Form 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION PERIOD FROM              TO             

 

Commission File Number

000-23189

 


 

C.H. ROBINSON WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   41-1883630

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

8100 Mitchell Road, Eden Prairie, Minnesota   55344-2248
(Address of principal executive offices)   (Zip Code)

 

(952) 937-8500

(Registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act).    Yes   x    No  ¨

 

As of July 30, 2004, the number of outstanding shares of the registrant’s common stock was 85,398,317.

 



PART I — FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

 

C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(unaudited)

 

     June 30,
2004


    December 31,
2003 (1)


 
ASSETS                 

CURRENT ASSETS:

                

Cash and cash equivalents

   $ 177,069     $ 198,513  

Available-for-sale securities

     45,969       45,736  

Receivables, net of allowance for doubtful accounts of $24,828 and $23,569

     519,852       457,455  

Deferred tax asset

     9,311       9,535  

Prepaid expenses and other

     8,226       6,090  
    


 


Total current assets

     760,427       717,329  

PROPERTY AND EQUIPMENT, net

     37,415       25,625  

GOODWILL, net

     163,193       155,070  

INTANGIBLE AND OTHER ASSETS, net

     11,305       10,125  
    


 


Total assets

   $ 972,340     $ 908,149  
    


 


LIABILITIES AND STOCKHOLDERS’ INVESTMENT

                

CURRENT LIABILITIES:

                

Accounts payable

   $ 335,352     $ 311,927  

Accrued expenses –

                

Compensation and profit-sharing contribution

     36,880       46,582  

Income taxes and other

     27,003       22,692  
    


 


Total current liabilities

     399,235       381,201  

LONG TERM LIABILITIES:

                

Deferred tax liability

     6,532       5,598  

Non-qualified deferred compensation obligation

     2,711       2,603  
    


 


Total liabilities

     408,478       389,402  
    


 


STOCKHOLDERS’ INVESTMENT:

                

Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding

     —         —    

Common stock, $0.10 par value, 130,000 shares authorized; 85,783 and 85,762 shares issued, 85,406 and 85,304 shares outstanding

     8,541       8,530  

Additional paid-in capital

     171,216       174,009  

Retained earnings

     445,588       404,750  

Deferred compensation

     (44,901 )     (52,285 )

Cumulative other comprehensive loss

     (2,127 )     (363 )

Treasury stock at cost (377 and 458 shares)

     (14,455 )     (15,894 )
    


 


Total stockholders’ investment

     563,862       518,747  
    


 


Total liabilities and stockholders’ investment

   $ 972,340     $ 908,149  
    


 



(1) The December 31, 2003 balance sheet has been restated for retroactive adoption of the fair value recognition provisions of SFAS No. 123, Accounting for Stock Based Compensation, as discussed in Note 2.

 

The accompanying notes are an integral part of these condensed consolidated balance sheets.

 

- 2 -


C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Income

(In thousands, except per share data)

(unaudited)

 

    

Three Months

Ended June 30,


  

Six Months

Ended June 30,


     2004

    2003 (1)

   2004

    2003 (1)

GROSS REVENUES

                             

Transportation

   $ 871,678     $ 723,232    $ 1,644,127     $ 1,364,776

Sourcing

     197,244       204,702      363,487       372,616

Information Services

     8,179       7,272      16,097       14,558
    


 

  


 

Total gross revenues

     1,077,101       935,206      2,023,711       1,751,950

COST OF TRANSPORTATION, PRODUCTS AND HANDLING

                             

Transportation

     737,462       608,266      1,380,071       1,135,826

Sourcing

     181,584       190,915      336,001       347,008
    


 

  


 

Total cost of transportation, products and handling

     919,046       799,181      1,716,072       1,482,834
    


 

  


 

GROSS PROFITS

     158,055       136,025      307,639       269,116

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

                             

Personnel expenses

     81,225       69,629      158,799       138,821

Other selling, general, and administrative expenses

     24,313       22,126      49,152       44,538
    


 

  


 

Total selling, general, and administrative expenses

     105,538       91,755      207,951       183,359
    


 

  


 

INCOME FROM OPERATIONS

     52,517       44,270      99,688       85,757

INVESTMENT AND OTHER INCOME

                             

Interest income and other

     757       801      1,344       1,211

Non-qualified deferred compensation investment (loss) gain

     (39 )     249      31       183
    


 

  


 

Total investment and other income

     718       1,050      1,375       1,394
    


 

  


 

INCOME BEFORE PROVISION FOR INCOME TAXES

     53,235       45,320      101,063       87,151

PROVISION FOR INCOME TAXES

     20,957       18,099      39,713       34,790
    


 

  


 

NET INCOME

     32,278       27,221      61,350       52,361

OTHER COMPREHENSIVE (LOSS) INCOME:

                             

Foreign currency translation adjustment

     (1,056 )     672      (1,758 )     1,002
    


 

  


 

COMPREHENSIVE INCOME

   $ 31,222     $ 27,893    $ 59,592     $ 53,363
    


 

