C H ROBINSON WORLDWIDE INC, 10-Q, 2000-11-13

C H ROBINSON WORLDWIDE INC
10-Q, 2000-11-13
ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO

Previous: ELDERTRUST, 10-Q, EX-27.1, 2000-11-13

Next: C H ROBINSON WORLDWIDE INC, 10-Q, EX-27, 2000-11-13

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 SEPTEMBER 30, 2000

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	(I.R.S. Employer
incorporation or organization)	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

As of October 31, 2000, the number of outstanding shares of the registrant’s common stock was 42,235,878.

PART I -- FINANCIAL INFORMATION

ITEM 1. Financial Statements

C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)


	September 30, 2000		December 31, 1999

	(unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	54,730	$	49,637
Receivables, net of allowances
of $20,208 and $18,280		370,725		270,296
Deferred tax benefit		20,416		18,480
Inventories		1,872		1,785
Prepaid expenses and other		4,187		2,854

Total current assets		451,930		343,052

PROPERTY AND EQUIPMENT, net		29,865		24,747
INTANGIBLE AND OTHER ASSETS, net		156,065		154,862

	$	637,860	$	522,661


CURRENT LIABILITIES:
Accounts payable	$	297,031	$	231,592
Accrued expenses-
Compensation and profit-sharing contribution		31,941		28,115
Income taxes and other		23,706		16,187

Total current liabilities		352,678		275,894

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;
42,386 shares issued, 42,235 and 42,284 shares outstanding		4,224		4,228
Additional paid-in capital		98,935		98,958
Retained earnings		190,054		147,586
Cumulative other comprehensive loss		(1,297)		(1,053)
Treasury stock at cost (151 and 102 shares)		(6,734)		(2,952)

Total stockholders’ investment		285,182		246,767

	$	637,860	$	522,661

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

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 September 30,				Nine Months Ended September 30,
		2000		1999			2000		1999

GROSS REVENUES		$	747,615	$	593,354	$	2,148,700	$	1,682,052
COST OF TRANSPORTATION AND PRODUCTS			640,461		518,351		1,836,773		1,466,634

NET REVENUES			107,154		75,003		311,927		215,418
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES			77,004		52,810		225,252		154,254

INCOME FROM OPERATIONS			30,150		22,193		86,675		61,164
INVESTMENT AND OTHER INCOME			361		1,095		288		3,175

INCOME BEFORE PROVISION FOR INCOME TAXES			30,511		23,288		86,963		64,339
PROVISION FOR INCOME TAXES			12,051		9,246		34,350		25,543

NET INCOME			18,460		14,042		52,613		38,796
OTHER COMPREHENSIVE INCOME (LOSS):
	Foreign currency translation adjustment		(172)		74		(244)		(32)

COMPREHENSIVE INCOME		$	18,288	$	14,116	$	52,369	$	38,764


BASIC NET INCOME PER SHARE		$	0.44	$	0.34	$	1.24	$	0.94
DILUTED NET INCOME PER SHARE		$	0.43	$	0.34	$	1.23	$	0.94
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING			42,259		41,181		42,277		41,187
DILUTIVE EFFECT OF OUTSTANDING STOCK OPTIONS			702		331		560		257

DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING			42,961		41,512		42,837		41,444

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

C.H. ROBINSON WORLDWIDE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)

	Nine Months Ended September 30,

	2000			1999

OPERATING ACTIVITIES:
Net income	$	52,613		$	38,796
Adjustments to reconcile net income to net cash provided
by operating activities-
Depreciation and amortization		12,744			7,020
Deferred income taxes		(881	)		(6,603	)
Changes in operating elements-
Receivables		(97,968	)		(44,704	)
Inventories		(87	)		270
Prepaid expenses and other		(1,321	)		3,099
Accounts payable		63,249			26,883
Accrued compensation and profit sharing contribution		3,771			(3,158	)
Accrued income taxes and other		8,072			5,394
Loss on sale of assets		273			7

