UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2022
☐ 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.) | |||||||||||||||||||||||||
14701 Charlson Road
Eden Prairie, MN 55347
(Address of principal executive offices, including zip code)
952-937-8500
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.10 par value | CHRW | Nasdaq Global Select Market | ||||||
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Emerging growth company | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 27, 2022, the number of shares outstanding of the registrant’s Common Stock, par value $0.10 per share, was 123,883,299.
C.H. ROBINSON WORLDWIDE, INC.
TABLE OF CONTENTS
| PART I. Financial Information | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II. Other Information | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Balance Sheets
(unaudited, in thousands, except per share data)
| June 30, 2022 | December 31, 2021 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 238,925 | $ | 257,413 | |||||||
Receivables, net of allowance for credit loss of $37,518 and $41,542 | 4,302,321 | 3,963,487 | |||||||||
| Contract assets, net of allowance for credit loss | 518,752 | 453,660 | |||||||||
| Prepaid expenses and other | 108,258 | 129,593 | |||||||||
| Total current assets | 5,168,256 | 4,804,153 | |||||||||
| Property and equipment, net of accumulated depreciation and amortization | 155,829 | 139,831 | |||||||||
| Goodwill | 1,472,855 | 1,484,754 | |||||||||
| Other intangible assets, net of accumulated amortization | 75,789 | 89,606 | |||||||||
| Right-of-use lease assets | 338,223 | 292,559 | |||||||||
| Deferred tax assets | 134,404 | 124,900 | |||||||||
| Other assets | 112,083 | 92,309 | |||||||||
| Total assets | $ | 7,457,439 | $ | 7,028,112 | |||||||
| LIABILITIES AND STOCKHOLDERS’ INVESTMENT | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 1,872,497 | $ | 1,813,473 | |||||||
| Outstanding checks | 54,360 | 105,828 | |||||||||
| Accrued expenses: | |||||||||||
| Compensation | 190,428 | 201,421 | |||||||||
| Transportation expense | 405,284 | 342,778 | |||||||||
| Income taxes | 38,850 | 100,265 | |||||||||
| Other accrued liabilities | 177,645 | 171,266 | |||||||||
| Current lease liabilities | 72,686 | 66,311 | |||||||||
| Current portion of debt | 674,000 | 525,000 | |||||||||
| Total current liabilities | 3,485,750 | 3,326,342 | |||||||||
| Long-term debt | 1,594,055 | 1,393,649 | |||||||||
| Noncurrent lease liabilities | 281,319 | 241,369 | |||||||||
| Noncurrent income taxes payable | 26,291 | 28,390 | |||||||||
| Deferred tax liabilities | 16,521 | 16,113 | |||||||||
| Other long-term liabilities | 1,088 | 315 | |||||||||
| Total liabilities | 5,405,024 | 5,006,178 | |||||||||
| Stockholders’ investment: | |||||||||||
Preferred stock, $0.10 par value, 20,000 shares authorized; no shares issued or outstanding | — | — | |||||||||
Common stock, $0.10 par value, 480,000 shares authorized; 179,204 and 179,206 shares issued, 125,116 and 129,186 outstanding | 12,512 | 12,919 | |||||||||
| Additional paid-in capital | 709,163 | 673,628 | |||||||||
| Retained earnings | 5,411,346 | 4,936,861 | |||||||||
| Accumulated other comprehensive loss | (87,860) | (61,134) | |||||||||
Treasury stock at cost (54,088 and 50,020 shares) | (3,992,746) | (3,540,340) | |||||||||
| Total stockholders’ investment | 2,052,415 | 2,021,934 | |||||||||
| Total liabilities and stockholders’ investment | $ | 7,457,439 | $ | 7,028,112 | |||||||
See accompanying notes to the condensed consolidated financial statements.
3
C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Operations and Comprehensive Income
(unaudited, in thousands except per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Transportation | $ | 6,465,642 | $ | 5,240,448 | $ | 12,993,993 | $ | 9,800,675 | |||||||||||||||
| Sourcing | 332,833 | 292,278 | 620,435 | 535,920 | |||||||||||||||||||
| Total revenues | 6,798,475 | 5,532,726 | 13,614,428 | 10,336,595 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Purchased transportation and related services | 5,466,874 | 4,519,305 | 11,117,098 | 8,400,590 | |||||||||||||||||||
| Purchased products sourced for resale | 299,988 | 264,245 | 559,521 | 484,449 | |||||||||||||||||||
| Personnel expenses | 444,764 | 362,901 | 858,125 | 723,736 | |||||||||||||||||||
| Other selling, general, and administrative expenses | 117,184 | 125,671 | 264,545 | 243,887 | |||||||||||||||||||
| Total costs and expenses | 6,328,810 | 5,272,122 | 12,799,289 | 9,852,662 | |||||||||||||||||||
| Income from operations | 469,665 | 260,604 | 815,139 | 483,933 | |||||||||||||||||||
| Interest and other income/expense, net | (27,395) | (13,497) | (41,569) | (24,757) | |||||||||||||||||||
| Income before provision for income taxes | 442,270 | 247,107 | 773,570 | 459,176 | |||||||||||||||||||
| Provision for income taxes | 94,085 | 53,318 | 155,037 | 92,082 | |||||||||||||||||||
| Net income | 348,185 | 193,789 | 618,533 | 367,094 | |||||||||||||||||||
| Other comprehensive loss, net of tax | (33,596) | (162) | (26,726) | (7,448) | |||||||||||||||||||
| Comprehensive income | $ | 314,589 | $ | 193,627 | $ | 591,807 | $ | 359,646 | |||||||||||||||
| Basic net income per share | $ | 2.71 | $ | 1.45 | $ | 4.78 | $ | 2.74 | |||||||||||||||
| Diluted net income per share | $ | 2.67 | $ | 1.44 | $ | 4.71 | $ | 2.71 | |||||||||||||||
| Basic weighted average shares outstanding | 128,405 | 133,275 | 129,447 | 133,888 | |||||||||||||||||||
| Dilutive effect of outstanding stock awards | 1,933 | 1,581 | 1,771 | 1,388 | |||||||||||||||||||
| Diluted weighted average shares outstanding | 130,338 | 134,856 | 131,218 | 135,276 | |||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
4
C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Stockholders’ Investment
(unaudited, in thousands, except per share data)
| Common Shares Outstanding | Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Stockholders’ Investment | |||||||||||||||||||||||||||||||||||
| Balance December 31, 2021 | 129,186 | $ | 12,919 | $ | 673,628 | $ | 4,936,861 | $ | (61,134) | $ | (3,540,340) | $ | 2,021,934 | ||||||||||||||||||||||||||||
| Net income | 270,348 | 270,348 | |||||||||||||||||||||||||||||||||||||||
| Foreign currency adjustments | 6,870 | 6,870 | |||||||||||||||||||||||||||||||||||||||
Dividends declared, $0.55 per share | (72,542) | (72,542) | |||||||||||||||||||||||||||||||||||||||
| Stock issued for employee benefit plans | 418 | 42 | (17,377) | 26,239 | 8,904 | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | 24,606 | — | 24,606 | ||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (1,593) | (160) | (164,458) | (164,618) | |||||||||||||||||||||||||||||||||||||
| Balance March 31, 2022 | 128,011 | $ | 12,801 | $ | 680,857 | $ | 5,134,667 | $ | (54,264) | $ | (3,678,559) | $ | 2,095,502 | ||||||||||||||||||||||||||||
| Net income | 348,185 | 348,185 | |||||||||||||||||||||||||||||||||||||||
| Foreign currency adjustments | (33,596) | (33,596) | |||||||||||||||||||||||||||||||||||||||
Dividends declared, $0.55 per share | (71,506) | (71,506) | |||||||||||||||||||||||||||||||||||||||
| Stock issued for employee benefit plans | 316 | 31 | 377 | 20,478 | 20,886 | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | 27,929 | — | 27,929 | ||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (3,211) | (320) | (334,665) | (334,985) | |||||||||||||||||||||||||||||||||||||
| Balance June 30, 2022 | 125,116 | $ | 12,512 | $ | 709,163 | $ | 5,411,346 | $ | (87,860) | $ | (3,992,746) | $ | 2,052,415 | ||||||||||||||||||||||||||||
| Common Shares Outstanding | Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Stockholders’ Investment | |||||||||||||||||||||||||||||||||||
| Balance December 31, 2020 | 134,298 | $ | 13,430 | $ | 566,022 | $ | 4,372,833 | $ | (45,998) | $ | (3,026,354) | $ | 1,879,933 | ||||||||||||||||||||||||||||
| Net income | 173,305 | 173,305 | |||||||||||||||||||||||||||||||||||||||
| Foreign currency adjustments | (7,286) | (7,286) | |||||||||||||||||||||||||||||||||||||||
Dividends declared, $0.51 per share | (69,606) | (69,606) | |||||||||||||||||||||||||||||||||||||||
| Stock issued for employee benefit plans | 357 | 36 | (21,805) | 18,766 | (3,003) | ||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net of forfeitures | (26) | (3) | 3 | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | 23,989 | — | 23,989 | ||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (1,386) | (139) | (129,006) | (129,145) | |||||||||||||||||||||||||||||||||||||
| Balance March 31, 2021 | 133,243 | $ | 13,324 | $ | 568,209 | $ | 4,476,532 | $ | (53,284) | $ | (3,136,594) | $ | 1,868,187 | ||||||||||||||||||||||||||||
| Net income | 193,789 | 193,789 | |||||||||||||||||||||||||||||||||||||||
| Foreign currency adjustments | (162) | (162) | |||||||||||||||||||||||||||||||||||||||
Dividends declared, $0.51 per share | (69,094) | (69,094) | |||||||||||||||||||||||||||||||||||||||
| Stock issued for employee benefit plans | 250 | 25 | 418 | 16,151 | 16,594 | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | 29,161 | — | 29,161 | ||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (1,358) | (136) | (132,169) | (132,305) | |||||||||||||||||||||||||||||||||||||
| Balance June 30, 2021 | 132,135 | $ | 13,213 | $ | 597,788 | $ | 4,601,227 | $ | (53,446) | $ | (3,252,612) | $ | 1,906,170 | ||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
5
C.H. ROBINSON WORLDWIDE, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)
| Six Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $ | 618,533 | $ | 367,094 | |||||||
| Adjustments to reconcile net income to net cash used for operating activities: | |||||||||||
| Depreciation and amortization | 45,748 | 46,215 | |||||||||
| Provision for credit losses | (2,142) | (36) | |||||||||
| Stock-based compensation | 52,535 | 53,150 | |||||||||
| Deferred income taxes | (5,844) | (2,474) | |||||||||
| Excess tax benefit on stock-based compensation | (7,553) | (9,367) | |||||||||
| Other operating activities | (26,356) | 933 | |||||||||
| Changes in operating elements, net of acquisitions: | |||||||||||
| Receivables | (378,641) | (717,340) | |||||||||
| Contract assets | (65,362) | (96,154) | |||||||||
| Prepaid expenses and other | (14,170) | (38,971) | |||||||||
| Accounts payable and outstanding checks | 37,207 | 406,875 | |||||||||
| Accrued compensation | (9,673) | 12,115 | |||||||||
| Accrued transportation expense | 62,506 | 73,167 | |||||||||
| Accrued income taxes | (54,964) | (4,431) | |||||||||
| Other accrued liabilities | 1,391 | 210 | |||||||||
| Other assets and liabilities | (1,886) | 1,612 | |||||||||
| Net cash provided by operating activities | 251,329 | 92,598 | |||||||||
| INVESTING ACTIVITIES | |||||||||||
| Purchases of property and equipment | (36,781) | (12,856) | |||||||||
| Purchases and development of software | (32,622) | (16,981) | |||||||||
| Acquisitions, net of cash acquired | — | (14,749) | |||||||||
| Other investing activities | 63,208 | — | |||||||||
| Net cash used for investing activities | (6,195) | (44,586) | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Proceeds from stock issued for employee benefit plans | 53,574 | 36,674 | |||||||||
| Stock tendered for payment of withholding taxes | (23,784) | (23,083) | |||||||||
| Repurchase of common stock | (490,699) | (262,904) | |||||||||
| Cash dividends | (145,268) | (139,756) | |||||||||
| Proceeds from long-term borrowings | 200,000 | — | |||||||||
| Proceeds from short-term borrowings | 2,735,000 | 1,661,000 | |||||||||
| Payments on short-term borrowings | (2,586,000) | (1,390,038) | |||||||||
| Net cash used for financing activities | (257,177) | (118,107) | |||||||||
| Effect of exchange rates on cash and cash equivalents | (6,445) | (898) | |||||||||
| Net change in cash and cash equivalents | (18,488) | (70,993) | |||||||||
| Cash and cash equivalents, beginning of period | 257,413 | 243,796 | |||||||||
| Cash and cash equivalents, end of period | $ | 238,925 | $ | 172,803 | |||||||
See accompanying notes to the condensed consolidated financial statements.