  


 

BASIC NET INCOME PER SHARE

   $ 0.38     $ 0.32    $ 0.72     $ 0.62
    


 

  


 

DILUTED NET INCOME PER SHARE

   $ 0.37     $ 0.32    $ 0.71     $ 0.61
    


 

  


 

BASIC WEIGHTED AVERAGE SHARES OUTSTANDING

     84,677       84,391      84,638       84,362

DILUTIVE EFFECT OF OUTSTANDING STOCK AWARDS

     1,886       1,735      1,839       1,513
    


 

  


 

DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

     86,563       86,126      86,477       85,875
    


 

  


 


(1) The three months and the six months ended June 30, 2003 results have been restated for retroactive adoption of the fair value recognition provisions of SFAS No. 123, Accounting for Stock Based Compensation, as discussed in Note 2.

 

The accompanying notes are an integral part of these condensed consolidated statements.

 

- 3 -


C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

 

    

Six Months Ended

June 30,


 
     2004

    2003 (1)

 

OPERATING ACTIVITIES:

                

Net income

   $ 61,350     $ 52,361  

Adjustments to reconcile net income to net cash provided by operating activities–

                

Depreciation and amortization

     5,374       5,466  

Other non-cash expenses

     14,892       10,143  

Changes in operating elements–

                

Receivables

     (65,440 )     (26,610 )

Prepaid expenses and other

     (2,127 )     (2,063 )

Accounts payable

     22,089       21,288  

Accrued compensation and profit sharing contribution

     (9,720 )     (3,597 )

Accrued income taxes and other

     3,791       (2,453 )
    


 


Net cash provided by operating activities

     30,209       54,535  
    


 


INVESTING ACTIVITIES:

                

Purchases of property and equipment, net

     (15,697 )     (2,850 )

Purchases of available for sale securities, net

     (239 )     (291 )

Cash paid for acquisitions, net

     (9,112 )     —    

Other

     (837 )     (1,571 )
    


 


Net cash used for investing activities

     (25,885 )     (4,712 )
    


 


FINANCING ACTIVITIES:

                

Common stock issued

     7,566       4,895  

Common stock repurchased

     (11,056 )     (6,984 )

Common stock dividends

     (20,499 )     (13,512 )
    


 


Net cash used for financing activities

     (23,989 )     (15,601 )
    


 


Effect of exchange rates on cash

     (1,779 )     1,002  

Net (decrease) increase in cash and cash equivalents

     (21,444 )     35,224  

CASH AND CASH EQUIVALENTS, beginning of period

     198,513       132,999  
    


 


CASH AND CASH EQUIVALENTS, end of period

   $ 177,069     $ 168,223  
    


 



(1) The June 30, 2003 cash flow has been restated for retroactive adoption of the fair value recognition provisions of SFAS No. 123, Accounting for Stock Based Compensation, as discussed in Note 2.

 

The accompanying notes are an integral part of these condensed consolidated statements.

 

- 4 -


C.H. ROBINSON WORLDWIDE INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. General

 

Basis of Presentation

 

C.H. Robinson Worldwide, Inc. and our subsidiaries (“the Company,” “we,” “us,” or “our”) are a global provider of multimodal transportation services and logistics solutions through a network of 162 branch offices operating in North America, South America, Europe, and Asia. The condensed consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.

 

The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods presented. The results of operations for the six months ended June 30, 2004 and 2003 are not necessarily indicative of results to be expected for the entire year. Pursuant to SEC rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted from these statements. The condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2003.

 

2. Accounting Changes

 

Effective January 1, 2004, we adopted the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, using the retroactive restatement method described in SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure. Under the fair value recognition provisions of SFAS No. 123, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period. All prior periods presented have been restated to reflect the compensation cost that would have been recognized had the recognition provisions of SFAS No. 123 been applied to all awards granted to employees. The impact of the restatement to our previously reported quarter ended June 30, 2003 results was a decrease of $1.7 million in net income and a decrease of $0.02 in diluted earnings per share. The impact of the restatement to our previously reported six months ended June 30, 2003 results was a decrease of $3.4 million in net income and a decrease of $0.04 in diluted earnings per share. The December 31, 2003 balance sheet has been restated which resulted in a decrease in deferred tax liability of $1.7 million and an increase in stockholders’ investment of $1.7 million.