Net cash provided by operating activities		40,465			27,004


INVESTING ACTIVITIES:
Purchases of property and equipment		(13,021	)		(5,013	)
Sales of property and equipment		131			111
Sales/maturities of available-for-sale securities		-			13,116
Purchases of available-for-sale securities		-			(13,281	)
Other, net		(8,614	)		(12,065	)

Net cash used for investing activities		(21,504	)		(17,132	)


FINANCING ACTIVITIES:
Sales of common stock		2,500			1,207
Repurchases of common stock		(6,310	)		(1,951	)
Cash dividends		(10,058	)		(8,649	)

Net cash used for financing activities		(13,868	)		(9,393	)

Net increase in cash and cash equivalents		5,093			479


CASH AND CASH EQUIVALENTS, beginning of period		49,637			99,341



CASH AND CASH EQUIVALENTS, end of period	$	54,730		$	99,820

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

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 its subsidiaries (the “Company,” “we,” “us,” or “our”) is a global provider of multimodal transportation services and logistics solutions through a network of 134 branch offices in 40 states throughout the United States, along with offices in Canada, Mexico, South America and Europe. The condensed consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc. and its majority owned and controlled subsidiaries. Minority interests in subsidiaries are not significant. All significant intercompany transactions and balances have been eliminated in the condensed 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 nine months ended September 30, 2000 and 1999 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 generally accepted accounting principles have been condensed or omitted from these statements. The condensed consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes included in our Annual Report on Form 10-K.

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 Notes thereto.

General

Gross revenues represent the total dollar value of services and goods we sell to our customers. Our costs of transportation and products include the contracted direct costs of transportation, including motor carrier, intermodal, 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 execution and procurement of these services for our customers. Our net revenues (gross revenues less cost of transportation and products) 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 measurement of growth. Accordingly, the discussion of results of operations below focuses on the changes in our net revenues.

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 operating income and income from continuing operations have been lower in the first quarter than in the other three quarters. Seasonality in the transportation industry has not had a significant impact on our results of operations or our cash flows in recent years. 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.

Results of Operations

The following table summarizes our net revenues by service line (dollars in thousands):

		Three Months Ended						Nine Months Ended
		September 30,						September 30,

		2000		1999	% change			2000			1999		% change

Net revenues
Transportation	$	91,061	$	58,787	54.9	%	$	262,310		$	170,365		54.0	%
Sourcing		10,956		11,737	(6.7	)%		34,461			33,176		3.9	%
Information services		5,137		4,479	14.7	%		15,156			11,877		27.6	%

Total	$	107,154	$	75,003	42.9	%	$	311,927		$	215,418		44.8	%



The following table represents certain income statement data shown as percentages of our net revenues:


					Three Months Ended						Nine Months Ended
					September 30,						September 30,

					2000			1999			2000		1999


Net revenues					100.0	%		100.0	%		100.0	%	100.0	%
Selling, general and administrative expenses					71.9	%		70.4	%		72.2	%	71.6	%
Selling, general and administrative expenses
Income from operations					28.1	%		29.6	%		27.8	%	28.4	%
Investment and other income					0.3	%		1.4	%		0.1	%	1.5	%

Income before provision for income taxes					28.4	%		31.0	%		27.9	%	29.9	%
Provision for income taxes					11.2	%		12.3	%		11.0	%	11.9	%

Net income					17.2	%		18.7	%		16.9	%	18.0	%

Three Months Ended September 30, 2000 Compared to Three Months Ended September 30, 1999

Revenues. Gross revenues for the three months ended September 30, 2000 were $747.6 million, an increase of 26.0% over gross revenues of $593.4 million for the three months ended September 30, 1999. Net revenues for the three months ended September 30, 2000 were $107.2 million, an increase of 42.9% over net revenues of $75.0 million for the three months ended September 30, 1999 resulting from an increase in transportation net revenues of 54.9% to $91.1 million, an increase in information services net revenues of 14.7% to $5.1 million and a decrease in sourcing net revenues of 6.7% to $11.0 million. Our net revenues increased at a faster rate than our gross revenues due primarily to the different growth rates of our service lines. Our information services net revenues as a percentage of gross revenues is highest of our three service lines, followed by our transportation business and finally our sourcing business.