6
C.H. ROBINSON WORLDWIDE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
C.H. Robinson Worldwide, Inc., and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions operating through a network of offices located in North America, Europe, Asia, Oceania, and South America. The 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.
Our reportable segments are NAST and Global Forwarding with all other segments included in All Other and Corporate. The All Other and Corporate reportable segment includes Robinson Fresh, Managed Services, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. For financial information concerning our reportable segments, refer to Note 9, Segment Reporting.
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 our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2021.
PROPERTY AND EQUIPMENT
During the second quarter, we sold an office building in Kansas City, Missouri, that had been previously classified as held-for-sale assets, for a sales price of $55 million and recognized a gain of $23.5 million on the sale of the building in the three months ended June 30, 2022. We simultaneously entered into an agreement to lease the office building for 10 years.
RECENTLY ISSUED ACCOUNTING STANDARDS
For the three months ended June 30, 2022, there were no recently issued or newly adopted accounting pronouncements that had, or are expected to have, a material impact to our consolidated financial statements.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2021, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements.
NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS
The change in carrying amount of goodwill is as follows (in thousands):
| NAST | Global Forwarding | All Other and Corporate | Total | ||||||||||||||||||||
| Balance, December 31, 2021 | $ | 1,196,333 | $ | 210,391 | $ | 78,030 | $ | 1,484,754 | |||||||||||||||
| Foreign currency translation | (7,319) | (2,907) | (1,673) | (11,899) | |||||||||||||||||||
| Balance, June 30, 2022 | $ | 1,189,014 | $ | 207,484 | $ | 76,357 | $ | 1,472,855 | |||||||||||||||
Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”). As part of our Step Zero Analysis, we determined that more likely than not criteria had not been met, and therefore a Step One Analysis was not required as of June 30, 2022.
7
Identifiable intangible assets consisted of the following (in thousands):
| June 30, 2022 | December 31, 2021 | ||||||||||||||||||||||||||||||||||
| Cost | Accumulated Amortization | Net | Cost | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||
| Finite-lived intangibles | |||||||||||||||||||||||||||||||||||
| Customer relationships | $ | 163,580 | $ | (96,391) | $ | 67,189 | $ | 169,308 | $ | (88,302) | $ | 81,006 | |||||||||||||||||||||||
| Indefinite-lived intangibles | |||||||||||||||||||||||||||||||||||
| Trademarks | 8,600 | — | 8,600 | 8,600 | — | 8,600 | |||||||||||||||||||||||||||||
| Total intangibles | $ | 172,180 | $ | (96,391) | $ | 75,789 | $ | 177,908 | $ | (88,302) | $ | 89,606 | |||||||||||||||||||||||
Amortization expense for other intangible assets is as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Amortization expense | $ | 5,957 | $ | 6,200 | $ | 11,991 | $ | 13,286 | |||||||||||||||
Finite-lived intangible assets, by reportable segment, as of June 30, 2022, will be amortized over their remaining lives as follows (in thousands):
| NAST | Global Forwarding | All Other and Corporate | Total | ||||||||||||||||||||
| Remaining 2022 | $ | 4,048 | $ | 7,107 | $ | 529 | $ | 11,684 | |||||||||||||||
| 2023 | 8,096 | 11,685 | 1,058 | 20,839 | |||||||||||||||||||
| 2024 | 7,990 | 3,521 | 1,058 | 12,569 | |||||||||||||||||||
| 2025 | 7,857 | 2,606 | 1,058 | 11,521 | |||||||||||||||||||
| 2026 | 7,857 | — | 723 | 8,580 | |||||||||||||||||||
| Thereafter | 1,310 | — | 686 | 1,996 | |||||||||||||||||||
| Total | $ | 67,189 | |||||||||||||||||||||
NOTE 3. FAIR VALUE MEASUREMENT
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
•Level 1 — Quoted market prices in active markets for identical assets or liabilities.
•Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.
•Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
We had no Level 3 assets or liabilities as of and during the periods ended June 30, 2022 and December 31, 2021. There were no transfers between levels during the period.
8
NOTE 4. FINANCING ARRANGEMENTS
The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
| Average interest rate as of | Carrying value as of | |||||||||||||||||||||||||||||||
| June 30, 2022 | December 31, 2021 | Maturity | June 30, 2022 | December 31, 2021 | ||||||||||||||||||||||||||||
| Revolving credit facility | 2.82 | % | 1.23 | % | October 2023 | $ | 174,000 | $ | 525,000 | |||||||||||||||||||||||
| 364-day revolving credit facility | 2.03 | % | — | May 2023 | 500,000 | — | ||||||||||||||||||||||||||
| Senior Notes, Series A | 3.97 | % | 3.97 | % | August 2023 | 175,000 | 175,000 | |||||||||||||||||||||||||
| Senior Notes, Series B | 4.26 | % | 4.26 | % | August 2028 | 150,000 | 150,000 | |||||||||||||||||||||||||
| Senior Notes, Series C | 4.60 | % | 4.60 | % | August 2033 | 175,000 | 175,000 | |||||||||||||||||||||||||
Receivables securitization facility (1) | 2.26 | % | 0.73 | % | November 2023 | 499,448 | 299,481 | |||||||||||||||||||||||||
Senior Notes (1) | 4.20 | % | 4.20 | % | April 2028 | 594,607 | 594,168 | |||||||||||||||||||||||||
| Total debt | 2,268,055 | 1,918,649 | ||||||||||||||||||||||||||||||
| Less: Current maturities and short-term borrowing | (674,000) | (525,000) | ||||||||||||||||||||||||||||||
| Long-term debt | $ | 1,594,055 | $ | 1,393,649 | ||||||||||||||||||||||||||||
____________________________________________
(1) Net of unamortized discounts and issuance costs.
SENIOR UNSECURED REVOLVING CREDIT FACILITY
We have a senior unsecured revolving credit facility (the “Credit Agreement”) with a total availability of $1 billion and a maturity date of October 24, 2023. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of applicable LIBOR plus 1.13 percent). In addition, there is a commitment fee on the average daily undrawn stated amount under each letter of credit issued under the facility ranging from 0.075 percent to 0.200 percent. The recorded amount of borrowings outstanding, if any, approximates fair value because of the short maturity period of the debt.
The Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.50 to 1.00. The Credit Agreement also contains customary events of default. On November 19, 2021, we amended the Credit Agreement to among other things, facilitate the terms of the Receivables Securitization Facility and include provisions for benchmark replacements to LIBOR.
364-DAY UNSECURED REVOLVING CREDIT FACILITY
On May 6, 2022, we entered into an unsecured revolving credit facility (the “364-day Credit Agreement”) with a total availability of $500 million and a maturity date of May 5, 2023. Borrowings under the 364-day Credit Agreement generally bear interest at an alternate base rate plus a margin or a term SOFR-based rate plus a margin of 0.625 percent to 1.25 percent. The alternate base rate is determined by a pricing schedule (which is the highest of (a) 0 percent, (b) U.S. Bank’s prime rate, (c) the federal funds effective rate plus 0.50 percent, or (d) a term SOFR-based rate plus 1.00 percent). In addition, there is a commitment fee on the aggregate unused commitments under the 364-day Credit Agreement ranging from 0.05 percent to 0.175 percent per annum. The recorded amount of borrowings outstanding, if any, approximates fair value because of the short maturity period of the debt.
The 364-day Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including an initial maximum leverage ratio of 3.00 to 1.00. The 364-day Credit Agreement also contains customary events of default.
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NOTE PURCHASE AGREEMENT
On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the “Purchasers”). On August 27, 2013, the Purchasers purchased an aggregate principal amount of $500 million of our Senior Notes, Series A, Senior Notes Series B, and Senior Notes Series C (collectively, the “Notes”). Interest on the Notes is payable semi-annually in arrears. The fair value of the Notes approximated $477.9 million on June 30, 2022. We estimate the fair value of the Notes primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities, and considering our own risk. If the Notes were recorded at fair value, they would be classified as Level 2.
The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.00 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 15 percent.
The Note Purchase Agreement provides for customary events of default. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable. Under the terms of the Note Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company. On November 19, 2021, we amended the Note Purchase Agreement to among other things, facilitate the terms of the Receivables Securitization Facility.