 

3. Goodwill and Intangible Assets

 

A summary of our intangible assets as of June 30, 2004 is as follows (in thousands):

 

    

Unamortizable

intangible

assets


    

Amortizable

intangible

assets


 

Gross

   $ 177,897      $ 4,822  

Accumulated amortization

     (11,870 )      (2,819 )
    


  


Net

   $ 166,027      $ 2,003  
    


  


 

- 5 -


The change in the carrying amount of goodwill for the period ended June 30, 2004 is as follows (in thousands):

 

Balance March 31, 2004

   $ 162,270

Goodwill associated with acquisitions

     923
    

Balance June 30, 2004

   $ 163,193
    

 

Amortization expense for the six months ended June 30, 2004 for other intangible assets was $342,000. Estimated amortization expense for each of the 5 succeeding fiscal years based on the intangible assets at June 30, 2004 is as follows:

 

2004

   $ 755,000

2005

     459,000

2006

     459,000

2007

     297,000

2008

     283,000

Thereafter

     87,000

 

4. Litigation

 

During 2002, we were named as a defendant in two lawsuits by a number of present and former employees. The first lawsuit, brought by a group of 14 current and former female employees, alleges gender discrimination, including hostile working environment, and violations of the Fair Labor Standards Act. The second lawsuit, brought by a group of 6 current and former male employees, alleges violations of the Fair Labor Standards Act. The plaintiffs in both lawsuits seek unspecified monetary and non-monetary damages and class action certification. We deny all allegations and are vigorously defending the suits. In addition, we have insurance coverage for some of the claims asserted in the first lawsuit. Currently, the amount of any possible loss to us cannot be estimated; however, an unfavorable result could have a material adverse effect on our consolidated financial statements.

 

We are not otherwise subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, none of which is expected to have a material adverse effect on our financial condition, results of operations, or cash flows.

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes.

 

Forward-looking Information

 

Our quarterly report on Form 10-Q, including this discussion and analysis of our financial condition and results of operations and our disclosures about market risk, contains certain “forward-looking statements.” These statements represent our expectations, beliefs, intentions, or strategies concerning future events and by their nature involve risks and uncertainties. Forward looking statements include, among others, statements about our future performance, the continuation of historical trends, the sufficiency of our sources of capital for future needs, the effects of acquisitions, the expected impact of recently issued accounting pronouncements, and the outcome or effects of litigation. Risks that could cause actual results to differ materially from our current expectations include changes in market demand and pricing for our services, the impact of competition, changes in relationships with our customers, our ability to source capacity to transport freight, our ability to source produce, the risks associated with litigation and insurance coverage, the impact of new Hours of Service regulation adopted by the U.S. Department of Transportation Federal Motor Carrier Safety Administration, our ability to integrate acquisitions, the impacts of war, the risks associated with operations outside the United States, and changing economic conditions. Therefore, actual results may differ materially from our expectations based on these and other risks and uncertainties, including those described in Exhibit 99.1 to our Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2003 filed on March 15, 2004.

 

- 6 -


Overview

 

We are a global provider of multimodal transportation services and logistics solutions, operating through a network of branch offices in North America, South America, Europe, and Asia. We are a non-asset based transportation provider, meaning we do not own the transportation equipment that is used to transport our customers’ freight. Through our relationships with transportation companies, we select and hire the appropriate transportation and provider to manage our customers’ needs. As an integral part of our transportation services, we provide a wide range of value-added logistics services, such as supply chain analysis, freight consolidation, core carrier program management, and information reporting.

 

In addition to multimodal transportation services, we have two other logistics business lines: fresh produce sourcing and fee-based information services. Our sourcing business is the buying and selling of fresh produce. We purchase fresh produce through our network of produce suppliers, and sell it to wholesalers, grocery retailers, restaurants, and foodservice distributors. In the majority of cases, we also arrange the transportation of the produce we sell, through our relationships with specialized transportation companies. Our information services business is our subsidiary, T-Chek Systems, Inc., which provides a variety of management and information services to motor carrier companies and to fuel distributors. Those services include funds transfer, driver payroll services, fuel management services, and fuel and use tax reporting.

 

Our gross revenues represent the total dollar value of services and goods we sell to our customers. Our costs of transportation, products, and handling include the direct costs of transportation, including motor carrier, rail, ocean, air and other costs, and the purchase price of the products we source. We act principally as a service provider to add value and expertise in the procurement and execution of these services and products for our customers. Our gross profits (gross revenues less the direct costs of transportation, products, and handling) are the primary indicator of our ability to source, add value, and resell services and products that are provided by third parties, and are considered by management to be our primary performance measurement. Accordingly, the discussion of our results of operations below focuses on the changes in our gross profits.

 

Our variable cost business model allows us to be flexible and adapt to changing economic and industry conditions. We buy most of our transportation capacity and produce on a spot-market basis. We also keep our personnel and other operating expenses as variable as possible. Compensation, our largest operating expense, is performance oriented and based on the profitability of our branch offices.

 

We believe our large decentralized branch network is a major competitive advantage. Our worldwide network of offices supports our core strategy of serving customers locally, nationally, and globally. Our branch offices help us penetrate local markets, provide face-to-face service when needed, and recruit carriers. Our decentralized network also gives us knowledge of local market conditions, which is important in transportation because it is so dynamic and market-driven.

 

We opened two new branches in the second quarter of 2004 and are planning to open another four to seven North American branches this year. Because we usually start small and open new offices with only two or three employees, we do not expect them to make a material contribution to our financial results in the first few years of their operation. We believe it is important for our people to be successful on a local basis, by building local customer and carrier relationships, and provide them the technology and communication resources of our established branch network. Acquisitions that fit our growth criteria and culture may also augment our growth. On June 30, 2004, we acquired selected assets of Dalian Decheng Shipping Agency Co, Ltd. (DDSA) and will open additional offices in China in the third quarter of 2004.

