<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 16, 1999
C.H. ROBINSON WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-23189 41-1883630
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
8100 Mitchell Road, Suite 200, Eden Prairie, Minnesota 55344-2248
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 937-8500
Not Applicable
(Former name or former address, if changed since last report.)
<PAGE>
C.H. Robinson Worldwide, Inc. (the "Registrant"), hereby amends Item 7
of its Current Report on Form 8-K dated December 16, 1999 (initially filed with
the Commission on December 28, 1999) to include the financial statement
information indicated in Item 7 below. The original December 28, 1999 filing of
the Form 8-K described the Company's December 16, 1999 acquisition of the
operations and certain assets of American Backhaulers, Incorporated ("ABH")
pursuant to an Agreement dated November 18, 1999.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The following financial statements of ABH and report of Arthur
Andersen LLP, ABH's independent public accountants, are
included in this Report:
1. Report of Arthur Andersen LLP.
2. Financial statements and accompanying footnotes of
ABH at December 31, 1998 and September 30, 1999 and
1998 (unaudited).
(b) Pro Forma Financial Information
The following pro forma financial information is included in
this Report:
1. Pro Forma Unaudited Condensed Combined Balance Sheet
as of September 30, 1999.
2. Pro Forma Unaudited Condensed Combined Statements of
Operations for the nine months ended September 30,
1999 and the year ended December 31, 1998.
(c) Exhibit No. Description
----------- -----------
23.1 Consent of Arthur Andersen LLP, independent
public accountants.
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment No. 1 to Current Report to be
signed on its behalf by the undersigned hereunto duly authorized.
C.H. ROBINSON WORLDWIDE, INC.
Date: February 25, 2000
By /s/ Chad Lindbloom
-----------------------------
Chad Lindbloom,
Chief Financial Officer
<PAGE>
C.H. ROBINSON WORLDWIDE, INC.
Index To Financial Statements
-----------------------------
<TABLE>
<S> <C>
Introduction F-2
Pro Forma Unaudited Condensed Combined Balance Sheet as of September 30, 1999 F-3
Pro Forma Unaudited Condensed Combined Statements of Operations for the nine months
ended September 30, 1999 and for the year ended December 31, 1998 F-4
Notes to Pro Forma Unaudited Condensed Combined Financial Statements F-5
Financial Statements of American Backhaulers, Inc.
Report of Independent Public Accountants F-6
Balance Sheets as of December 31, 1998 and September 30, 1999 (unaudited) F-7
Statements of Operations and Retained Earnings for the year ended
December 31, 1998 and for the nine months ended September 30, 1998
and 1999 (unaudited) F-8
Statements of Cash Flows for the year ended December 31, 1998 and for
the nine months ended September 30, 1998 and 1999 (unaudited) F-9
Notes to Financial Statements F-10
</TABLE>
F-1
<PAGE>
INTRODUCTION
On December 16, 1999, we acquired the operations and certain assets of American
Backhaulers, Inc. ("ABH"). These assets consist of customer and provider
contracts, real estate leases, computer equipment and office equipment. The
purchase price of the assets consisted of $100,000,000 in cash and 1,120,715
newly issued shares of our common stock pursuant to an Asset Purchase Agreement
dated November 18, 1999. We paid the $100,000,000 portion of the purchase price
with cash on hand. In conjunction with the acquisition, we also obtained a line
of credit facility allowing borrowings up to $40,000,000 at borrowing rates of
LIBOR plus 0.60%.
The tangible assets acquired from ABH were used in its business of operating
transportation contracting and freight-forwarding services and providing
information-based third party logistic services. We intend to continue to use
the acquired assets in the same capacity.