U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION
On November 19, 2021, we entered into a receivables purchase agreement and related transaction documents with Bank of America, N.A. and Wells Fargo Bank, N.A. to provide a receivables securitization facility (the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of our U.S. trade accounts receivable with a total availability of $500 million as of June 30, 2022. The interest rate on borrowings under the Receivables Securitization Facility is based on Bloomberg Short Term Bank Yield Index (“BSBY”) plus a margin. There is also a commitment fee we are required to pay on any unused portion of the facility. The Receivables Securitization Facility expires on November 17, 2023, unless extended by the parties and is recorded as a noncurrent liability as of June 30, 2022. The recorded amount of borrowings outstanding on the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats. We consider these borrowings to be a Level 2 financial liability. Borrowings on the Receivables Securitization Facility are included within proceeds on long-term borrowings on the consolidated statement of cash flows.
The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions, which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events.
On February 1, 2022, we amended the Receivables Securitization Facility primarily to increase the total availability from $300 million to $500 million pursuant to the provisions of the existing agreement. On July 7, 2022, we amended the Receivables Securitization Facility to effectively increase the receivables pool available with respect to the Receivables Securitization Facility.
SENIOR NOTES
On April 9, 2018, we issued senior unsecured notes (“Senior Notes”) through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $577.0 million as of June 30, 2022, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $594.6 million as of June 30, 2022.
We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes. Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we will generally be required to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase.
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The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens or enter into sale and leaseback transactions above certain limits; and consolidate, or merge or transfer substantially all of our assets and those of our subsidiaries on a consolidated basis. It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include among other things nonpayment, breach of covenants in the indenture, and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the Senior Notes, the trustee or holders of at least 25 percent in principal amount outstanding of the Senior Notes may declare the principal and the accrued and unpaid interest, if any, on all of the outstanding Senior Notes to be due and payable. These covenants and events of default are subject to a number of important qualifications, limitations, and exceptions that are described in the indenture. The indenture does not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere.
In addition to the above financing agreements, we have a $15 million discretionary line of credit with U.S. Bank of which $7.9 million is currently utilized for standby letters of credit related to insurance collateral as of June 30, 2022. These standby letters of credit are renewed annually and were undrawn as of June 30, 2022.
NOTE 5. INCOME TAXES
A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate for the three and six months ended June 30, 2022 and 2021, is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Federal statutory rate | 21.0 | % | 21.0 | % | 21.0 | % | 21.0 | % | |||||||||||||||
| State income taxes, net of federal benefit | 2.0 | 2.0 | 1.7 | 2.1 | |||||||||||||||||||
| Share based payment awards | (0.6) | (0.1) | (0.9) | (1.5) | |||||||||||||||||||
| Foreign tax credits | (1.4) | (1.2) | (1.1) | (0.5) | |||||||||||||||||||
| Other U.S. tax credits and incentives | (0.3) | (0.8) | (1.0) | (0.9) | |||||||||||||||||||
| Foreign | (0.5) | 2.0 | (0.5) | 0.2 | |||||||||||||||||||
| Other | 1.1 | (1.3) | 0.8 | (0.3) | |||||||||||||||||||
| Effective income tax rate | 21.3 | % | 21.6 | % | 20.0 | % | 20.1 | % | |||||||||||||||
We have asserted that the unremitted earnings of a limited number of our foreign subsidiaries are permanently reinvested to support expansion of our international business. If we repatriated all foreign earnings that are considered to be permanently reinvested, the estimated effect on income taxes payable would be an increase of approximately $2.0 million as of June 30, 2022.
On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in response to the COVID-19 pandemic. The CARES Act allowed for a deferral of the employer share of federal payroll taxes. We have recognized a payroll deferral of $14.7 million under the CARES Act due on December 31, 2022.
As of June 30, 2022, we have $41.0 million of unrecognized tax benefits and related interest and penalties. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations and settlements with taxing authorities. The total liability for unrecognized tax benefits is expected to decrease by approximately $2.4 million in the next 12 months due to the lapsing of statutes of limitations. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2015. We are currently under an Internal Revenue Service audit for 2015, 2016 and 2017 tax years.
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NOTE 6. STOCK AWARD PLANS
Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Stock options | $ | 3,263 | $ | 4,027 | $ | 6,482 | $ | 7,994 | |||||||||||||||
| Stock awards | 23,887 | 24,401 | 43,950 | 43,349 | |||||||||||||||||||
| Company expense on ESPP discount | 779 | 733 | 2,103 | 1,807 | |||||||||||||||||||
| Total stock-based compensation expense | $ | 27,929 | $ | 29,161 | $ | 52,535 | $ | 53,150 | |||||||||||||||
On May 5, 2022, our shareholders approved a 2022 Equity Incentive Plan (the “Plan”) and authorized an initial 4,261,884 shares for issuance of awards thereunder. Upon approval of the Plan, no new awards may be made under our 2013 Equity Incentive Plan. The Plan allows us to grant certain stock awards, including stock options at fair market value, performance-based restricted stock units and shares, and time-based restricted stock units, to our key employees and non-employee directors. Approximately 4,424,631 shares were available for stock awards under the Plan as of June 30, 2022. Shares subject to awards under the Plan or certain of our prior plans that expire or are canceled without delivery of shares or that are settled in cash generally become available again for issuance under the Plan.
Stock Options - We have awarded stock options to certain key employees through 2020. The fair value of these options was established based on the market price on the date of grant calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates were the primary reasons for changes in the fair value. These grants are being expensed based on the terms of the awards. As of June 30, 2022, unrecognized compensation expense related to stock options was $20.0 million. The amount of future expense to be recognized will be based on the passage of time and the employees' continued employment.
Stock Awards - We have awarded performance-based restricted shares, performance-based restricted stock units (“PSUs”), and time-based restricted stock units. Nearly all of our awards contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for any post-vesting holding restrictions. The discounts on outstanding grants with post-vesting holding restrictions vary from 12 percent to 24 percent and are calculated using the Black-Scholes option pricing model-protective put method. The duration of the restriction period to sell or transfer vested awards, changes in the measured stock price volatility and changes in interest rates are the primary reasons for changes in the discounts. These grants are being expensed based on the terms of the awards.
Performance-based Awards
We have awarded performance-based restricted shares through 2020 to certain key employees and non-employee directors. These awards vest over a five-year period based on the company’s earnings growth. Beginning in 2021, we have awarded annually PSUs to certain key employees. These PSUs vest over a three-year period based on the company's cumulative three-year earnings per share growth and annual adjusted gross profit growth. These PSUs contain an upside opportunity of up to 200 percent of target contingent upon obtaining certain earnings per share and adjusted gross profit growth targets.
Time-based Awards
We award time-based restricted stock units to certain key employees and non-employee directors. Time-based awards granted through 2020 vest over a five-year period. Beginning in 2021, we have granted annually time-based awards that vest over a three-year period. These awards vest primarily based on the passage of time and the employee’s continued employment. These grants are being expensed based on the terms of the awards.
We granted 330,072 PSUs and 634,118 time-based restricted stock units on February 9, 2022. The PSUs and time-based restricted stock unit awards had a weighted average grant date fair value of $76.74 and $74.67, respectively. Time-based awards are eligible to vest over a three-year period with a first vesting date of December 31, 2022.
We have also issued restricted stock units to certain key employees and non-employee directors, which are fully vested upon issuance. These units contain restrictions on the awardees’ ability to sell or transfer vested units for a specified period of time. The fair value of these units is established using the same method discussed above. These grants have been expensed during the year they were earned.
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As of June 30, 2022, there was unrecognized compensation expense of $144.3 million related to previously granted stock awards assuming maximum achievement is obtained on our performance-based awards. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings and adjusted gross profit growth, and certain other conditions.
Employee Stock Purchase Plan - Our 1997 Employee Stock Purchase Plan (“ESPP”) allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. The purchase price is determined using the closing price on the last day of each quarter discounted by 15 percent. Shares vest immediately. The following is a summary of the employee stock purchase plan activity (dollars in thousands):
| Three Months Ended June 30, 2022 | ||||||||||||||
Shares purchased by employees | Aggregate cost to employees | Expense recognized by the company | ||||||||||||
| 51,276 | $ | 4,419 | $ | 779 | ||||||||||
NOTE 7. LITIGATION
We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including certain contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our condensed consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.
NOTE 8. ACQUISITIONS
Combinex Holding B.V.
On June 3, 2021, we acquired all of the outstanding shares of Combinex to strengthen our European road transportation presence. Total purchase consideration, net of cash acquired was $14.7 million, which was paid in cash.
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
| Estimated Life (years) | |||||||||||
| Customer relationships | 7 | $ | 3,942 | ||||||||
There was $10.8 million of goodwill recorded related to the acquisition of Combinex. The Combinex goodwill is a result of acquiring and retaining the Combinex workforce and expected synergies from integrating its business into ours. Purchase accounting is considered complete. The goodwill will not be deductible for tax purposes. The results of operations of Combinex have been included as part of the All Other and Corporate segment in our consolidated financial statements since June 3, 2021.
NOTE 9. SEGMENT REPORTING
Our reportable segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. We identify two reportable segments in addition to All Other and Corporate as summarized below:
•North American Surface Transportation—NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST include truckload and less than truckload (“LTL”) transportation services.
•Global Forwarding—Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, Oceania, and South America and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.
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•All Other and Corporate—All Other and Corporate includes our Robinson Fresh and Managed Services segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses. Robinson Fresh provides sourcing services including the buying, selling, and marketing of fresh fruits, vegetables, and other perishable items. Managed Services provides Transportation Management Services, or Managed TMS®. Other Surface Transportation revenues are primarily earned by Europe Surface Transportation. Europe Surface Transportation provides transportation and logistics services including truckload and groupage services across Europe.
The internal reporting of segments is defined, based in part, on the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies located in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2021. We do not report our intersegment revenues by reportable segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments.