The increase in transportation net revenues resulted primarily from an increase in our truck transportation, including our short haul and less-than-truckload business. The increase was primarily volume driven, with significant expansion of business with current customers and from new domestic and international customers. Our margin per transaction increased in the third quarter of 2000 compared to 1999, due primarily to a tight truck market in 1999, which negatively impacted our margins. Our margin per transaction has remained consistent throughout 2000. Approximately one-half of our net revenue growth in the third quarter of 2000 was due to acquisitions that were not part of our third quarter of 1999 results.

Sourcing revenue decreased primarily due to declining net revenues with produce wholesalers. Our produce net revenues with large, national retailers continue to grow.

The increase in information services net revenues was the result of growth in transaction volume from new and existing customers and growth in market share of T-Chek, our fuel-card business. In addition, we continue to integrate and cross-sell our information services business with our transportation carriers, which has added growth to both businesses. This growth was offset by declining revenue in our freight payment subsidiary, resulting in information services growth slower than prior quarters.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three months ended September 30, 2000 were $77.0 million, an increase of 45.8% over $52.8 million for the three months ended September 30, 1999. This increase was primarily due to increased costs associated with our growth and acquisitions in late 1999. Selling, general and administrative expenses as a percentage of net revenues increased to 71.9% for the three months ended September 30, 2000 compared to 70.4% for the three months ended September 30, 1999. This increase is primarily due to higher personnel expense as a percentage of net revenues, resulting from two factors. Our recent acquisitions have higher personnel expense as a percentage of net revenues than did our ongoing business, and we incurred additional personnel costs associated with information technology including systems integration of acquisitions .

Income from Operations. Income from operations was $30.2 million for the three months ended September 30, 2000, an increase of 35.9% over $22.2 million for the three months ended September 30, 1999. Income from operations as a percentage of net revenues was 28.1% and 29.6% for the three months ended September 30, 2000 and 1999.

Investment and Other Income. Investment and other income was $361,000 for the three months ended September 30, 2000, a decrease of 67.0% from $1.1 million for the three months ended September 30, 1999. Our cash and investments as of September 30, 2000 decreased $76.0 million over the balance as of September 30, 1999 due primarily to cash paid for acquisitions in late 1999.

Provision for Income Taxes. The effective income tax rates for continuing operations were 39.5% and 39.7% for the three months ended September 30, 2000 and 1999. The effective income tax rate for both periods is greater than the statutory federal income tax rate primarily due to state income taxes, net of federal benefit.

Net Income. Net income was $18.5 million for the three months ended September 30, 2000, an increase of 31.5% over $14.0 million for the three months ended September 30, 1999. Basic net income per share increased by 29.4% to $0.44 for the three months ended September 30, 2000 compared to $0.34 for the three months ended September 30, 1999. Diluted net income per share increased by 26.5% to $0.43 for the three months ended September 30, 2000 compared to $0.34 for the three months ended September 30, 1999.

Nine Months Ended September 30, 2000 Compared to Nine Months Ended September 30, 1999

Revenues. Gross revenues for the nine months ended September 30, 2000 were $2.15 billion, an increase of 27.7% over gross revenues of $1.68 billion for the nine months ended September 30, 1999. Net revenues for the nine months ended September 30, 2000 were $311.9 million, and increase of 44.8% over net revenues of $215.4 million for the nine months ended September 30, 1999 resulting from an increase in transportation services net revenues of 54.0% to $262.3 million, an increase in sourcing net revenues of 3.9% to $34.5 million, and an increase in information services net revenues of 27.6% to $15.2 million. Our net revenues increased at a faster rate than our gross revenues due primarily to the different growth rates of our service lines. Our information services net revenues as a percentage of gross revenues is highest of our three lines, followed by our transportation business and finally our sourcing business.