F-2
<PAGE>
The pro forma unaudited condensed combined balance sheet and statements of
operations presented below reflect our acquisition of ABH. The
pro forma unaudited condensed combined financial statements should be read in
conjunction with our historical financial statements and the historical
financial statements of ABH. The pro forma unaudited condensed combined
statements of operations are presented as if these transactions had taken place
at January 1, 1999. The pro forma unaudited condensed combined balance sheet is
presented as if the transaction had taken place on September 30, 1999. The pro
forma unaudited financial data are based on the assumptions and adjustments
described in the accompanying notes. The pro forma unaudited statements of
operations do not purport to represent what our results of operations actually
would have been if the events described above had occurred as of the dates
indicated or what our results will be for any future periods. The pro forma
unaudited financial statements are based upon assumptions and adjustments that
we believe are reasonable. The acquisition was accounted for using the purchase
method of accounting and, accordingly, the assets acquired have been recorded at
their fair values as of the dates of the acquisition. These amounts have been
recorded based upon preliminary estimates as of such dates. Further adjustments
to the acquired assets will be reflected as a change in goodwill.
PRO FORMA UNAUDITED CONDENSED COMBINED BALANCE SHEET
(In thousands)
As of September 30, 1999
<TABLE>
<CAPTION>
Pro Forma Pro Forma
CHRW (1) ABH (2) Adjustments Combined
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and available-for-sale securities $ 130,715 $ -- $(100,000) (3) $ 30,715
Receivables, net 279,804 47,492 (47,492) (4) 279,804
Other current assets 25,661 210 (210) (4) 25,661
--------- --------- --------- ---------
Total current assets 436,180 47,702 (147,702) 336,180
304 (3)
Net property and equipment 19,145 6,292 (2,791) (4) 22,950
133,120 (3)
Other assets 25,223 4,747 (4,747) (4) 158,343
--------- --------- --------- ---------
$ 480,548 $ 58,741 $ (21,816) $ 517,473
========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS'
INVESTMENT
CURRENT LIABILITIES:
Accounts payable $ 232,316 $ 28,969 $ (28,969) (4) $ 232,316
Accrued expenses 49,343 10,617 (10,617) (4) 49,343
--------- --------- --------- ---------
Total current liabilities 281,659 39,586 (39,586) 281,659
--------- --------- --------- ---------
Other liabilities -- 7,868 (7,868) (4) --
36,925 (3)
Total stockholders' investment 198,889 11,287 (11,287) (4) 235,814
--------- --------- --------- ---------
$ 480,548 $ 58,741 $ (21,816) $ 517,473
========= ========= ========= =========
</TABLE>
F-3
<PAGE>
PRO FORMA UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Nine Months Ended September 30, 1999
<TABLE>
<CAPTION>
Pro Forma Pro Forma
CHRW (1) ABH (2) Adjustments Combined
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
GROSS REVENUES $ 1,682,052 $ 211,218 $ -- $ 1,893,270
COST OF TRANSPORTATION AND PRODUCTS 1,466,634 172,842 -- 1,639,476
----------- ----------- ----------- -----------
NET REVENUES 215,418 38,376 -- 253,794
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 3,575 (5)
154,254 30,663 (1,336) (6) 187,156
----------- ----------- ----------- -----------
INCOME FROM OPERATIONS 61,164 7,713 (2,239) 66,638
INVESTMENT AND OTHER INCOME (EXPENSE) 3,175 499 (4,125) (7) (451)
----------- ----------- ----------- -----------
INCOME BEFORE PROVISION FOR
INCOME TAXES 64,339 8,212 (6,364) 66,187
PROVISION FOR INCOME TAXES 25,543 -- 733 (8) 26,276
----------- ----------- ----------- -----------
NET INCOME 38,796 8,212 (7,097) 39,911
----------- ----------- ----------- -----------
Basic net income per share $ 0.94 $ 0.94
=========== ===========
Diluted net income per share $ 0.94 $ 0.94
=========== ===========
BASIC WEIGHTED AVERAGE SHARES
OUTSTANDING 41,187 1,121 (3) 42,308
DILUTED WEIGHTED AVERAGE SHARES
OUTSTANDING 41,444 1,121 (3) 42,565
=========== =========== ===========
</TABLE>
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Pro Forma Pro Forma
CHRW (1) ABH (2) Adjustments Combined
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
GROSS REVENUES $ 2,038,139 $ 211,626 $ -- $ 2,249,765
COST OF TRANSPORTATION AND PRODUCTS 1,792,473 171,107 -- 1,963,580
----------- ----------- ----------- -----------
NET REVENUES 245,666 40,519 -- 286,185
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 4,766 (5)
177,223 34,483 (1,467) (6) 215,005
----------- ----------- ----------- -----------
INCOME FROM OPERATIONS 68,443 6,036 (3,299) 71,180
INVESTMENT AND OTHER INCOME (EXPENSE) 2,844 (701) (5,500) (7) (3,357)
----------- ----------- ----------- -----------
INCOME BEFORE PROVISION FOR
INCOME TAXES 71,287 5,335 (8,799) 67,823
PROVISION FOR INCOME TAXES 28,272 -- (1,346) (8) 26,926
----------- ----------- ----------- -----------
NET INCOME 43,015 5,335 (7,453) 40,897
----------- ----------- ----------- -----------
Basic net income per share $ 1.04 $ 0.97
=========== ===========
Diluted net income per share $ 1.04 $ 0.96
=========== ===========
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 41,216 1,121 (3) 42,337
=========== =========== ===========
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 41,309 1,121 (3) 42,430
=========== =========== ===========
</TABLE>
F-4
<PAGE>
NOTES TO PRO FORMA UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS
(1) Derived from our 10-Q filing as of and for the nine months ended September
30, 1999 and our 10-K filing as of and for the year ended December 31,
1998.