 

Since we became a publicly-traded company in 1997, our long-term growth target has been 15% for gross profits, income from operations, and earnings per share. This goal was based on an analysis of our performance in the previous twenty years, during which our compounded annual growth rate was 15%. Our expectation has been that over time we will continue to achieve our target of 15% growth, but that we will have periods in which we exceed that goal, and periods in which we fall short. In the second quarter of 2004, we achieved our long-term growth goal in gross profits, income from operations, and earnings per share. Our gross profits grew 16.2% over the second quarter of 2003. Our income from operations increased 18.6% to $52.5 million and our earnings per share increased 15.6% to $0.37.

 

- 7 -


While we continue to expand our branch network, our customer relationships, our carrier base, and the services we provide, we expect to continue to be challenged during the remainder of 2004 with finding sources of capacity to provide increased services. In the transportation industry, results of operations generally show a seasonal pattern as customers reduce shipments during and after the winter holiday season. In recent years, our income from operations has been lower in the first quarter than in the other three quarters, but it has not had a significant impact on our results of operations or our cash flows. Also, inflation has not materially affected our operations due to the short-term, transactional basis of our business. However, we cannot fully predict the impact seasonality and inflation may have in the future. In 2004, new Hours of Service regulations issued by the U.S. Department of Transportation Federal Motor Carrier Safety Administration may affect many of our suppliers. Our people have been preparing for the new rules and continue to monitor legislative developments. We have been talking with our carriers to determine how they think the regulations will impact them, and working with customers to make sure they understand potential changes in transportation rates and accessorial charges. We do not believe that these regulations will have a material impact on our business, but we cannot predict the effect, if any, that future legislative and regulatory changes may have on the transportation industry.

 

Results of Operations

 

The following table sets forth our gross profit margins, or gross profit as a percentage of gross revenues, between services and products:

 

     Three Months Ended
June 30,


    Six Months Ended
June 30,


 
     2004

    2003

    2004

    2003

 

Transportation

   15.4 %   15.9 %   16.1 %   16.8 %

Sourcing

   7.9     6.7     7.6     6.9  

Information Services

   100.0     100.0     100.0     100.0  

Total

   14.7 %   14.5 %   15.2 %   15.4 %

 

The following table summarizes our gross profits by service line:

 

    

Three Months Ended

June 30,


   

Six Months Ended

June 30,


 
     2004

   2003

   %
change


    2004

   2003

   %
change


 

Gross profits (in thousands)

                                        

Transportation:

                                        

Truck

   $ 115,880    $ 98,673    17.4 %   $ 228,836    $ 199,216    14.9 %

Intermodal

     7,373      7,168    2.9       14,836      12,601    17.7  

Ocean

     5,136      5,242    (2.0 )     9,469      9,847    (3.8 )

Air

     2,383      1,056    125.7       4,128      1,827    125.9  

Miscellaneous

     3,444      2,827    21.8       6,787      5,459    24.3  
    

  

        

  

      

Total transportation

     134,216      114,966    16.7       264,056      228,950    15.3  

Sourcing

     15,660      13,787    13.6       27,486      25,608    7.3  

Information Services

     8,179      7,272    12.5       16,097      14,558    10.6  
    

  

        

  

      

Total

   $ 158,055    $ 136,025    16.2 %   $ 307,639    $ 269,116    14.3 %
    

  

        

  

      

 

- 8 -


The following table represents certain statement of operations data shown as percentages of our gross profits:

 

     Three Months Ended
June 30,


    Six Months Ended
June 30,


 
     2004

    2003

    2004

    2003

 

Gross profits

   100.0 %   100.0 %   100.0 %   100.0 %

Selling, general, and administrative expenses

                        

Personnel expenses

   51.4     51.2     51.6     51.6  

Other selling, general, and administrative expenses

   15.4     16.3     16.0     16.5  
    

 

 

 

Total selling, general, and administrative expenses

   66.8     67.5     67.6     68.1  
    

 

 

 

Income from operations

   33.2     32.5     32.4     31.9  

Investment and other income

   0.5     0.8     0.4     0.5  
    

 

 

 

Income before provision for income taxes

   33.7     33.3     32.9     32.4  

Provision for income taxes

   13.3     13.3     12.9     12.9  
    

 

 

 

Net income

   20.4 %   20.0 %   19.9 %   19.5 %
    

 

 

 

 

Three Months Ended June 30, 2004 Compared to Three Months Ended June 30, 2003

 

Revenues. Gross revenues for the three months ended June 30, 2004 were $1.1 billion, an increase of 15.2% over gross revenues of $935.2 million for the three months ended June 30, 2003. Gross profits for the three months ended June 30, 2004 were $158.1 million, an increase of 16.2% over gross profits of $136.0 million for the three months ended June 30, 2003. This was a result of an increase in Transportation gross profits of 16.7% to $134.2 million from $115.0 million in 2003, an increase in Sourcing gross profits of 13.6% to $15.7 million from $13.8 million in 2003, and an increase in Information Services gross profits of 12.5% to $8.2 million from $7.3 million in 2003.