Sourcing net revenues increased due to growth in our retail produce business, offset by declining net revenues with produce wholesalers.

The increase in information services net revenues was the result of significant growth in transaction volume with our existing customers. Additionally, we added a new program with a new customer in the third quarter of 1999 that provided additional growth in the first six months of 2000. This revenue stream appears in the third quarter of both years, causing the third quarter growth being smaller than year to date growth .

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the nine months ended September 30, 2000 were $225.3 million, an increase of 46.0% over $154.3 million for the nine months ended September 30, 1999. This increase was primarily due to increased costs associated with our growth and acquisitions in late 1999. Selling, general, administrative expenses as a percentage of net revenues increased to 72.2% for the nine months ended September 30, 2000 compared to 71.6% for the nine months ended September 30, 1999. This increase is primarily due to higher personnel expense as a percentage of net revenues, resulting from two factors. Our recent acquisitions have higher personnel expense as a percentage of net revenues than did our ongoing business, and we incurred additional personnel costs associated with information technology including systems integration of acquisitions.

Income from Operations. Income from operations was $86.7 for the nine months ended September 30, 2000, an increase of 41.7% over $61.2 million for the nine months ended September 30, 1999. Income from operations as a percentage of net revenues was 27.8% and 28.4% for the nine months ended September 30, 2000 and 1999.

Investment and Other Income. Investment and other income was $288,000 for the nine months ended September 30, 2000, a decrease of 90.9% from $3.2 million for the nine months ended September 30, 1999. Our cash and investments as of September 30, 2000 decreased $76.0 million over the balance as of September 30, 1999 due primarily to cash paid for acquisitions in late 1999.

Provision for Income Taxes. The effective income tax rates from operations were 39.5% and 39.7% for the nine months ended September 30, 2000 and 1999. The effective income tax rate for both periods is greater than the statutory federal income tax rate primarily due to state income taxes, net of federal benefit.

Net Income. Net income was $52.6 million for the nine months ended September 30, 2000, an increase of 35.6% over $38.8 million for the nine months ended September 30, 1999. Basic net income per share increased 31.9% to $1.24 for the nine months ended September 30, 2000 compared to $0.94 for the nine months ended September 30, 1999. Diluted net income per share increased 30.9% to $1.23 for the nine months ended September 30, 2000 compared to $0.94 for the nine months ended September 30, 1999.

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 $54.7 million and $49.6 million as of September 30, 2000 and December 31, 1999. Working capital at September 30, 2000 and December 31, 1999 totaled $99.3 million and $67.2 million. The growth related primarily to the funding of working capital of American Backhaulers, Inc. (ABH) operations. We acquired certain assets and liabilities of ABH in December 1999, but did not purchase the receivables or assume the payables in the acquisition. We have had no long-term debt for the last five years and have no material commitments for future capital expenditures.

We generated $40.5 million and $27.0 million of cash flow from operations for the nine months ended September 30, 2000 and 1999. The increase in cash from operations was due primarily to the growth in net income of $13.8 million in the first nine months of 2000 compared to the first nine months of 1999.

We used $21.5 million and $17.1 million of cash and cash equivalents for investing activities for the nine months ended September 30, 2000 and 1999. The increase in cash used for investing activities in the first nine months of 2000 related primarily to two components. We used an additional $8.0 million for purchases of property and equipment in the first nine months of 2000 compared to 1999, primarily on computers and related equipment. This increased cash usage was offset by reduced spending of $3.4 million on acquisitions and other assets in the first nine months of 2000 compared to 1999.

We also used $13.9 million and $9.4 million of cash and cash equivalents for financing activities for the nine months ended September 30, 2000 and 1999, primarily to repurchase common stock and to pay quarterly cash dividends. As more stock options are becoming vested, we have increased our repurchases of stock in anticipation of increased option exercises. We also repurchase common stock to cover our quarterly sales under the employee stock purchase plan. We have declared an $0.08 per share dividend payable to shareholders of record as of September 8, 2000 payable on October 2, 2000.

