreement, dated May 14, 2019, with BMO Harris Bank N.A. The amendment added an unsecured fixed-rate term loan commitment not to exceed a principal amount of $100.0 million and increased our borrowing capacity with BMO Harris Bank N.A. from $200.0 million to $300.0 million. The outstanding principal balance of the term loan bears interest at a fixed rate of 1.28%.
As of September 30, 2021, we had a $300.0 million and a $200.0 million unsecured committed credit facility with Wells Fargo Bank, N.A. and BMO Harris Bank N.A., respectively, which will expire on May 14, 2024. Borrowings under these credit facilities bear variable interest based on the London Interbank Offered Rate (“LIBOR”). We also had a new $100.0 million unsecured fixed-rate term loan commitment with BMO Harris Bank N.A., as described above, with quarterly principal payments of $1.25 million beginning September 30, 2021 and a final payment of principal and interest due and payable on May 14, 2024.
As of September 30, 2021 and December 31, 2020, our outstanding debt totaled $350.0 million and $200.0 million, respectively. Under the credit facilities as of September 30, 2021, we had $100.0 million outstanding at a variable interest rate of 0.76% and $100.0 million outstanding at a fixed interest rate of 1.28%. We had (i) an additional $75.0 million outstanding under the Wells Fargo Bank, N.A. credit facility at a variable interest rate of 0.76% as of September 30, 2021, which is effectively fixed at 2.32% with an interest rate swap agreement through May 14, 2024 and (ii) an additional $75.0 million outstanding under the BMO Harris Bank N.A. credit facility at a variable interest rate of 0.78% as of September 30, 2021, which is effectively fixed at 2.36% with an interest rate swap agreement through May 14, 2024. Subsequent to the end of the quarter, in October 2021, we borrowed an additional $50.0 million under our BMO Harris Bank N.A. credit facility, which will be classified as long-term in the consolidated condensed balance sheets. The $600.0 million of borrowing capacity under our credit arrangements at September 30, 2021, is further reduced by $50.9 million in stand-by letters of credit under which we are obligated. Each of the debt agreements includes, among other things, financial covenants requiring us (i) to exceed a minimum ratio of earnings before interest, income taxes, depreciation and amortization to interest expense and/or (ii) not to exceed a maximum ratio of total funded debt to earnings before interest, income taxes, depreciation and amortization (as such terms are defined in each credit facility). At September 30, 2021, we were in compliance with these covenants.
At September 30, 2021, the aggregate future maturities of long-term debt by year are as follows (in thousands):
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|
|
|
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2021 (remaining)
|
$
|
2,500
|
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2022
|
5,000
|
|
2023
|
5,000
|
|
2024
|
337,500
|
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2025
|
—
|
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Total
|
$
|
350,000
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(8) Commitments and Contingencies
As of September 30, 2021, we have committed to property and equipment purchases of approximately $109.7 million.
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 Werner Enterprises, Inc. (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 $27.5 million as of September 30, 2021, and $23.6 million as of December 31, 2020. 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 in the consolidated condensed balance sheets as of September 30, 2021 and December 31, 2020.
The Company is pursuing an appeal of this verdict. No assurances can be given regarding the outcome of any such appeal.
We have been involved in class action litigation in the U.S. District Court for the District of Nebraska, in which the plaintiffs allege that we owe drivers for unpaid wages under the Fair Labor Standards Act (“FLSA”) and the Nebraska Wage Payment and Collection Act and that we failed to pay minimum wage per hour for drivers in our Career Track Program, related to short break time and sleeper berth time. The period covered by this class action suit is August 2008 through March 2014. The case was tried to a jury in May 2017, resulting in a verdict of $0.8 million in plaintiffs’ favor on the short break matter and a verdict
in our favor on the sleeper berth matter. As a result of various post-trial motions, the court awarded $0.5 million to the plaintiffs for attorney fees and costs. Plaintiffs appealed the post-verdict amounts awarded by the trial court for fees, costs and liquidated damages, and the Company filed a cross appeal on the verdict that was in plaintiffs’ favor. The United States Court of Appeals for the Eighth Circuit denied Plaintiffs’ appeal and granted Werner’s appeal, vacating the judgment in favor of the plaintiffs. The appellate court sent the case back to the trial court for proceedings consistent with the appellate court’s opinion. On June 22, 2020, the trial court denied Plaintiffs’ request for a new trial and entered judgment in favor of the Company, dismissing the case with prejudice. On July 21, 2020, Plaintiffs’ counsel filed a notice of appeal of that dismissal. As of September 30, 2021, we have an accrual for the jury’s award, attorney fees and costs in the short break matter and had not accrued for the sleeper berth matter.
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 these class actions 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 Per Share
Basic earnings per share is computed by dividing net income attributable to Werner by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income 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. There are no differences in the numerators of our computations of basic and diluted earnings per share for any periods presented.
The computation of basic and diluted earnings per share is shown below (in thousands, except per share amounts).