 

For the second quarter, our gross profit margin increased to 14.7% in 2004 from 14.5% in 2003. Transportation gross profit margin decreased to 15.4% from 15.9% due primarily to the tight truck capacity which increased our cost of hire. Sourcing gross profit margin increased to 7.9% from 6.7% primarily due to growth in our higher-service Sourcing business, which has higher margins than our more transactional Sourcing business. Our Information Services business is a fee-based business, which generates 100% gross profit margin.

 

For the second quarter, Transportation gross profit increased 16.7% to $134.2 million from $115.0 million in 2003. The increase in our truck transportation business of 17.4% was driven primarily by volume growth in both truckload and less-than-truckload transactions. Profit per transaction decreased. As we have experienced in the past, a tight truck capacity market provided additional spot market opportunities, while increasing our cost of hire and decreasing our gross profit margins in our contractual business.

 

Intermodal growth of 2.9% in the second quarter was the result of significant volume growth, offset by a decline in margin per load. Volume growth was driven by the addition of new customers and expansion of business with existing customers. Our margin per load was impacted in the second quarter by increased rail prices, service changes and tighter capacity, which caused some higher margin transactional business to switch to truck service.

 

Our international ocean gross profits decreased 2.0% this quarter compared to the second quarter of 2003. Several of our large international customers experienced significant declines in their ocean freight volumes in the second quarter of 2004.

 

Our air gross profits, which are primarily international, increased 125.7% this quarter compared to the second quarter of 2003. The significant growth in our air gross profits was primarily due to increased volumes with several large international customers.

 

Miscellaneous transportation gross profits consist of customs brokerage fees, transportation management fees, warehouse and cross-dock services, and other miscellaneous transportation related services. The increase of 21.8% in the second quarter was driven by an increase in transportation management fees, offset by a decrease in customs brokerage fees.

 

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For the second quarter, Sourcing gross profits increased 13.6% to $15.7 million in 2004 from $13.8 million in 2003. Our Sourcing gross profit margin expanded due to the growth in our higher-service Sourcing business, which has higher margins than our more transactional Sourcing business. We continue to see the long-term trend of growth in our integrated relationships with large retailers and foodservice providers, offset by a decline in our transactional business.

 

Information Services is comprised entirely of revenue generated by our subsidiary, T-Chek Systems. For the second quarter, Information Services gross profit increased 12.5% to $8.2 million from $7.3 million in 2003, primarily due to transaction growth.

 

Personnel Expenses. Personnel expenses for the three months ended June 30, 2004 were $81.2 million, an increase of 16.7% over personnel expenses of $69.6 million for the three months ended June 30, 2004. Our consolidated headcount increased by 298 to 4,410 since December 31, 2003. For the second quarter, personnel expense as a percentage of gross profit increased to 51.4% in 2004 from 51.2% in 2003. Average gross profits per employee, a key measure of productivity, increased 5.7% in the second quarter of 2004 compared to the second quarter of 2003.

 

Other Selling, General, and Administrative Expenses. Other selling, general, and administrative expenses for the three months ended June 30, 2004 were $24.3 million, an increase of 9.9% from $22.1 million for the three months ended June 30, 2003. Operating expenses as a percentage of gross profits decreased slightly for the second quarter of 2004 compared to 2003. While many of our expenses are variable, we historically gain leverage in periods of growth.

 

Income from Operations. Income from operations was $52.5 million for the three months ended June 30, 2004, an increase of 18.6% over $44.3 million for the three months ended June 30, 2003. The increase was driven by the increase in our gross profits for the same period. Income from operations as a percentage of gross profit was 33.2% and 32.5% for the three months ended June 30, 2004 and 2003.

 

Investment and Other Income. Interest and other income was $718,000 for the three months ended June 30, 2004, a decrease of 31.6% from $1.1 million for the three months ended June 30, 2003. Our cash and investments as of June 30, 2004, increased $9.3 million over the balance as of June 30, 2003. Compared to the second quarter of 2003, investment income on our non-qualified deferred compensation investment portfolio decreased $288,000.

 

Provision for Income Taxes. Our effective income tax rates were 39.4% and 39.9% for the three months ended June 30, 2004 and 2003. The effective income tax rate for both periods is greater than the statutory federal income tax rate due to state income taxes, net of federal benefit and non-deductible expenses attributable to incentive stock options.

 

Net Income. Net income was $32.3 million for the three months ended June 30, 2004, an increase of 18.6% over $27.2 million for the three months ended June 30, 2003. Basic net income per share increased by 18.8% to $0.38 from $0.32 per share in 2003. Diluted net income per share increased 15.6% to $0.37 from $0.32 per share in 2003.