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Reportable segment information as of, and for the three and six months ended June 30, 2022 and 2021, is as follows (dollars in thousands):
| NAST | Global Forwarding | All Other and Corporate | Consolidated | ||||||||||||||||||||
| Three Months Ended June 30, 2022 | |||||||||||||||||||||||
| Total revenues | $ | 4,147,046 | $ | 2,093,190 | $ | 558,239 | $ | 6,798,475 | |||||||||||||||
| Income from operations | 276,499 | 167,557 | 25,609 | 469,665 | |||||||||||||||||||
| Depreciation and amortization | 6,123 | 5,471 | 11,668 | 23,262 | |||||||||||||||||||
Total assets(1) | 3,688,215 | 2,851,114 | 918,110 | 7,457,439 | |||||||||||||||||||
| Average headcount | 7,552 | 5,759 | 4,582 | 17,893 | |||||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | ||||||||||||||||||||
| Three Months Ended June 30, 2021 | |||||||||||||||||||||||
| Total revenues | $ | 3,585,481 | $ | 1,450,794 | $ | 496,451 | $ | 5,532,726 | |||||||||||||||
| Income from operations | 151,092 | 108,212 | 1,300 | 260,604 | |||||||||||||||||||
| Depreciation and amortization | 6,534 | 6,276 | 10,127 | 22,937 | |||||||||||||||||||
Total assets(1) | 3,278,540 | 1,852,473 | 775,551 | 5,906,564 | |||||||||||||||||||
| Average headcount | 6,580 | 4,909 | 3,916 | 15,405 | |||||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | ||||||||||||||||||||
| Six Months Ended June 30, 2022 | |||||||||||||||||||||||
| Total revenues | $ | 8,261,935 | $ | 4,287,587 | $ | 1,064,906 | $ | 13,614,428 | |||||||||||||||
| Income from operations | 458,853 | 335,195 | 21,091 | 815,139 | |||||||||||||||||||
| Depreciation and amortization | 12,362 | 11,026 | 22,360 | 45,748 | |||||||||||||||||||
Total assets(1) | 3,688,215 | 2,851,114 | 918,110 | 7,457,439 | |||||||||||||||||||
| Average headcount | 7,442 | 5,690 | 4,422 | 17,554 | |||||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | ||||||||||||||||||||
| Six Months Ended June 30, 2021 | |||||||||||||||||||||||
| Total revenues | $ | 6,796,904 | $ | 2,606,833 | $ | 932,858 | $ | 10,336,595 | |||||||||||||||
| Income (loss) from operations | 287,876 | 198,801 | (2,744) | 483,933 | |||||||||||||||||||
| Depreciation and amortization | 13,159 | 11,925 | 21,131 | 46,215 | |||||||||||||||||||
Total assets(1) | 3,278,540 | 1,852,473 | 775,551 | 5,906,564 | |||||||||||||||||||
| Average headcount | 6,578 | 4,832 | 3,823 | 15,233 | |||||||||||||||||||
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
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NOTE 10. REVENUE FROM CONTRACTS WITH CUSTOMERS
A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the three and six months ended June 30, 2022 and 2021 (in thousands):
| Three Months Ended June 30, 2022 | |||||||||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Total | ||||||||||||||||||||
| Major Service Lines | |||||||||||||||||||||||
Transportation and logistics services(1) | $ | 4,147,046 | $ | 2,093,190 | $ | 225,406 | $ | 6,465,642 | |||||||||||||||
Sourcing(2) | — | — | 332,833 | 332,833 | |||||||||||||||||||
| Total | $ | 4,147,046 | $ | 2,093,190 | $ | 558,239 | $ | 6,798,475 | |||||||||||||||
| Three Months Ended June 30, 2021 | |||||||||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Total | ||||||||||||||||||||
| Major Service Lines | |||||||||||||||||||||||
Transportation and logistics services(1) | $ | 3,585,481 | $ | 1,450,794 | $ | 204,173 | $ | 5,240,448 | |||||||||||||||
Sourcing(2) | — | — | 292,278 | 292,278 | |||||||||||||||||||
| Total | $ | 3,585,481 | $ | 1,450,794 | $ | 496,451 | $ | 5,532,726 | |||||||||||||||
| Six Months Ended June 30, 2022 | |||||||||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Total | ||||||||||||||||||||
| Major Service Lines | |||||||||||||||||||||||
Transportation and logistics services(1) | $ | 8,261,935 | $ | 4,287,587 | $ | 444,471 | $ | 12,993,993 | |||||||||||||||
Sourcing(2) | — | — | 620,435 | 620,435 | |||||||||||||||||||
| Total | $ | 8,261,935 | $ | 4,287,587 | $ | 1,064,906 | $ | 13,614,428 | |||||||||||||||
| Six Months Ended June 30, 2021 | |||||||||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Total | ||||||||||||||||||||
| Major Service Lines | |||||||||||||||||||||||
Transportation and logistics services(1) | $ | 6,796,904 | $ | 2,606,833 | $ | 396,938 | $ | 9,800,675 | |||||||||||||||
Sourcing(2) | — | — | 535,920 | 535,920 | |||||||||||||||||||
| Total | $ | 6,796,904 | $ | 2,606,833 | $ | 932,858 | $ | 10,336,595 | |||||||||||||||
____________________________________________
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.
We typically do not receive consideration and amounts are not due from our customer prior to the completion of our performance obligation and as such contract liabilities, as of June 30, 2022, and revenue recognized in the three and six months ended June 30, 2022 and 2021 resulting from contract liabilities, were not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon shipments in-transit at period end and the timing of customer invoicing.
NOTE 11. LEASES
We determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space, warehouses, office equipment, trailers, and a small number of intermodal containers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. These contracts typically have a term of 12 months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are not considered leases.
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Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease, while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized on the commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance and parking charges. Right-of-use lease assets are also recognized on the commencement date as the total lease liability plus prepaid rents. As our leases typically do not provide an implicit rate, we use our fully collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is influenced by market interest rates, our credit rating, and lease term and as such, may differ for individual leases.
Our lease agreements typically do not contain variable lease payments, residual value guarantees, purchase options, or restrictive covenants. Many of our leases include the option to renew for a period of months to several years. The term of our leases may include the option to renew when it is reasonably certain that we will exercise that option although these occurrences are seldom. We have lease agreements with lease components (e.g., payments for rent) and non-lease components (e.g., payments for common area maintenance and parking), which are all accounted for as a single lease component.
We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of June 30, 2022.
Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of June 30, 2022, and for the three and six months ended June 30, 2022 and 2021, is as follows (dollars in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| Lease Costs | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Operating lease expense | $ | 23,082 | $ | 21,459 | $ | 44,727 | $ | 43,021 | |||||||||||||||
| Short-term lease expense | 1,137 | 1,462 | 3,597 | 3,063 | |||||||||||||||||||
| Total lease expense | $ | 24,219 | $ | 22,921 | $ | 48,324 | $ | 46,084 | |||||||||||||||
| Six Months Ended June 30, | |||||||||||
| Other Lease Information | 2022 | 2021 | |||||||||
| Operating cash flows from operating leases | $ | 43,937 | $ | 42,495 | |||||||
| Right-of-use lease assets obtained in exchange for new lease liabilities | 87,554 | 18,299 | |||||||||
| Lease Term and Discount Rate | As of June 30, 2022 | ||||
Weighted average remaining lease term (in years)(1) | 6.5 | ||||
| Weighted average discount rate | 3.0 | % | |||
____________________________________________
(1) The weighted average remaining lease term is significantly impacted by a 15-year lease related to office space in Chicago, IL, which commenced in 2018. Excluding this lease, the weighted average remaining lease term of our agreements is 5.1 years.
The maturities of lease liabilities as of June 30, 2022, were as follows (in thousands):
| Maturity of Lease Liabilities | Operating Leases | |||||||
| Remaining 2022 | $ | 38,669 | ||||||
| 2023 | 84,653 | |||||||
| 2024 | 63,944 | |||||||
| 2025 | 47,866 | |||||||
| 2026 | 38,314 | |||||||
| Thereafter | 121,832 | |||||||
| Total lease payments | 395,278 | |||||||
| Less: Interest | (41,273) | |||||||
| Present value of lease liabilities | $ | 354,005 | ||||||
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NOTE 12. ALLOWANCE FOR CREDIT LOSSES
Our allowance for credit losses is computed using a number of factors including our past credit loss experience, the aging of amounts due from our customers, our customers' credit ratings, in addition to other customer-specific factors. We have also considered recent trends and developments related to the current macroeconomic environment in determining our ending allowance for credit losses for both accounts receivable and contract assets. The allowance for credit losses on contract assets was not significant.
A rollforward of our allowance for credit losses on our accounts receivable balance is presented below for the six months ended June 30, 2022 (in thousands):
| Balance, December 31, 2021 | $ | 41,542 | |||
| Provision | (2,411) | ||||
| Write-offs | (1,613) | ||||
| Balance, June 30, 2022 | $ | 37,518 | |||
Recoveries of amounts previously written off were not significant for the three and six months ended June 30, 2022.
NOTE 13. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss is included in Stockholders' investment on our condensed consolidated balance sheets. The recorded balance on June 30, 2022 and December 31, 2021, was $87.9 million and $61.1 million, respectively. The recorded balance on June 30, 2022 and December 31, 2021 is comprised solely of foreign currency adjustments, including foreign currency translation.
Other comprehensive loss was $33.6 million compared to other comprehensive loss of $0.2 million for the three months ended June 30, 2022 and 2021, respectively. Both periods were driven primarily by fluctuations in the Singapore Dollar, the Australian Dollar, and the Yuan.
Other comprehensive loss was $26.7 million compared to other comprehensive loss of $7.4 million for the six months ended June 30, 2022 and 2021, respectively. Other comprehensive income and loss consisted of foreign currency adjustments, including foreign currency translation, for the three and six months ended June 30, 2022 and 2021. Both periods were driven primarily by fluctuations in the Singapore Dollar, Yuan, and the Australian Dollar.
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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 that, 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 or dispositions, 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, but are not limited to, changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with significant disruptions in the transportation industry; changes in relationships with existing contracted truck, rail, ocean, and air carriers; changes in our customer base due to possible consolidation among our customers; risks with reliance on technology to operate our business; cyber-security related risks; risks associated with operations outside of the United States; our ability to identify or complete suitable acquisitions; our ability to successfully integrate the operations of acquired companies with our historic operations; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations; our ability to hire and retain a sufficient number of qualified personnel; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of war on the economy; changes to our capital structure; changes due to catastrophic events including pandemics such as COVID-19, and other risks and uncertainties, detailed in our Annual and Quarterly Reports. Therefore, actual results may differ materially from our expectations based on these and other risks and uncertainties, including those described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on February 23, 2022 as well as the updates to these risk factors included in Part II—“Item 1A, Risk Factors,” herein.
Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update such statement to reflect events or circumstances arising after such date.
OVERVIEW
C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the world's largest logistics platforms. Our mission is to improve the world's supply chains through our people, processes, and technology by delivering exceptional value to our customers and suppliers. We provide freight transportation services and logistics solutions to companies of all sizes in a wide variety of industries. We operate through a network of offices in North America, Europe, Asia, Oceania, and South America. We offer a global suite of services using tailored, market-leading solutions built by and for supply chain experts. Our global network of supply chain experts work with our customers to drive better supply chain outcomes by leveraging our experience, data, digital solutions, and scale.