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Net income attributable to Werner
|
$
|
63,761
|
|
|
$
|
46,332
|
|
|
$
|
182,285
|
|
|
$
|
108,522
|
|
Weighted average common shares outstanding
|
67,475
|
|
|
69,097
|
|
|
67,776
|
|
|
69,148
|
|
Dilutive effect of stock-based awards
|
359
|
|
|
352
|
|
|
360
|
|
|
352
|
|
Shares used in computing diluted earnings per share
|
67,834
|
|
|
69,449
|
|
|
68,136
|
|
|
69,500
|
|
Basic earnings per share
|
$
|
0.94
|
|
|
$
|
0.67
|
|
|
$
|
2.69
|
|
|
$
|
1.57
|
|
Diluted earnings per share
|
$
|
0.94
|
|
|
$
|
0.67
|
|
|
$
|
2.68
|
|
|
$
|
1.56
|
|
(10) Equity Compensation
The Werner Enterprises, Inc. Amended and Restated Equity Plan (the “Equity Plan”), approved by the Company’s shareholders in 2013, provides for grants to employees and non-employee directors of the Company in the form of nonqualified stock options, restricted stock and units (“restricted awards”), performance awards, and stock appreciation rights. The Board of Directors or the Compensation Committee of our Board of Directors determines the terms of each award, including the type, recipients, number of shares subject to and vesting conditions of each award. No awards of stock appreciation rights have been issued under the Equity Plan to date, and no stock option awards are outstanding. The maximum number of shares of common stock that may be awarded under the Equity Plan is 20,000,000 shares. The maximum aggregate number of shares that may be awarded to any one person in any one calendar year under the Equity Plan is 500,000. As of September 30, 2021, there were 6,527,854 shares available for granting additional awards.
Equity compensation expense is included in salaries, wages and benefits within the consolidated statements of income. As of September 30, 2021, the total unrecognized compensation cost related to non-vested equity compensation awards was approximately $13.3 million and is expected to be recognized over a weighted average period of 1.7 years.
The following table summarizes the equity compensation expense and related income tax benefit recognized in the consolidated statements of income (in thousands):
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|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Restricted awards:
|
|
|
|
|
|
|
|
Pre-tax compensation expense
|
$
|
1,606
|
|
|
$
|
1,375
|
|
|
$
|
4,693
|
|
|
$
|
3,863
|
|
Tax benefit
|
410
|
|
|
351
|
|
|
1,197
|
|
|
985
|
|
Restricted stock expense, net of tax
|
$
|
1,196
|
|
|
$
|
1,024
|
|
|
$
|
3,496
|
|
|
$
|
2,878
|
|
Performance awards:
|
|
|
|
|
|
|
|
Pre-tax compensation expense
|
$
|
1,144
|
|
|
$
|
1,086
|
|
|
$
|
3,299
|
|
|
$
|
2,149
|
|
Tax benefit
|
291
|
|
|
277
|
|
|
841
|
|
|
548
|
|
Performance award expense, net of tax
|
$
|
853
|
|
|
$
|
809
|
|
|
$
|
2,458
|
|
|
$
|
1,601
|
|
We do not have a formal policy for issuing shares upon vesting of restricted and performance awards. Such shares are generally issued from treasury stock. From time to time, we repurchase shares of our common stock, the timing and amount of which depends on market and other factors. Historically, the shares acquired from such repurchases have provided us with sufficient quantities of stock to issue for equity compensation. Based on current treasury stock levels, we do not expect to repurchase additional shares specifically for equity compensation during 2021.
Restricted Awards
Restricted stock entitles the holder to shares of common stock when the award vests. Restricted stock units entitle the holder to a combination of cash or stock equal to the value of common stock when the unit vests. The value of these shares may fluctuate according to market conditions and other factors. Restricted awards currently outstanding vest over periods ranging from 12 to 60 months from the grant date of the award. The restricted awards do not confer any voting or dividend rights to recipients until such shares vest and do not have any post-vesting sales restrictions.
The following table summarizes restricted award activity for the nine months ended September 30, 2021:
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|
|
|
|
|
|
|
|
|
Number of
Restricted
Awards (in
thousands)
|
|
Weighted
Average Grant
Date Fair
Value ($)
|
Nonvested at beginning of period
|
367
|
|
|
$
|
35.78
|
|
Granted
|
130
|
|
|
41.96
|
|
Vested
|
(123)
|
|
|
35.09
|
|
Forfeited
|
(13)
|
|
|
36.88
|
|
Nonvested at end of period
|
361
|
|
|
38.20
|
|
We estimate the fair value of restricted awards based upon the market price of the underlying common stock on the date of grant, reduced by the present value of estimated future dividends because the awards are not entitled to receive dividends prior to vesting. Our estimate of future dividends is based on the most recent quarterly dividend rate at the time of grant, adjusted for any known future changes in the dividend rate. Cash settled restricted stock units are recorded as a liability within the consolidated condensed balance sheets and are adjusted to fair value each reporting period.
The total fair value of previously granted restricted awards vested during the nine-month periods ended September 30, 2021 and September 30, 2020 was $5.2 million and $3.4 million, respectively. We withheld shares based on the closing stock price on the vesting date to settle the employees’ statutory obligation for the applicable income and other employment taxes. The shares withheld to satisfy the tax withholding obligations were recorded as treasury stock.