(2) Derived from ABH's unaudited financial statements as of and for the nine
months ended September 30, 1999 and audited financial statements as of and
for the year ended period December 31, 1998.
(3) To record the acquisition of ABH and the allocation of the purchase price
on the basis of the fair values of the assets acquired. The consideration
included cash of $100,000,000 and 1,120,715 shares of our common stock at
$32.95 per share.
Allocation of purchase price is as follows (dollars in thousands):
Historical Purchase
Allocation Amortized Cost Adjustment
----------- ---------------- ----------
Cash paid $(100,000) $ -- $(100,000)
Net property and equipment 3,805 3,501 304
Goodwill 125,120 -- 125,120
Other identifiable intangible assets 8,000 -- 8,000
--------- --------- ---------
Total other assets 133,120 -- 133,120
Stockholders' equity 36,925 -- 36,925
(4) To eliminate ABH balance sheet accounts not included in acquisition.
(5) To adjust amortization of the excess of the fair value over net assets
acquired as follows (dollars in thousands):
<TABLE>
<CAPTION>
Assigned Year ended Nine months ended
Lives December 31, 1998 September 30, 1999
------------ ------------------- --------------------
<S> <C> <C> <C>
Amortization of goodwill 40 years $ 3,128 $ 2,346
Amortization of other identifiable
intangible assets 3-7 years 1,638 1,229
------------------- --------------------
Amortization of intangible assets $ 4,766 $ 3,575
</TABLE>
(6) To reduce expenses for contractual changes in management compensation.
(7) To adjust our investment income for reduced interest income on $100,000,000
cash invested at 5.5%.
(8) To adjust for income tax provision on ABH earnings (previously an
S-Corporation) and tax-effect pro forma adjustments to reflect our
historical consolidated effective tax rate of 39.7%.
F-5
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the stockholders of American Backhaulers, Inc.:
We have audited the accompanying balance sheet of American Backhaulers, Inc. (an
Illinois corporation) as of December 31, 1998, and the related statement of
operations and retained earnings and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of American Backhaulers, Inc. as
of December 31, 1998, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
February 24, 2000
F-6
<PAGE>
AMERICAN BACKHAULERS, INC.
BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
December 31, September 30,
1998 1999
------- -------
(unaudited)
<S> <C> <C>
ASSETS
Current assets
Receivables, net of allowance for doubtful
accounts of $250 and $250 $35,271 $47,492
Prepaid expenses and other 205 210
------- -------
Total current assets 35,476 47,702
Property and equipment, net 5,903 6,292
Other assets
Cash surrender value of life insurance policies 2,892 4,017
Goodwill, net of accumulated amortization
of $50 and $68 321 303
Other 197 427
------- -------
Total other assets 3,410 4,747
------- -------
$44,789 58,741
======= =======
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Accounts payable $18,943 $28,969
Line of credit and current maturities of
long-term obligations 9,739 8,508
Accrued bonuses and commissions 2,282 1,840
Other current liabilities 189 269
------- -------
Total current liabilities 31,153 39,586
Long-term liabilities
Long-term debt and capital lease obligation 3,990 3,857
Deferred compensation 1,846 4,011
------- -------
Total long-term liabilities 5,836 7,868
Stockholder's equity
Common stock, $25 par value; 40 shares
authorized, issued and outstanding 1 1
Retained earnings 7,799 11,286
------- -------
Total stockholder's equity 7,800 11,287
------- -------
$44,789 $58,741
======= =======
</TABLE>
The accompanying notes are an integral part of these balance sheets.