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Our adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. Adjusted gross profit margin is calculated as adjusted gross profit divided by total revenues. We believe adjusted gross profit and adjusted gross profit margin are useful measures of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profit to be a primary performance measurement. Accordingly, the discussion of our results of operations often focuses on the changes in our adjusted gross profit and adjusted gross profit margin. The reconciliation of gross profit to adjusted gross profit and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transportation | $ | 6,465,642 | $ | 5,240,448 | $ | 12,993,993 | $ | 9,800,675 | |||||||||||||||||||||||||||
| Sourcing | 332,833 | 292,278 | 620,435 | 535,920 | |||||||||||||||||||||||||||||||
| Total revenues | 6,798,475 | 5,532,726 | 13,614,428 | 10,336,595 | |||||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation and related services | 5,466,874 | 4,519,305 | 11,117,098 | 8,400,590 | |||||||||||||||||||||||||||||||
| Purchased products sourced for resale | 299,988 | 264,245 | 559,521 | 484,449 | |||||||||||||||||||||||||||||||
| Direct internally developed software amortization | 6,640 | 4,802 | 12,374 | 9,449 | |||||||||||||||||||||||||||||||
| Total direct costs | 5,773,502 | 4,788,352 | 11,688,993 | 8,894,488 | |||||||||||||||||||||||||||||||
| Gross profit / Gross profit margin | 1,024,973 | 15.1 | % | 744,374 | 13.5 | % | 1,925,435 | 14.1 | % | 1,442,107 | 14.0 | % | |||||||||||||||||||||||
| Plus: Direct internally developed software amortization | 6,640 | 4,802 | 12,374 | 9,449 | |||||||||||||||||||||||||||||||
| Adjusted gross profit / Adjusted gross profit margin | $ | 1,031,613 | 15.2 | % | $ | 749,176 | 13.5 | % | $ | 1,937,809 | 14.2 | % | $ | 1,451,556 | 14.0 | % | |||||||||||||||||||
Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. We believe adjusted operating margin is a useful measure of our profitability in comparison to our adjusted gross profit, which we consider a primary performance metric as discussed above. The reconciliation of operating margin to adjusted operating margin is presented below (dollars in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Total revenues | $ | 6,798,475 | $ | 5,532,726 | $ | 13,614,428 | $ | 10,336,595 | |||||||||||||||
| Operating income | 469,665 | 260,604 | 815,139 | 483,933 | |||||||||||||||||||
| Operating margin | 6.9 | % | 4.7 | % | 6.0 | % | 4.7 | % | |||||||||||||||
| Adjusted gross profit | $ | 1,031,613 | $ | 749,176 | $ | 1,937,809 | $ | 1,451,556 | |||||||||||||||
| Operating income | 469,665 | 260,604 | 815,139 | 483,933 | |||||||||||||||||||
| Adjusted operating margin | 45.5 | % | 34.8 | % | 42.1 | % | 33.3 | % | |||||||||||||||
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MARKET TRENDS
The cost of purchased transportation in the North American surface transportation market remains elevated compared to pre-pandemic levels and compared to the prior year but it began to decline within the second quarter of 2022. The decline of purchased transportation is the result of an increasingly balanced freight market compared to the tight capacity market conditions seen in recent periods. In the second quarter of 2022, moderating consumer demand and carrier capacity entering the market has better aligned the overall demand with available carrier capacity. Industry freight volumes, as measured by the Cass Freight Index, decreased 2 percent during the second quarter of 2022 compared to the second quarter of 2021. One of the metrics we use to measure market conditions is the truckload routing guide depth from our Managed Services business. Routing guide depth represents the number of carriers contacted prior to acceptance when procuring a transportation provider. The average routing guide depth of tender in the second quarter of 2022 declined to 1.4, representing that on average, the first carrier in a shipper's routing guide was executing the shipment in most cases. This average routing guide penetration is reflective of a more balanced freight market compared to the 1.7 average routing guide depth in both the first quarter of 2022 and the second quarter of 2021.
The global forwarding market also began to show signs of softening as shippers continue to work through elevated inventory levels and cautiously approach the upcoming peak season due to macroeconomic uncertainty and declining import demand in the United States. The cost of purchased transportation remains elevated compared to pre-pandemic levels and compared to the prior year but it began to decline within the second quarter of 2022 as global demand declined to better align with the industry’s overall capacity. Despite increasing activity from the ports in China reopening from their pandemic related shutdowns, the port congestion on the United States West Coast has improved due to moderating demand and the continued diversion of freight to ports in the Southern and Eastern United States. Shippers continue to divert freight away from the United States West Coast to mitigate risk from a potential dockworker labor dispute. Despite port congestion improving during the second quarter of 2022 on the United States West Coast there is evidence of it edging back up again in addition to increased congestion on the United States East Coast due to a higher percentage of freight being routed to their ports. Air freight conversions back to ocean freight have continued with more shippers seeking lower supply chain costs by tolerating the longer duration of ocean freight transit. Air freight capacity has improved in certain trade lanes due to increased belly capacity as commercial flights become more frequent after being significantly reduced during the COVID-19 pandemic.
BUSINESS TRENDS
Our second quarter of 2022 surface transportation results benefited from the softening market conditions, as periods where the cost of purchased transportation begins to decline often result in improved adjusted gross profits per transaction in our portfolio. Industry freight volumes as measured by the Cass Freight Index decreased 2 percent in the second quarter of 2022 compared to the second quarter of 2021. Our combined NAST truckload and less than truckload (“LTL”) volume decreased 2.5 percent during the second quarter of 2022. As a result of the softening market conditions, our contractual rates negotiated in prior quarters contributed to an increase in our adjusted gross profit per shipment and significantly reduced the percentage of shipments with negative adjusted gross profit margins. Our average truckload linehaul cost per mile, excluding fuel costs, decreased 5.0 percent during the second quarter of 2022. Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, increased approximately 1.5 percent during the second quarter of 2022 due to our contractual rates negotiated in prior quarters.
In our global forwarding business, we continued to experience elevated purchased transportation costs for ocean freight, which resulted in growth in both total revenue and cost of purchased transportation compared to the second quarter of 2021. The cost of purchased transportation began to moderate within the second quarter of 2022 as softening demand better aligned with the industry’s overall capacity. This change in market dynamics was most evident on the Transpacific trade lane where we experienced a decline in Asia Pacific ocean volumes in the second quarter of 2022 compared to the second quarter of 2021. Despite this decline, our total ocean volumes increased 2.5 percent due to strong growth in other regions where we operate. Air freight tonnage decreased 6.0 percent as we experienced more customers willing to accept longer transit times by converting their freight to the increasingly balanced ocean freight market.
On June 3, 2021, we acquired Combinex Holding B.V. (“Combinex”) to further expand our European road transportation presence. Our consolidated results include the results of Combinex as of June 3, 2021.
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SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS
The following summarizes select second quarter 2022 year-over-year operating comparisons to the second quarter 2021:
•Total revenues increased 22.9 percent to $6.8 billion, driven primarily by higher pricing across most of our services and higher truckload and ocean volume.
•Gross profits and adjusted gross profits increased 37.7 percent to $1.0 billion, primarily driven by higher adjusted gross profit per transaction across most of our services and higher truckload and ocean volume.
•Personnel expenses increased 22.6 percent to $444.8 million, primarily due to higher headcount and higher incentive compensation costs. Average headcount increased 16.2 percent.
•Other selling, general, and administrative (“SG&A”) expenses decreased 6.8 percent to $117.2 million, and included a $25.3 million gain on the sale-leaseback of a facility in Kansas City. This was partially offset by higher purchased and contracted services and increased travel expenses.
•Income from operations totaled $469.7 million, up 80.2 percent due to the increase in adjusted gross profits, partially offset by the increase in operating expenses.
•Adjusted operating margin of 45.5 percent increased 1,070 basis points.
•Interest and other income/expenses totaled $27.4 million, consisting primarily of $17.0 million of interest expense, which increased $4.3 million versus last year due to a higher average debt balance, and $10.3 million of foreign currency revaluation and realized foreign currency gains and losses, which increased $8.4 million versus last year due primarily to a strengthening of the U.S. Dollar versus the Euro and Yuan.
•The effective tax rate in the quarter was 21.3 percent compared to 21.6 percent in the second quarter last year.
•Net income totaled $348.2 million, up 79.7% from a year ago.
•Diluted earnings per share (EPS) increased 85.4 percent to $2.67.
•Cash flow from operations improved $158.7 million in the six months ended June 30, 2022 driven by the increase in net income, partially offset by a small unfavorable change in working capital.
22
CONSOLIDATED RESULTS OF OPERATIONS
The following table summarizes our results of operations (dollars in thousands, except per share data):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | % change | 2022 | 2021 | % change | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transportation | $ | 6,465,642 | $ | 5,240,448 | 23.4 | % | $ | 12,993,993 | $ | 9,800,675 | 32.6 | % | |||||||||||||||||||||||
| Sourcing | 332,833 | 292,278 | 13.9 | % | 620,435 | 535,920 | 15.8 | % | |||||||||||||||||||||||||||
| Total revenues | 6,798,475 | 5,532,726 | 22.9 | % | 13,614,428 | 10,336,595 | 31.7 | % | |||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation and related services | 5,466,874 | 4,519,305 | 21.0 | % | 11,117,098 | 8,400,590 | 32.3 | % | |||||||||||||||||||||||||||
| Purchased products sourced for resale | 299,988 | 264,245 | 13.5 | % | 559,521 | 484,449 | 15.5 | % | |||||||||||||||||||||||||||
| Personnel expenses | 444,764 | 362,901 | 22.6 | % | 858,125 | 723,736 | 18.6 | % | |||||||||||||||||||||||||||
| Other selling, general, and administrative expenses | 117,184 | 125,671 | (6.8) | % | 264,545 | 243,887 | 8.5 | % | |||||||||||||||||||||||||||
| Total costs and expenses | 6,328,810 | 5,272,122 | 20.0 | % | 12,799,289 | 9,852,662 | 29.9 | % | |||||||||||||||||||||||||||
| Income from operations | 469,665 | 260,604 | 80.2 | % | 815,139 | 483,933 | 68.4 | % | |||||||||||||||||||||||||||
| Interest and other income/expense, net | (27,395) | (13,497) | 103.0 | % | (41,569) | (24,757) | 67.9 | % | |||||||||||||||||||||||||||
| Income before provision for income taxes | 442,270 | 247,107 | 79.0 | % | 773,570 | 459,176 | 68.5 | % | |||||||||||||||||||||||||||
| Provision for income taxes | 94,085 | 53,318 | 76.5 | % | 155,037 | 92,082 | 68.4 | % | |||||||||||||||||||||||||||
| Net income | $ | 348,185 | $ | 193,789 | 79.7 | % | $ | 618,533 | $ | 367,094 | 68.5 | % | |||||||||||||||||||||||
| Diluted net income per share | $ | 2.67 | $ | 1.44 | 85.4 | % | $ | 4.71 | $ | 2.71 | 73.8 | % | |||||||||||||||||||||||
| Average headcount | 17,893 | 15,405 | 16.2 | % | 17,554 | 15,233 | 15.2 | % | |||||||||||||||||||||||||||
Adjusted gross profit margin percentage(1) | |||||||||||||||||||||||||||||||||||
| Transportation | 15.4 | % | 13.8 | % | 160 bps | 14.4 | % | 14.3 | % | 10 bps | |||||||||||||||||||||||||
| Sourcing | 9.9 | % | 9.6 | % | 30 bps | 9.8 | % | 9.6 | % | 20 bps | |||||||||||||||||||||||||
| Total adjusted gross profit margin | 15.2 | % | 13.5 | % | 170 bps | 14.2 | % | 14.0 | % | 20 bps | |||||||||||||||||||||||||
________________________________
(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
A reconciliation of our reportable segments to our consolidated results can be found in Note 9, Segment Reporting, in Part I, Financial Information of this Quarterly Report on Form 10-Q.