Performance Awards
Performance awards entitle the recipient to shares of common stock upon attainment of performance objectives as pre-established by the Compensation Committee. If the performance objectives are achieved, performance awards currently outstanding vest, subject to continued employment, 36 months after the grant date of the award. The performance awards do not confer any voting or dividend rights to recipients until such shares vest and do not have any post-vesting sales restrictions.
The following table summarizes performance award activity for the nine months ended September 30, 2021:
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|
|
|
|
|
|
|
|
|
|
|
|
Number of
Performance
Awards (in
thousands)
|
|
Weighted
Average Grant
Date Fair
Value ($)
|
Nonvested at beginning of period
|
262
|
|
|
$
|
32.96
|
|
Granted
|
77
|
|
|
38.48
|
|
Vested
|
(100)
|
|
|
33.04
|
|
Forfeited
|
—
|
|
|
—
|
|
Nonvested at end of period
|
239
|
|
|
34.70
|
|
The 2021 performance awards are earned based upon the level of attainment by the Company of specified performance objectives related to cumulative diluted earnings per share for the two-year period from January 1, 2021 to December 31, 2022. Shares earned based on cumulative diluted earnings per share may be capped based on the Company’s total shareholder return during the three-year period ended December 31, 2023, relative to the total shareholder return of a peer group of companies for the same period. The 2021 performance awards will vest in one installment on the third anniversary from the grant date. In January 2021, the Compensation Committee determined the 2018 fiscal year performance objectives were achieved at a level above the target level; the additional shares earned above the target level were included in 2020 shares granted.
We estimate the fair value of performance awards based upon the market price of the underlying common stock on the date of grant, reduced by the present value of estimated future dividends because the awards are not entitled to receive dividends prior to vesting. Our estimate of future dividends is based on the most recent quarterly dividend rate at the time of grant, adjusted for any known future changes in the dividend rate.
The vesting date fair value of performance awards that vested during the nine-month periods ended September 30, 2021 and September 30, 2020 was $4.1 million and $5.8 million, respectively. We withheld shares based on the closing stock price on the vesting date to settle the employees’ statutory obligation for the applicable income and other employment taxes. The shares withheld to satisfy the tax withholding obligations were recorded as treasury stock.
(11) Segment Information
We have two reportable segments – Truckload Transportation Services and Werner Logistics.
The TTS segment consists of two operating units, Dedicated and One-Way Truckload. These units 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, including ECM, 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 generates the majority of our non-trucking revenues through three operating units that provide non-trucking services to our customers. 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 home and business deliveries of large or heavy items using third-party agents with two associates operating a liftgate straight truck. In first quarter 2021, we completed the previously-announced sale of the Werner Global Logistics (“WGL”) freight forwarding services for international ocean and air shipments to Scan Global Logistics Group, and we realized a $1.0 million gain when the transaction closed on February 26, 2021. Werner Logistics will continue to provide North American truck brokerage, freight management, intermodal and final mile services.
We generate other revenues from our driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, and other business activities. None of these operations meets the quantitative reporting thresholds. As a result, these operations are grouped in “Other” in the table below. “Corporate” includes revenues and expenses that are incidental to our activities and are not attributable to any of our operating segments, including gains and losses on sales of assets not attributable to our operating segments. We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment. Inter-segment eliminations in the table below represent transactions between reporting segments that are eliminated in consolidation. The following table summarizes our segment information (in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Revenues
|
|
|
|
|
|
|
|
Truckload Transportation Services
|
$
|
527,697
|
|
|
$
|
458,256
|
|
|
$
|
1,481,846
|
|
|
$
|
1,368,172
|
|
Werner Logistics
|
157,968
|
|
|
117,351
|
|
|
437,494
|
|
|
339,678
|
|
Other
|
17,004
|
|
|
14,156
|
|
|
49,128
|
|
|
42,539
|
|
Corporate
|
434
|
|
|
481
|
|
|
1,222
|
|
|
1,542
|
|
Subtotal
|
703,103
|
|
|
590,244
|
|
|
1,969,690
|
|
|
1,751,931
|
|
Inter-segment eliminations
|
(212)
|
|
|
(30)
|
|
|
(539)
|
|
|
(55)
|
|
Total
|
$
|
702,891
|
|
|
$
|
590,214
|
|
|
$
|
1,969,151
|
|
|
$
|
1,751,876
|
|
|
|
|
|
|
|
|
|
Operating Income
|
|
|
|
|
|
|
|
Truckload Transportation Services
|
$
|
62,856
|
|
|
$
|
63,080
|
|
|
$
|
193,592
|
|
|
$
|
143,394
|
|
Werner Logistics
|
7,650
|
|
|
(852)
|
|
|
16,151
|
|
|
3,372
|
|
Other
|
1,406
|
|
|
566
|
|
|
3,935
|
|
|
2,932
|
|
Corporate
|
(588)
|
|
|
(691)
|
|
|
(3,020)
|
|
|
(3,711)
|
|
Total
|
$
|
71,324
|
|
|
$
|
62,103
|
|
|
$
|
210,658
|
|
|
$
|
145,987
|
|