F-7
<PAGE>
AMERICAN BACKHAULERS, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(In thousands, except share data)
<TABLE>
<CAPTION>
Year ended Nine months ended Nine months ended
December 31, September 30, September 30,
1998 1998 1999
--------- --------- ---------
(unaudited) (unaudited)
<S> <C> <C> <C>
Gross revenues $ 211,626 $ 145,950 $ 211,218
Cost of transportation 171,107 118,315 172,842
--------- --------- ---------
Net revenues 40,519 27,635 38,376
Selling, general and administrative
expenses 34,483 23,610 30,663
--------- --------- ---------
Income from operations 6,036 4,025 7,713
Nonoperating income (expense) (701) (509) 499
--------- --------- ---------
Net income 5,335 3,516 8,212
Retained earnings, beginning of period
6,089 6,089 7,799
Stockholder distributions (3,625) (3,625) (4,725)
--------- --------- ---------
Retained earnings, end of period $ 7,799 $ 5,980 $ 11,286
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-8
<PAGE>
AMERICAN BACKHAULERS, INC.
STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Year ended Nine months ended Nine months ended
December 31, September 30, September 30,
1998 1998 1999
-------- -------- --------
(unaudited) (unaudited)
<S> <C> <C> <C>
Operating activities
Net income $ 5,335 $ 3,516 $ 8,212
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and amortization 955 649 809
Deferred compensation 1,635 1,258 2,165
Provision for bad debts 886 -- --
Changes in operating elements-
Receivables (10,382) (5,448) (12,221)
Other assets (129) 7 (235)
Accounts payable 6,464 4,228 10,026
Accrued bonuses and commissions 436 (129) (443)
Other current liabilities (27) (69) 12
-------- -------- --------
Net cash provided by operating activities 5,173 4,012 8,325
-------- -------- --------
Investing activities
Purchases of leasehold improvements
and equipment (1,994) (1,893) (1,159)
Cash surrender value of life insurance
policies (1,521) 134 (1,125)
-------- -------- --------
Net cash used for investing activites (3,515) (1,759) (2,284)
-------- -------- --------
Financing activities
Borrowings on long-term debt -- 1,496 --
Principal payments on long-term debt and
capital lease obligation (162) (124) (1,316)
Net change in note payable to bank 2,129 -- --
Distributions to stockholder (3,625) (3,625) (4,725)
-------- -------- --------
Net cash used for financing activities (1,658) (2,253) (6,041)
-------- -------- --------
Net change in cash -- -- --
Cash at beginning of period -- -- --
-------- -------- --------
Cash at end of period $ -- $ -- $ --
======== ======== ========
Cash paid for interest $ 904 $ 708 $ 727
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-9
<PAGE>
AMERICAN BACKHAULERS, INC.
NOTES TO FINANCIAL STATEMENTS
(Including Data Applicable to Unaudited Periods)
December 31, 1998
1. Description of business and summary of significant accounting policies
Nature of Business: American Backhaulers, Inc. (the Company) is engaged in the
brokering of freight for customers throughout the United States.
Revenue Recognition: The Company recognizes revenue and the related expenses
when shipments are completed.
Property and Equipment: Property and equipment are stated at cost, less
accumulated depreciation and amortization. Depreciation is computed on the
straight-line and accelerated methods over the estimated useful lives or lease
term of the related assets. The cost of maintenance and repairs is charged to
income as incurred; significant renewals and betterments are capitalized.
Depreciation expense charged to operations was $933,000 in 1998.