 

Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003

 

Revenues. Gross revenues for the six months ended June 30, 2004 were $2.0 billion, an increase of 15.5% over gross revenues of $1.8 billion for the six months ended June 30, 2003. Gross profits for the six months ended June 30, 2004 were $307.6 million, an increase of 14.3% over gross profits of $269.1 million for the six months ended June 30, 2003. This was a result of an increase in Transportation gross profits of 15.3% to $264.1 million from $229.0 million in 2003, an increase in Sourcing gross profits of 7.3% to $27.5 million from $25.6 million in 2003, and an increase in Information Services gross profits of 10.6% to $16.1 million from $14.6 million in 2003.

 

Our gross profit margin for the period decreased to 15.2% in 2004 from 15.4% in 2003. Transportation gross profit margin decreased to 16.1% from 16.8% due primarily to the tight truck capacity which increased our cost of hire. Sourcing gross profit margin increased to 7.6% from 6.9% primarily due to growth in our higher-service Sourcing business, which has higher margins than our more transactional Sourcing business. Our Information Services business is a fee-based business, which generates 100% profit margin.

 

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For the period, Transportation gross profit increased 15.3% to $264.1 million from $229.0 million in 2003. The increase in our truck transportation business of 14.9% was driven primarily by volume growth in both truckload and less-than-truckload transactions. As we have experienced in the past, a tight truck capacity market provided additional spot market opportunities, while increasing our cost of hire and decreasing our gross profit margins in our contractual business.

 

Intermodal growth of 17.7% for the period was the result of significant volume growth, offset by a decline in profit per load. Volume growth was driven by the addition of new customers and expansion of business with existing customers. Our profit per load was impacted by increased rail prices, service changes and tighter capacity, which drove higher margin transactional business back to truck service.

 

Our international ocean gross profits decreased 3.8% during the first six months of 2004 compared to the same period of 2003. Several of our large international customers experienced significant declines in their ocean freight volumes in the second quarter of 2004.

 

Our air gross profits, which are primarily international, increased 125.9% during the first six months of 2004 compared to the same period of 2003. The significant growth in our air gross profits was primarily due to increased volumes with several large international customers.

 

Miscellaneous transportation gross profits consist of customs brokerage fees, transportation management fees, warehouse and cross-dock services, and other miscellaneous transportation related services. The increase of 24.3% in the first six months of 2004 compared to 2003 was driven by an increase in transportation management fees, offset by a decrease in customs brokerage fees.

 

Sourcing gross profits increased 7.3% to $27.5 million in the first six months of 2004 from $25.6 million in the same period of 2003. Our Sourcing gross profit margin expanded due to the growth in our higher-service Sourcing business, which has larger margins than our more transactional Sourcing business. We continue to see the long-term trend of growth in our integrated relationships with large retailers and foodservice providers, offset by a decline in our transactional business.

 

Information Services is comprised entirely of revenue generated by our subsidiary, T-Chek Systems. Information Services gross profit increased 10.6% to $16.1 million in the first six months of 2004 from $14.6 million in the same period of 2003, primarily due to transaction growth.

 

Personnel Expenses. Personnel expenses for the six months ended June 30, 2004 were $158.8 million, an increase of 14.4% over personnel expenses of $138.8 million for the six months ended June 30, 2003. For the six months ended June 30, personnel expense as a percentage of gross profit was 51.6% in 2004 and 2003.

 

Other Selling, General, and Administrative Expenses. Other selling, general, and administrative expenses for the six months ended June 30, 2004 were $49.2 million, an increase of 10.4% from $44.5 million for the six months ended June 30, 2003. Operating expenses as a percentage of gross profits decreased slightly for the six months ended June 30, 2004 compared to the same period of 2003. While many of our expenses are variable, we historically gain leverage in periods of growth.

 

Income from Operations. Income from operations was $99.7 million for the six months ended June 30, 2004, an increase of 16.2% over $85.8 million for the six months ended June 30, 2003. The increase was driven by the increase in our gross profits for the same period. Income from operations as a percentage of gross profit was 32.4% and 31.9% for the six months ended June 30, 2004 and 2003.

 

Investment and Other Income. Interest and other income was $1.4 million for the six months ended June 30, 2004 and 2003. Our cash and investments as of June 30, 2004, increased $9.3 million over the balance as of June 30, 2003.

 

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Provision for Income Taxes. Our effective income tax rates were 39.3% and 39.9% for the six months ended June 30, 2004 and 2003. The effective income tax rate for both periods is greater than the statutory federal income tax rate due to state income taxes, net of federal benefit and non-deductible expenses attributable to incentive stock options.

 

Net Income. Net income was $61.4 million for the six months ended June 30, 2004, an increase of 17.2% over $52.4 million for the six months ended June 30, 2003. Basic net income per share increased by 16.1% to $0.72 from $0.62 per share in 2003. Diluted net income per share increased 16.4% to $0.71 from $0.61 per share in 2003.