Consolidated Results of Operations—Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021
Total revenues and direct costs. Total transportation revenues and purchased transportation and related services increased primarily due to higher pricing across most of our services, most notably in ocean, truckload, and LTL services, in addition to increased volumes in truckload and ocean services. While prices remain elevated compared to pre-pandemic levels and compared to the prior year due to driver availability challenges and supply chain disruptions, including port congestion and equipment shortages, prices began to decline within the second quarter of 2022. The decline in pricing within the second quarter of 2022 is the result of softening market conditions as demand has better aligned with capacity available in the market as shippers work through elevated inventory levels, and cautiously approach macroeconomic uncertainty and moderating consumer demand. Our sourcing total revenue and purchased products sourced for resale increased as a result of higher cost and pricing per case and increased case volume across all customer verticals.
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Gross profits and adjusted gross profits. Our transportation adjusted gross profits increased due to elevated pricing compared to the prior year across most of our services, most notably in truckload, ocean, and LTL services, resulting in higher adjusted gross profits per transaction. Our surface transportation adjusted gross profit per transaction increased significantly driven by the declining cost of purchased transportation within the second quarter of 2022 relative to our contractual rates negotiated in prior quarters which significantly reduced the percentage of shipments with negative adjusted gross profit margins. Sourcing adjusted gross profits increased driven by an increase in case volume and higher adjusted gross profits per case across all customer verticals.
Operating expenses. Personnel expenses increased primarily due to an increase in salaries and incentive compensation driven by an increase in average headcount. SG&A expenses decreased due to a $23.5 million gain on the sale-leaseback of a facility in Kansas City and lower credit losses. This was partially offset by higher purchased and contracted services and increased travel expenses.
Interest and other income/expense. Interest and other income/expense primarily consisted of interest expense of $17.0 million in the second quarter of 2022 and a $10.3 million unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses primarily due to a strengthening of the U.S. Dollar versus the Euro and Yuan. Interest expense increased driven by a higher average debt balance in the second quarter of 2022 compared to the second quarter of 2021. The second quarter of 2021 included a $1.9 million unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses.
Provision for income taxes. Our effective income tax rate was 21.3 percent for the second quarter of 2022 compared to 21.6 percent for the second quarter of 2021. The effective income tax rate for the second quarter of 2022 was higher than the statutory federal income tax rate primarily due to state income taxes, net of federal benefit, which increased the effective income tax rate by 2.0 percentage points. This impact was partially offset by the tax impact of foreign tax credits, which reduced the effective tax rate by 1.4 percentage points. The effective income tax rate for the second quarter of 2021 was higher than the statutory federal income tax rate primarily due to state income taxes, net of federal benefit, and foreign income taxes which both increased our effective tax rate by 2.0 percentage points. These impacts on the effective income tax rate were partially offset by the tax impact of foreign tax credits, which reduced the effective tax rate by 1.2 percentage points.
Consolidated Results of Operations—Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021
Total revenues and direct costs. Total transportation revenues and purchased transportation and related services increased driven by higher pricing in all of our service lines, most notably in ocean and truckload services. Volumes also increased in ocean and truckload services. Purchased transportation and related service costs remain elevated compared to pre-pandemic levels and compared to the prior year as supply chain disruptions continue to impact both the surface transportation and global forwarding markets. While supply chain disruptions continue to drive higher costs and pricing in the period we did see evidence that the market may be softening as demand has better aligned with available capacity within the second quarter of 2022. Our sourcing total revenue and purchased products sourced for resale increased as a result of higher cost and pricing per case and increased case volume across all customer verticals.
Gross profits and adjusted gross profits. Our transportation adjusted gross profits increased due to increased pricing compared to the prior year across most of our services, most notably in truckload, ocean and LTL services resulting in higher adjusted gross profits per transaction. Our surface transportation adjusted gross profit per transaction also benefited from the declining cost of purchased transportation within the second quarter of 2022 relative to our contractual rates negotiated in prior quarters which significantly reduced the percentage of shipments with negative adjusted gross profit margins. Sourcing adjusted gross profits increased driven by an increase in case volume and higher adjusted gross profits per case across all customer verticals.
Operating expenses. Personnel expenses increased primarily due to an increase in salaries and incentive compensation driven by an increase in average headcount. SG&A expenses increased primarily due to increases in purchased and contracted services, travel, and warehouse expenses, partially offset by a $23.5 million gain on the sale-leaseback of a facility in Kansas City.
Interest and other income/expense. Interest and other income/expense primarily consisted of interest expense of $31.5 million and an $11.8 million unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses in the six months ended June 30, 2022 primarily due to a strengthening of the U.S. Dollar versus the Euro and Yuan. Interest expense increased driven by a higher average debt balance compared to the six months ended June 30, 2021. The six months ended June 30, 2021 included a $4.8 million unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses that was partially offset by a $2.9 million local government subsidy in Asia for achieving specified performance criteria that was almost entirely offset by a reduction in foreign tax credits within the provision for income taxes.
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Provision for income taxes. Our effective income tax rate was 20.0 percent for the six months ended June 30, 2022 and 20.1 percent for the six months ended June 30, 2021. The effective income tax rate for the six months ended June 30, 2022 was lower than the statutory federal income tax rate primarily due to the tax impact of foreign tax credits, U.S. tax credits and incentives, and the tax impact of share-based payment awards, which reduced the effective tax rate by 1.1 percentage points, 1.0 percentage points, and 0.9 percentage points, respectively. These impacts were partially offset by state income tax expense, net of federal benefit, which increased the effective income tax rate by 1.7 percentage points. The effective income tax rate for the six months ended June 30, 2021 was lower than the statutory federal income tax rate primarily due to the tax impact of share-based payment awards, U.S. tax credits and incentives, and the tax impact of foreign tax credits, which reduced the effective tax rate by 1.5 percentage points, 0.9 percentage points, and 0.5 percentage points, respectively. These impacts were partially offset by state income tax expense, net of federal benefit, which increased the effective income tax rate by 2.1 percentage points.
NAST Segment Results of Operations
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2022 | 2021 | % change | 2022 | 2021 | % change | |||||||||||||||||||||||||||||
| Total revenues | $ | 4,147,046 | $ | 3,585,481 | 15.7 | % | $ | 8,261,935 | $ | 6,796,904 | 21.6 | % | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation and related services | 3,522,495 | 3,148,885 | 11.9 | % | 7,131,284 | 5,939,200 | 20.1 | % | |||||||||||||||||||||||||||
| Personnel expenses | 225,210 | 185,253 | 21.6 | % | 426,012 | 369,182 | 15.4 | % | |||||||||||||||||||||||||||
| Other selling, general, and administrative expenses | 122,842 | 100,251 | 22.5 | % | 245,786 | 200,646 | 22.5 | % | |||||||||||||||||||||||||||
| Total costs and expenses | 3,870,547 | 3,434,389 | 12.7 | % | 7,803,082 | 6,509,028 | 19.9 | % | |||||||||||||||||||||||||||
| Income from operations | $ | 276,499 | $ | 151,092 | 83.0 | % | $ | 458,853 | $ | 287,876 | 59.4 | % | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | % change | 2022 | 2021 | % change | ||||||||||||||||||||||||||||||
| Average headcount | 7,552 | 6,580 | 14.8 | % | 7,442 | 6,578 | 13.1 | % | |||||||||||||||||||||||||||
| Service line volume statistics | |||||||||||||||||||||||||||||||||||
| Truckload | 2.0 | % | 3.0 | % | |||||||||||||||||||||||||||||||
| LTL | (5.0) | % | (3.0) | % | |||||||||||||||||||||||||||||||
Adjusted gross profits(1) | |||||||||||||||||||||||||||||||||||
| Truckload | $ | 432,048 | $ | 286,574 | 50.8 | % | $ | 766,958 | $ | 566,878 | 35.3 | % | |||||||||||||||||||||||
| LTL | 166,868 | 128,155 | 30.2 | % | 317,610 | 248,272 | 27.9 | % | |||||||||||||||||||||||||||
| Other | 25,635 | 21,867 | 17.2 | % | 46,083 | 42,554 | 8.3 | % | |||||||||||||||||||||||||||
| Total adjusted gross profits | $ | 624,551 | $ | 436,596 | 43.1 | % | $ | 1,130,651 | $ | 857,704 | 31.8 | % | |||||||||||||||||||||||
________________________________
(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
Three Months Ended June 30, 2022 compared to the Three Months Ended June 30, 2021
Total revenues and direct costs. NAST total revenues and purchased transportation and related services increased primarily due to higher pricing in truckload and LTL services, in addition to higher truckload volumes. These increases were partially offset by a decline in LTL volumes. While prices remain elevated compared to pre-pandemic levels and compared to the prior year due to driver availability challenges and supply chain disruptions, including port congestion and equipment shortages, they began to decline within the second quarter of 2022. The decline in pricing within the second quarter of 2022 is the result of softening market conditions as demand has better aligned with capacity available in the market.