Property and equipment summarized by major classifications at December 31, 1998
are as follows (in thousands):
Land, building and
improvements $ 4,531
Computer equipment 2,772
Office equipment 1,101
Automobiles 25
------------
8,429
Accumulated depreciation 2,526
------------
$ 5,903
============
Goodwill: Goodwill represents the cost in excess of the net assets of a
purchased company and is being amortized on the straight-line method over 15
years. Amortization expense charged to operations was $22,000 in 1998.
Income Taxes: The Company, with the consent of its shareholder, has elected to
have its income taxed under Section 1362 of the Internal Revenue Code and a
similar section of the state income tax law which provide that, in lieu of
corporation income taxes, the shareholder is taxed on his proportionate share of
the Company's taxable income.
Estimates: The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Ultimate results could differ from those estimates.
F-10
<PAGE>
2. Long-term debt
Long-term debt represents the amounts outstanding under a $14,000,000 line of
credit with Cole Taylor Bank. The line of credit is secured by accounts
receivable and bears interest at the prime rate (7.75% at December 31, 1998)
less 1%.
Long-term debt at December 31, 1998 consists of the following (dollars in
thousands):
Note payable to Cole Taylor Bank, payable in monthly
installments of $10 plus interest at the prime rate less 1%.
This note was refinanced on July 10, 1998, matures on July
10, 2000, and is collateralized by all assets of the Company
and personally guaranteed by the Company's sole shareholder. $ 1,070
Unsecured notes payable, monthly installments of $1 through
July 15, 1999. 8
-----------
1,078
Less: current maturities 128
-----------
$ 950
===========
Long-term maturities payable for the years subsequent to December 31, 1998 are
as follows (in thousands):
1999 $ 128
2000 950
The loan agreement, including the line of credit, with the bank includes net
worth and debt to equity covenants. At December 31, 1998, the Company was in
compliance with these covenants.
The following is a schedule by years of the future minimum lease payments under
the capital leases and the related present value of net minimum lease payments
as of December 31, 1998:
Years Ending
December 31, Amount
------------ ------
1999 $ 233
2000 3,242
2001 17
-----------
Total minimum lease payments 3,492
Less amount representing interest 429
-----------
Present value of net minimum lease payments 3,063
Current portion 23
-----------
Long-term capital lease obligation $ 3,040
===========
F-11
<PAGE>
3. Commitments and contingencies
The Company leases office facilities under various operating leases expiring
through November 30, 2000. Rent expense approximated $77,000 for the year ended
December 31, 1998. Future minimum rental commitments under the noncancelable
leases consists of the following (in thousands):
1999 $ 29
2000 21
-----
$ 50
=====
4. Retirement plans
On January 1, 1994, the Company adopted a 401(k) plan which covers all employees
who are at least age 21 and who have completed one year of service. The Company
matches 25% of employee contributions on the first 6% of redirected
compensation. Total expense for 1998 was $189,000.
The Company adopted a deferred compensation plan and a Phantom Equity Stock Plan
on October 1, 1997 and January 1, 1998, respectively. The nonqualified plans are
maintained for a select group of management or highly compensated employees and
include elective and mandatory deferrals. Deferred compensation expense was
$1,635,000 in 1998.
In connection with the nonqualified plans, the Company established a grantor
trust to fund the nonqualified plans. The grantor trust invested in variable
life insurance policies. The employees' deferred amounts are increased or
decreased based on the gains or losses of their individual investment options.
The Company, although not obligated to, prefunded the grantor trust.
As discussed in note 5, the Company was sold to CH Robinson Worldwide, Inc. as
of December 16, 1999. As such, the 401(k) plan was terminated resulting in a
total payout to participants in the plan of $761,395. Additionally, the deferred
compensation plan and Phantom Equity Stock Plan was terminated resulting in a
total payout of $2,232,337 to participants in the plan.
5. Acquisition
The Company signed a definitive agreement for the sale of certain identified
assets and the operations of the business for 1,120,715 shares of C. H. Robinson
Worldwide, Inc. common stock and $100,000,000 of cash. The acquisition was
completed on December 16, 1999.
F-12
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description of Exhibit
- ------- ----------------------
23.1 Consent of Arthur Andersen LLP, independent public accountants
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 8-K/A, into the Company's previously filed
Registration Statements Nos. 333-53047, 333-41027 and 333-41899.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
February 25, 2000