 

Liquidity and Capital Resources

 

We have historically generated substantial cash from operations which has enabled us to fund our growth while paying cash dividends and repurchasing stock. Cash and cash equivalents totaled $177.1 million and $198.5 million as of June 30, 2004 and December 31, 2003. We also had available-for-sale securities of $46.0 million and $45.7 million on June 30, 2004 and December 31, 2003.

 

We generated $30.2 million and $54.5 million of cash flow from operations for the six months ended June 30, 2004 and 2003. Increased net income was offset by an increased use of working capital in net receivables and payables resulting from growth in business.

 

We used $25.9 million and $4.7 million of cash and cash equivalents for investing activities for the six months ended June 30, 2004 and 2003. In January 2004, we purchased a building in Chicago, Illinois, for $9.5 million. This building will have approximately 80,000 square feet of office space. In addition to the building, for the six months ended June 30, 2004 and 2003, we purchased $6.2 million and $2.9 million of property and equipment, consisting primarily of computers and related equipment. In February 2004, we acquired 100% of the outstanding shares of Camway Transportation Corporation for $7.3 million and future consideration. In June 2004, we acquired selected assets of Dalian Decheng Shipping Agency Co., Ltd for $1.8 million. During the second half of the year we will continue to have capital expenditures to remodel and furnish the building in Chicago and to furnish a newly leased building in Eden Prairie.

 

We used $24.0 million and $15.6 million of cash and cash equivalents for financing activities for the six months ended June 30, 2004 and 2003, primarily to pay quarterly cash dividends and to repurchase common stock. We declared a $0.12 per share dividend payable to shareholders of record as of June 4, 2004, that was paid on July 1, 2004.

 

We have 3 million Euros available under a line of credit at an interest rate of Euribor plus 45 basis points (2.53% at June 30, 2004). This discretionary line of credit has no expiration date. As of June 30, 2004 and 2003, we had no outstanding balance on this facility. Our credit agreement contains certain financial covenants, but does not restrict the payment of dividends. We were in compliance with all covenants of this agreement as of June 30, 2004.

 

Assuming no change in our current business plan or a material acquisition, we believe that our available cash, together with expected future cash generated from operations and the amounts available under our line of credit, will be sufficient to satisfy our anticipated needs for working capital, capital expenditures and cash dividends for future periods. We also believe we could obtain additional funds under a line of credit, on short notice, if needed.

 

Critical Accounting Policies

 

Our consolidated financial statements include accounts of the company and all majority-owned subsidiaries. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions. In certain circumstances, those estimates and assumptions can affect amounts reported in the accompanying consolidated financial statements and related footnotes. In preparing our financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We do not believe there is a great likelihood that materially different amounts would be reported related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. Note 1 of the “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2003, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. The following is a brief discussion of the more significant accounting policies and estimates.

 

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REVENUE RECOGNITION. Gross revenues consist of the total dollar value of goods and services purchased from us by customers. Gross profits are gross revenues less the direct costs of transportation, products, and handling. We act principally as the service provider for these transactions and recognize revenue as these services are rendered and goods are delivered. At that time, our obligations to the transactions are completed and collection of receivables is reasonably assured. Emerging Issues Task Force Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, establishes the criteria for recognizing revenues on a gross or net basis. Nearly all transactions in our Transportation and Sourcing businesses are recorded at the gross amount we charge our customers for the service we provide and goods we sell. In these transactions, we are the primary obligor, we are a principal to the transaction, we have all credit risk, we maintain substantially all revenue risks and rewards, we have discretion to select the supplier, and we have latitude in pricing decisions. Additionally, in our Sourcing business, we take loss of inventory risk after customer order and during shipment and have general inventory risk. Certain transactions in customs brokerage, transportation management, and all transactions in Information Services are recorded at the net amount we charge our customers for the service we provide because many of the factors stated above are not present.

 

VALUATIONS FOR ACCOUNTS RECEIVABLE. Our allowance for doubtful accounts is calculated based upon the aging of our receivables, our historical experience of uncollectible accounts, and any specific customer collection issues that we have identified. The allowance of $24.8 million as of June 30, 2004, increased 5.1% compared to the allowance of $23.6 million as of December 31, 2003. Net accounts receivable for that same period increased 13.6%. We believe that the recorded allowance is sufficient and appropriate based on our customer aging trends, the exposures we have identified, and our historical loss experience.

 

GOODWILL. We manage and report our operations as one operating segment. Our branches represent a series of homogenous reporting units that are aggregated for the purpose of analyzing goodwill for impairment, thus goodwill is evaluated for impairment on an enterprise wide basis. There is no indication of goodwill impairment at June 30, 2004.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We had approximately $223.0 million of cash and investments on June 30, 2004, consisting of $177.1 million of cash and cash equivalents and $46.0 million of available-for-sale securities. The cash equivalents are money market securities and high quality bonds from domestic issuers. All of our available-for-sale securities are high-quality bonds. Because of the credit risk criteria of our investment policies, the primary market risk associated with these investments is interest rate risk. We do not use derivative financial instruments to manage interest rate risk or to speculate on future changes in interest rates. A rise in interest rates could negatively affect the fair value of our investments. We believe a reasonable near-term change in interest rates would not have a material impact on our future earnings due to the short-term nature of our investments.