We have $40.0 million available under a line of credit with two banks, with an interest rate of 7.21% as of September 30, 2000. The line of credit expires on December 16, 2002 and does not restrict the payment of dividends. We had gross borrowings on this facility of $33.0 million, all of which was repaid by June 2000. The maximum outstanding balance during the nine months was $8.5 million. We were in compliance with all covenants of the agreement as of September 30, 2000. We expect to be able to renew this line of credit in the future. We also have a line of credit outstanding between our European subsidiary and its main bank. Available credit under this line is 20 million French francs at a rate of Euribor plus 90 basis points (5.78% at September 30, 2000). This is a discretionary line of credit and has no expiration date and is renewable. As of September 30, 2000, the outstanding balance was 15.4 million French francs, which is included in current liabilities.

Assuming no change in our current business plan, management believes that our available cash, together with expected future cash generated from operations and the amounts available under our debt facility, are expected to be sufficient to satisfy our anticipated needs for working capital, capital expenditures and cash dividends for all future periods. Our board of directors has authorized management to repurchase up to a total of 3,000,000 shares of our common stock for reissuance upon the exercise of employee stock options, other stock plans and other purposes. Any purchases would be made from available cash or cash generated from future operations. As of September 30, 2000, we had purchased a total of 342,400 shares.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

We had approximately $54.7 million of cash and cash equivalents on September 30, 2000. Substantially all of the cash equivalents are money market securities from domestic issuers. 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 investing practices. We also conduct business in foreign currencies and at times we enter into forward contracts to hedge against foreign currency exposure. There were no such contracts outstanding during the nine months ended September 30, 2000. We also have inventory, which is subject to certain commodity price volatility. We believe a reasonable near-term change in foreign currency exchange rates or commodity prices would not have a material impact on our future earnings or cash flows because the amount of our inventory and foreign currency exposure is not material. We have not experienced, nor do we believe that the conversion to the euro will have a material business or financial impact on us.

Cautionary Statement Relevant to Forward-Looking Information

Our discussions and analysis of our financial condition and results of operations, including our market risk discussions, contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our expectations or beliefs, including, but not limited to, our current assumptions about future financial performance, anticipated problems and our plans for future operations, which are subject to various risks and uncertainties. When used in this Form 10-Q and in future filings by the Company with the Securities and Exchange Commission, in our press releases, presentations to securities analysts or investors, in oral statements made by or with the approval of an executive officer of the Company, the words or phrases “believes”, “ may”, “will”, “expects”, “should”, “continue”, “anticipates”, “intends”, “will likely result”, “estimates”, “projects” or similar expressions and variations thereof are intended to identify such forward-looking statements. However, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including those described in Exhibit 99 to our Form 10-K filed with the Securities and Exchange Commission with respect to the fiscal year ended December 31, 1999.

PART II - OTHER INFORMATION

ITEM 1.	Legal Proceedings

	None.

ITEM 2.

Changes in Securities and Use of Proceeds

	None.

ITEM 3.	Defaults Upon Senior Securities

	None.

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

	None

ITEM 5.	Other Information

On October 17, 2000, the Board of Directors of the Company declared a two-for-one common stock split in the form of a one-hundred percent (100%) stock dividend, payable December 1, 2000 to stockholders of record as of the close of business on November 10, 2000.

ITEM 6.	Exhibits and Reports on Form 8-K

(a)	Exhibits

	27	Financial Data Schedule

(b)	Reports on Form 8-K

	No reports on Form 8-K were filed during the quarter ended September 30, 2000.

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: November 10, 2000

		C.H.ROBINSON WORLDWIDE, INC.

		By /s/ D.R. Verdoorn D.R. Verdoorn Chief Executive Officer

		By /s/ Thomas K. Mahlke Thomas K. Mahlke Controller (principal accounting officer)

EXHIBIT INDEX

Exhibit No.	Description

27	Financial Data Schedule