25
Gross profits and adjusted gross profits. NAST adjusted gross profits increased due to increased pricing compared to the prior year in truckload and LTL services resulting in higher adjusted gross profits per transaction in addition to higher truckload volumes. These increases were partially offset by a decline in LTL volumes. Our NAST adjusted gross profit per transaction increased significantly driven by the declining costs of purchased transportation within the second quarter of 2022 relative to our contractual rates negotiated in prior quarters which significantly reduced the percentage of shipments with negative adjusted gross profit margins. Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, increased approximately 1.5 percent in the second quarter of 2022 compared to the second quarter of 2021. Our truckload transportation costs, excluding fuel surcharges, decreased approximately 5.0 percent.
NAST other adjusted gross profits increased primarily driven by an increase in warehousing services and an increase in intermodal adjusted gross profits.
Operating expenses. NAST personnel expenses increased primarily due to an increase in salaries and incentive compensation driven by an increase in average headcount. NAST SG&A expenses increased due to increased investments in technology, increased expenditures for purchased services including temporary labor, and increased warehouse expense. The operating expenses of NAST and all other segments include allocated corporate expenses. Allocated personnel expenses consist primarily of stock-based compensation allocated based upon segment participation levels in our equity plans. Remaining corporate allocations, including corporate functions and technology related expenses, are primarily included within each segment’s other SG&A, and allocated based upon relevant segment operating metrics.
Six Months Ended June 30, 2022 compared to the Six Months Ended June 30, 2021
Total revenues and direct costs. NAST total revenues and purchased transportation and related services increased due to higher pricing in truckload and in LTL services, in addition to volume increases in truckload services. Truckload pricing reached historic levels during the first quarter of 2022 due to tight carrier capacity caused by driver availability challenges and the supply chain disruptions facing the industry, however, prices started to decline within the second quarter of 2022. The costs of purchased transportation also started to decline driven by moderating demand and capacity entering the market but remain elevated compared to the prior year.
Gross profits and adjusted gross profits. NAST adjusted gross profits increased due primarily to increased pricing resulting in higher adjusted gross profits per transaction, in addition to an increase in volume. The increased adjusted gross profit per transaction was the result of the softening market conditions resulting in moderating costs for purchased transportation relative to our contractual rates negotiated in prior quarters. This significant reduced the percentage of shipments with negative adjusted gross profit margins. Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, increased approximately 10.5 percent. Our truckload transportation costs, excluding fuel surcharges, increased approximately 7.5 percent.
NAST other adjusted gross profits increased driven by an increase in warehousing services.
Operating expenses. NAST personnel expense increased primarily due to an increase in salaries and incentive compensation driven by an increase in average headcount. NAST SG&A expenses increased due to increased investments in technology, increased expenditures for purchased services including temporary labor, increased warehouse expense, and a non-recurring legal expense.
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Global Forwarding Segment Results of Operations
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2022 | 2021 | % change | 2022 | 2021 | % change | |||||||||||||||||||||||||||||
| Total revenues | $ | 2,093,190 | $ | 1,450,794 | 44.3 | % | $ | 4,287,587 | $ | 2,606,833 | 64.5 | % | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation and related services | 1,768,747 | 1,212,040 | 45.9 | % | 3,641,296 | 2,153,779 | 69.1 | % | |||||||||||||||||||||||||||
| Personnel expenses | 106,096 | 82,936 | 27.9 | % | 207,372 | 163,945 | 26.5 | % | |||||||||||||||||||||||||||
| Other selling, general, and administrative expenses | 50,790 | 47,606 | 6.7 | % | 103,724 | 90,308 | 14.9 | % | |||||||||||||||||||||||||||
| Total costs and expenses | 1,925,633 | 1,342,582 | 43.4 | % | 3,952,392 | 2,408,032 | 64.1 | % | |||||||||||||||||||||||||||
| Income from operations | $ | 167,557 | $ | 108,212 | 54.8 | % | $ | 335,195 | $ | 198,801 | 68.6 | % | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | % change | 2022 | 2021 | % change | ||||||||||||||||||||||||||||||
| Average headcount | 5,759 | 4,909 | 17.3 | % | 5,690 | 4,832 | 17.8 | % | |||||||||||||||||||||||||||
| Service line volume statistics | |||||||||||||||||||||||||||||||||||
| Ocean | 2.5 | % | 4.5 | % | |||||||||||||||||||||||||||||||
| Air | (6.0) | % | 1.5 | % | |||||||||||||||||||||||||||||||
| Customs | 10.5 | % | 8.0 | % | |||||||||||||||||||||||||||||||
Adjusted gross profits(1) | |||||||||||||||||||||||||||||||||||
| Ocean | $ | 228,093 | $ | 150,916 | 51.1 | % | $ | 449,494 | $ | 286,312 | 57.0 | % | |||||||||||||||||||||||
| Air | 56,112 | 52,179 | 7.5 | % | 116,679 | 97,426 | 19.8 | % | |||||||||||||||||||||||||||
| Customs | 27,820 | 25,512 | 9.0 | % | 55,315 | 49,735 | 11.2 | % | |||||||||||||||||||||||||||
| Other | 12,418 | 10,147 | 22.4 | % | 24,803 | 19,581 | 26.7 | % | |||||||||||||||||||||||||||
| Total adjusted gross profits | $ | 324,443 | $ | 238,754 | 35.9 | % | $ | 646,291 | $ | 453,054 | 42.7 | % | |||||||||||||||||||||||
________________________________
(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
Three Months Ended June 30, 2022 compared to the Three Months Ended June 30, 2021
Total revenues and direct costs. Global forwarding total revenues and purchased transportation and related services increased due to higher pricing and higher volumes in our ocean services. The cost of purchased transportation and pricing continues to be elevated compared to pre-pandemic levels and compared to the prior year driven by the continued supply chain disruptions impacting the global forwarding market. The market did begin to show signs of softening which resulted in prices beginning to moderate within the second quarter of 2022, most notably on the Transpacific trade lane as we experienced a decline in Asia Pacific ocean volumes. Despite this decline, our total ocean volumes increased due to strong growth in other regions where we operate. Air freight total revenues and purchased transportation and related services decreased driven by conversions back to ocean freight and the impact of increased air freight capacity on purchased transportation costs in certain trade lanes due to the increased frequency of commercial flights which were significantly reduced at the onset of the COVID-19 pandemic.
Gross profits and adjusted gross profits. Ocean freight transportation adjusted gross profits increased due to higher pricing resulting in increased adjusted gross profits per transaction, in addition to an increase in total volumes. Air freight adjusted gross profits increased due to an increase in adjusted gross profits per transaction driven by the declining cost of purchased transportation, partially offset by a decrease in volume. Customs adjusted gross profits increased due to an increase in transaction volume.
Operating expenses. Personnel expenses increased primarily due to an increase in salaries and incentive compensation driven by an increase in average headcount. SG&A expenses increased due to increased investments in technology and travel expenses, partially offset by favorable credit losses.
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Six Months Ended June 30, 2022 compared to the Six Months Ended June 30, 2021
Total revenues and direct costs. Total revenues and purchased transportation and related services increased driven by higher pricing and volumes in our ocean services and, to a lesser extent, higher pricing and volumes in our air freight services. The cost of purchased transportation and pricing continues to be elevated compared to pre-pandemic levels and compared to the prior year driven by the continued supply chain disruptions impacting the global forwarding market.
Gross profits and adjusted gross profits. Ocean and air freight transportation adjusted gross profits increased driven by higher pricing resulting in increased adjusted gross profits per transaction, in addition to increased volumes. Customs adjusted gross profits increased driven by an increase in transaction volumes.
Operating expenses. Personnel expenses increased primarily due to an increase in salaries and incentive compensation driven by an increase in average headcount. SG&A expenses increased due to increased investments in technology, increased purchased services including temporary labor, and travel expenses. These increases were partially offset by favorable credit losses.
All Other and Corporate Segment Results of Operations
All Other and Corporate includes our Robinson Fresh and Managed Services segment, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2022 | 2021 | % change | 2022 | 2021 | % change | |||||||||||||||||||||||||||||
| Total revenues | $ | 558,239 | $ | 496,451 | 12.4 | % | $ | 1,064,906 | $ | 932,858 | 14.2 | % | |||||||||||||||||||||||
| Income (loss) from operations | 25,609 | 1,300 | N/M | 21,091 | (2,744) | N/M | |||||||||||||||||||||||||||||
Adjusted gross profits(1) | |||||||||||||||||||||||||||||||||||
| Robinson Fresh | 34,981 | 29,940 | 16.8 | % | 65,486 | 54,888 | 19.3 | % | |||||||||||||||||||||||||||
| Managed Services | 27,618 | 26,234 | 5.3 | % | 55,700 | 51,790 | 7.5 | % | |||||||||||||||||||||||||||
| Other Surface Transportation | 20,020 | 17,652 | 13.4 | % | 39,681 | 34,120 | 16.3 | % | |||||||||||||||||||||||||||
| Total adjusted gross profits | $ | 82,619 | $ | 73,826 | 11.9 | % | $ | 160,867 | $ | 140,798 | 14.3 | % | |||||||||||||||||||||||
________________________________
(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
Three Months Ended June 30, 2022 compared to the Three Months Ended June 30, 2021
Total revenues and direct costs. Robinson Fresh total revenues increased due to higher pricing per case and increased case volume across all customer verticals. In addition, total revenues in Other Surface Transportation increased due to higher Europe truckload pricing.
Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased driven by an increase in case volume and higher adjusted gross profits per case across all customer verticals. Managed Services adjusted gross profits increased due to an increase in freight under management, which was driven by growth in business with both new and existing customers. Other Surface Transportation adjusted gross profits increased due to increased Europe truckload adjusted gross profits per transaction.
Six Months Ended June 30, 2022 compared to the Six Months Ended June 30, 2021
Total revenues and direct costs. Robinson Fresh total revenues increased driven by higher pricing per case and increased case volume across all customer verticals. In addition, total revenues in Other Surface Transportation increased due to higher to higher Europe truckload pricing and an increase in Europe truckload volumes.
Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased driven by an increase in case volume and higher adjusted gross profits per case across all customer verticals. Managed Services adjusted gross profits increased due to an increase in freight under management, which was driven by growth in business with both new and existing customers. Other Surface Transportation adjusted gross profits increased due to increased Europe truckload adjusted gross profits per transaction and an increase in Europe truckload volumes.