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Evaluation of disclosure controls and procedures.

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in timely alerting them to the material information relating to us (or our consolidated subsidiaries) required to be included in the reports we file or submit under the Exchange Act.

 

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(b) Changes in internal controls over financial reporting.

 

During the quarter ended June 30, 2004, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II — OTHER INFORMATION

 

ITEM 1. Legal Proceedings

 

As first reported in our Form 10-Q for the quarter ended September 30, 2002, on October 2, 2002, C.H. Robinson was named as a defendant in a lawsuit filed in the United States District Court for the District of Minnesota by a number of present and former female employees of the company. The lawsuit alleges a hostile working environment, unequal pay, promotions and opportunities for women and failure to pay overtime. The plaintiffs seek unspecified monetary and non-monetary damages and class action certification. C.H. Robinson denies all allegations and is vigorously defending the suit. In addition, we have insurance coverage for some of the claims asserted in the lawsuit. Currently, the amount of any possible loss to the company cannot be estimated; however, an unfavorable result could have a material adverse effect.

 

Also as first reported in our Form 10-Q for the quarter ended September 30, 2002, on November 7, 2002, C.H. Robinson was named as a defendant in a lawsuit filed in the United States District Court for the District of Minnesota by former employees of the company. The lawsuit alleges systematic failure by the company to pay for overtime hours worked by its male employees under the federal Fair Labor Standards Act (FLSA). The suit seeks payment of the overtime wages earned, as well as double damages and other relief, on behalf of the plaintiffs and potential collective members who join in the lawsuit. C.H. Robinson denies all allegations and is vigorously defending the suit. Currently, the amount of any possible loss to the company cannot be estimated; however, an unfavorable result could have a material adverse effect.

 

C.H. Robinson is currently not otherwise subject to any pending litigation other than routine litigation arising in the ordinary course of business, none of which is expected to have a material adverse effect on the business, financial condition or results of operations of the company.

 

ITEM 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

The following table provides information about purchases by the company during the quarter ended June 30, 2004 of equity securities that are registered by the company pursuant to Section 12 of the Exchange Act:

 

     (a)    (b)    (c)    (d)

Period


  

Total Number of
Shares (or Units)
Purchased (1)


  

Average Price Paid
per Share (or Unit)


  

Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs (2)


  

Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) that May Yet
Be Purchased Under
the Plans or Programs


04/01/04-04/30/04

   15,000    $ 41.74    15,000    3,727,900

05/03/04-05/28/04

   70,000    $ 40.54    70,000    3,657,900

06/01/04-06/30/04

   84,000    $ 43.12    84,000    3,573,900
    
         
    

Total:

   169,000    $ 40.96    169,000    3,573,900

 

(1) We repurchased an aggregate of 169,000 shares of our common stock pursuant to the repurchase program that was approved by our Board of Directors in February 1999 (the “Program”).

 

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(2) Our board of directors approved the repurchase by us of up to an aggregate of 4,000,000 shares of our common stock pursuant to the Program. Unless terminated earlier by resolution of our board of directors, the Program will expire when we have repurchased all shares authorized for repurchase thereunder.

 

ITEM 3. Defaults Upon Senior Securities

 

None.

 

ITEM 4. Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of the Company’s stockholders was held on May 20, 2004. At the meeting, stockholders voted on the reelection of two directors for terms expiring at the Annual Meeting of the Company in 2007. Each of the directors was reelected by a vote as follows: D. R. Verdoorn received 81,270,316 votes “For” and 311,973 votes were “Withheld;” and Michael W. Wickham received 81,271,007 votes “For” and 311,282 were “Withheld.”

 

At the meeting, stockholders ratified Deloitte & Touche LLP as the Company’s Independent Auditors by a vote as follows: 80,841,226 “For”, 718,710 votes “Against”, and 22,353 votes abstained.

 

ITEM 5. Other Information

 

None.

 

ITEM 6. Exhibits and Reports on Form 8-K

 

(a) Exhibits

 

31.1   Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2   Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

(b) Reports on Form 8-K

 

A report on Form 8-K was filed by the Company on April 6, 2004; such report contained information under Item 5 (Other Events) and included as an exhibit under Item 7 a copy of the company’s press release announcing adoption of the fair value recognition provisions of Financial Accounting Standards Board SFAS No. 123.

 

A report on Form 8-K was filed by the Company on April 21, 2004; such report contained information under Item 12 (Results of Operations and Financial Condition) and included as an exhibit under Item 7 a copy of the company’s earnings release for the quarter ended March 31, 2004.

 

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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 thereunto duly authorized.

 

Date: August 5, 2004

 

C.H. ROBINSON WORLDWIDE, INC.
By  

/s/ John P. Wiehoff


    John P. Wiehoff
    Chief Executive Officer
By  

/s/ Thomas K. Mahlke


    Thomas K. Mahlke
    Controller (principal accounting officer)

 

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