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LIQUIDITY AND CAPITAL RESOURCES
We have historically generated substantial cash from operations, which has enabled us to fund our organic growth while paying cash dividends and repurchasing stock. In addition, we maintain the following debt facilities as described in Note 4, Financing Arrangements (in thousands):
| Description | Carrying Value as of June 30, 2022 | Borrowing Capacity | Maturity | |||||||||||||||||
| Revolving credit facility | $ | 174,000 | $ | 1,000,000 | October 2023 | |||||||||||||||
| 364-day revolving credit facility | 500,000 | 500,000 | May 2023 | |||||||||||||||||
| Senior Notes, Series A | 175,000 | 175,000 | August 2023 | |||||||||||||||||
| Senior Notes, Series B | 150,000 | 150,000 | August 2028 | |||||||||||||||||
| Senior Notes, Series C | 175,000 | 175,000 | August 2033 | |||||||||||||||||
Receivables securitization facility (1) | 499,448 | 500,000 | November 2023 | |||||||||||||||||
Senior Notes (1) | 594,607 | 600,000 | April 2028 | |||||||||||||||||
| Total debt | $ | 2,268,055 | $ | 3,100,000 | ||||||||||||||||
______________________________________________
(1) Net of unamortized discounts and issuance costs.
We expect to use our current debt facilities and potentially other indebtedness incurred in the future to assist us in continuing to fund working capital, capital expenditures, possible acquisitions, dividends, and share repurchases.
Cash and cash equivalents totaled $238.9 million as of June 30, 2022 and $257.4 million as of December 31, 2021. Cash and cash equivalents held outside the United States totaled $204.4 million as of June 30, 2022 and $217.1 million as of December 31, 2021.
We prioritize our investments to grow the business, as we require some working capital and a relatively small amount of capital expenditures to grow. We are continually looking for acquisitions, but those acquisitions must fit our culture and enhance our growth opportunities.
The following table summarizes our major sources and uses of cash and cash equivalents (dollars in thousands):
| Six Months Ended June 30, | |||||||||||||||||
| 2022 | 2021 | % change | |||||||||||||||
| Sources (uses) of cash: | |||||||||||||||||
| Cash provided by operating activities | $ | 251,329 | $ | 92,598 | 171.4 | % | |||||||||||
| Capital expenditures | (69,403) | (29,837) | |||||||||||||||
| Acquisitions, net of cash acquired | — | (14,749) | |||||||||||||||
| Other investing activities | 63,208 | — | |||||||||||||||
| Cash used for investing activities | (6,195) | (44,586) | (86.1) | % | |||||||||||||
| Repurchase of common stock | (490,699) | (262,904) | |||||||||||||||
| Cash dividends | (145,268) | (139,756) | |||||||||||||||
| Net borrowings on debt | 349,000 | 270,962 | |||||||||||||||
| Other financing activities | 29,790 | 13,591 | |||||||||||||||
| Cash used for financing activities | (257,177) | (118,107) | 117.7 | % | |||||||||||||
| Effect of exchange rates on cash and cash equivalents | (6,445) | (898) | |||||||||||||||
| Net change in cash and cash equivalents | $ | (18,488) | $ | (70,993) | |||||||||||||
Cash flow from operating activities. Cash provided by operating activities improved in the six months ended June 30, 2022 compared to the six months ended June 30, 2021 due to increased net income, partially offset by a small unfavorable change in working capital. We continue to closely monitor credit and collections activities and the quality of our accounts receivable balance to minimize risk as well as working with our customers to facilitate the movement of goods across their supply chains while also ensuring timely payment.
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Cash used for investing activities. Capital expenditures consisted primarily of investments in software, which are intended to increase employee productivity, automate interactions with our customers and contracted carriers, and improve our internal workflows to help expand our adjusted operating margins and grow the business.
During the second quarter, we sold an office building in Kansas City, Missouri, for a sales price of $55 million and recognized a gain of $23.5 million on the sale of the building in the three months ended June 30, 2022. We simultaneously entered into an agreement to lease the office building for 10 years.
Cash used for financing activities. Net borrowings on debt in the six months ended June 30, 2022 and June 30, 2021 were to fund working capital needs and share repurchases. The increase in cash used for share repurchases was due to an increase in the number of shares repurchased and a higher average price per share during the six months ended June 30, 2022. The number of shares we repurchase, if any, during future periods will vary based on our cash position, other potential uses of our cash, and market conditions. Over the long term, we remain committed to our quarterly dividend and share repurchases to enhance shareholder value. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. We may seek to retire or purchase our outstanding Senior Notes through open market cash purchases, privately negotiated transactions or otherwise.
We believe that, assuming no change in our current business plan, our available cash, together with expected future cash generated from operations, the amount available under our credit facilities, and credit available in the market, will be sufficient to satisfy our anticipated needs for working capital, capital expenditures, and cash dividends for at least the next 12 months and the foreseeable future. We also believe we could obtain funds under lines of credit or other forms of indebtedness on short notice, if needed.
As of June 30, 2022, we were in compliance with all of the covenants under the Credit Agreement, 364-day Credit Agreement, Note Purchase Agreement, Senior Notes, and Receivables Securitization.
Recently Issued Accounting Pronouncements
Refer to Note 1, Basis of Presentation, contained in this Quarterly Report and in the company's 2021 Annual Report on Form 10-K for a discussion of recently issued accounting pronouncements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Refer to the company's 2021 Annual Report on Form 10-K for a complete discussion regarding our critical accounting policies and estimates. As of June 30, 2022, there were no material changes to our critical accounting policies and estimates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to the company’s 2021 Annual Report on Form 10-K for a discussion on the company’s market risk. As of June 30, 2022, there were no material changes in market risk from those disclosed in the company’s 2021 Annual Report on Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2022. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2022.
(b) Changes in internal controls over financial reporting.
There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the three months ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors disclosed in Part I, “Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2021, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. As of June 30, 2022, there were no material changes to the risk factors set forth in the Company’s 2021 Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about company purchases of common stock during the quarter ended June 30, 2022:
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 of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs (2) | ||||||||||||||||||||
| April 1, 2022 - April 30, 2022 | 928,786 | $ | 102.78 | 920,000 | 19,123,945 | ||||||||||||||||||
| May 1, 2022 - May 31, 2022 | 1,074,372 | 106.47 | 1,015,000 | 18,108,945 | |||||||||||||||||||
| June 1, 2022 - June 30, 2022 | 1,278,544 | 103.60 | 1,277,624 | 16,831,321 | |||||||||||||||||||
| Second Quarter 2022 | 3,281,702 | $ | 104.31 | 3,212,624 | 16,831,321 | ||||||||||||||||||
________________________________
(1) The total number of shares purchased based on trade date includes: (i) 3,212,624 shares of common stock purchased under the authorization described below; and (ii) 69,078 shares of common stock surrendered to satisfy minimum statutory tax obligations under our stock incentive plans.
(2) In December 2021, the Board of Directors increased the number of shares authorized for repurchase by 20,000,000 shares. As of June 30, 2022, there were 16,831,321 shares remaining for future repurchases. Repurchases can be made in the open market or in privately negotiated transactions, including Rule 10b5-1 plans and accelerated repurchase programs.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
On July 27, 2022, the Talent and Compensation Committee (the “Committee”) of our Board of Directors approved the C.H. Robinson Executive Separation and Change in Control Plan (the “Executive Severance Plan”), to be effective as of July 27, 2022. The Executive Severance Plan is intended to provide severance benefits to our executives in the event of a qualifying involuntary termination of their employment under certain circumstances, including such a termination involving a change in control of the company.
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Certain of our executives, including all of our executive officers, are eligible to participate in the Executive Severance Plan. Executives who are parties to individual agreements providing for severance benefits are not eligible to participate in or receive benefits under the Executive Severance Plan. However, Messrs. Rajan and Zechmeister have agreed to waive the severance benefits provided under their employment agreements in order to be eligible for benefits under the Executive Severance Plan.
Under the Executive Severance Plan, following a termination by the company of an executive’s employment related to a reduction in staff, business reorganization, position elimination, closing of a business unit and other similar events, unless the executive’s employment is terminated for misconduct, failure to perform executive’s duties, actions which may harm the company, or any of the other reasons specified in the Executive Severance Plan (“cause”), an executive will be eligible to receive continuing base salary for 24 months (for the CEO), 18 months (for executive officers and presidents) or 12 months (for certain other vice presidents). A terminated employee will also be eligible to receive a lump-sum amount of the executive’s monthly COBRA premium payment multiplied by the same number of months as the continued base salary.
The Executive Severance Plan also provides that if an executive is terminated by the company for cause or by the executive for “good reason” (as defined in tour equity incentive plan) within 24 months after a “change in control” (as defined in our equity plan), the executive will be eligible to receive a lump sum payment equal to 2.5 (for the CEO), 2.0 (for executive officers and presidents) or 1.0 (for certain other vice presidents) times the executive’s (i) annual salary, (ii) annual target bonus, and (iii) annual cost of COBRA premiums. In addition, in connection with a termination following a change in control, all of an eligible executive’s outstanding equity awards will be fully vested (with performance awards vesting at the greater of actual or target performance levels). However, if the applicable equity incentive plan or the eligible executive’s outstanding equity award agreements provide more favorable terms than those provided by the Executive Severance Plan, the more favorable terms will apply. In addition, the Executive Severance Plan adopts a “net best benefit” approach with respect to addressing any potential parachute payments subject to Section 280G of the Internal Revenue Code.
To receive benefits under the Executive Severance Plan, an executive must sign and not revoke a separation agreement and general release of claims in the form we provide, including a non-disparagement agreement, comply with all other restrictive covenants, and the executive must work through the scheduled termination date. The Committee may amend the Executive Severance Plan from time to time to provide for different severance benefits and/or severance benefit terms and conditions, or to eliminate severance benefits entirely, for all or a portion of our executives.
The purpose of adopting the Executive Severance Plan is to provide for market competitive severance benefits for executives to aid in the attraction and retention of executive talent.
The Executive Severance Plan is attached as Exhibit 10.3 to this Quarterly Report on Form 10-Q.
ITEM 6. EXHIBITS
Exhibits filed with, or incorporated by reference into, this Quarterly Report:
| 10.1 | |||||
| 10.2 | |||||
| 10.3* | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101 | Financial statements from the Quarterly Report on Form 10-Q of the company for the period ended June 30, 2022 formatted in Inline XBRL (embedded within the Inline XBRL document) | ||||
| 104 | The cover page from the Quarterly Report on Form 10-Q of the company for the period ended June 30, 2022 formatted in Inline XBRL (embedded within the Inline XBRL document) | ||||
* Filed herewith
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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 on July 29, 2022.
| C.H. ROBINSON WORLDWIDE, INC. | ||||||||
| By: | /s/ Robert C. Biesterfeld, Jr. | |||||||
| Robert C. Biesterfeld, Jr. | ||||||||
| Chief Executive Officer | ||||||||
| By: | /s/ Michael P. Zechmeister | |||||||
| Michael P. Zechmeister | ||||||||
| Chief Financial Officer | ||||||||
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