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, 2019.
RECENTLY ADOPTED ACCOUNTING STANDARDS
In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in November 2018 issued a subsequent amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. This update changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The update replaces the historical “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. The update affects loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope of this amendment that have the contractual right to receive cash. We adopted this standard on January 1, 2020. We have updated our allowance for credit losses, formerly described as our allowance for doubtful accounts, significant accounting policy below as a result of adopting the new standard. The impact of adoption was not material to our consolidated financial position, results of operations, or cash flows.
RECENTLY ISSUED ACCOUNTING STANDARDS
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional practical expedients to simplify accounting for reference rate reform. Amongst other practical expedients, the update allows for contract modifications due to reference rate reform for certain receivables and debt contracts to be accounted for by prospectively adjusting the effective interest rate. The amendments in this ASU are effective for all entities beginning on March 12, 2020, and companies may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the effects that adoption of this guidance will have on the 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, 2019, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. We have updated these policies below to give effect to the adoption of Accounting Standards Codification (“ASC”) 326 in the first quarter of 2020.
ALLOWANCE FOR CREDIT LOSSES. Accounts receivable and contract assets are reduced by an allowance for expected credit losses. We determine our allowance for expected credit losses by evaluating two approaches that consider our past credit loss experience, our customers' credit ratings, and other customer-specific and macroeconomic factors. The first approach is pooling our customers by credit rating and applying an expected loss ratio based upon credit rating and number of days the receivable has been outstanding, (i.e. aging approach). The second approach is to compute an expected loss ratio for each credit rating pool based upon our historical write-off experience and apply it to our accounts receivable, (i.e. loss ratio approach). These two approaches are evaluated in consideration of other known information and customer specific and macroeconomic factors, including the price of diesel fuel, for purposes of determining the expected credit loss allowance.
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, 2019
|
$
|
1,015,570
|
|
|
$
|
208,420
|
|
|
$
|
67,770
|
|
|
$
|
1,291,760
|
|
Acquisitions
|
176,840
|
|
|
507
|
|
|
—
|
|
|
177,347
|
|
Translation
|
2,689
|
|
|
1,096
|
|
|
548
|
|
|
4,333
|
|
Balance, September 30, 2020
|
$
|
1,195,099
|
|
|
$
|
210,023
|
|
|
$
|
68,318
|
|
|
$
|
1,473,440
|
|
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”). We considered whether there were any changes in circumstances indicating that our goodwill might be impaired, including consideration of the impacts of the novel coronavirus (“COVID-19”) on financial markets and our business operations, and determined the more likely than not criteria had not been met, and therefore a Step One Analysis was not required as of September 30, 2020.
Identifiable intangible assets consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
Finite-lived intangibles
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
$
|
294,200
|
|
|
$
|
(185,934)
|
|
|
$
|
108,266
|
|
|
$
|
237,335
|
|
|
$
|
(156,879)
|
|
|
$
|
80,456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indefinite-lived intangibles
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks
|
10,475
|
|
|
—
|
|
|
10,475
|
|
|
10,475
|
|
|
—
|
|
|
10,475
|
|
Total intangibles
|
$
|
304,675
|
|
|
$
|
(185,934)
|
|
|
$
|
118,741
|
|
|
$
|
247,810
|
|
|
$
|
(156,879)
|
|
|
$
|
90,931
|
|
Amortization expense for other intangible assets is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Amortization expense
|
$
|
9,937
|
|
|
$
|
9,731
|
|
|
$
|
27,968
|
|
|
$
|
28,699
|
|
Finite-lived intangible assets, by reportable segment, as of September 30, 2020, will be amortized over their remaining lives as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAST
|
|
Global Forwarding
|
|
All Other and Corporate
|
|
Total
|
Remaining 2020
|
$
|
2,026
|
|
|
$
|
5,056
|
|
|
$
|
161
|
|
|
$
|
7,243
|
|
2021
|
8,105
|
|
|
14,603
|
|
|
638
|
|
|
23,346
|
|
2022
|
8,105
|
|
|
14,603
|
|
|
638
|
|
|
23,346
|
|
2023
|
8,105
|
|
|
11,977
|
|
|
638
|
|
|
20,720
|
|
2024
|
7,984
|
|
|
4,174
|
|
|
638
|
|
|
12,796
|
|
Thereafter
|
17,024
|
|
|
2,891
|
|
|
900
|
|
|
20,815
|
|
Total
|
|
|
|
|
|
|
$
|
108,266
|
|
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 September 30, 2020 and December 31, 2019. There were no transfers between levels during the period.
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
|
|
|
September 30, 2020
|
|
December 31, 2019
|
|
Maturity
|
|
September 30, 2020
|
|
December 31, 2019
|
Revolving credit facility
|
|
—
|
%
|
|
—
|
%
|
|
October 2023
|
|
$
|
—
|
|
|
$
|
—
|
|
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)
|
|
0.80
|
%
|
|
2.41
|
%
|
|
December 2020
|
|
59,979
|
|
|
142,885
|
|
Senior Notes (1)
|
|
4.20
|
%
|
|
4.20
|
%
|
|
April 2028
|
|
593,087
|
|
|
592,448
|
|
Total debt
|
|
|
|
|
|
|
|
1,153,066
|
|
|
1,235,333
|
|
Less: Current maturities and short-term borrowing
|
|
|
|
|
|
|
|
(59,979)
|
|
|
(142,885)
|
|
Long-term debt
|
|
|
|
|
|
|
|
$
|
1,093,087
|
|
|
$
|
1,092,448
|
|
____________________________________________
(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 1.125 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; therefore, we would consider these borrowings to be a Level 2 financial liability.
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. If an event of default under the Credit Agreement occurs and is continuing, then the administrative agent may declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, if we become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency, or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable.
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 $549.7 million at September 30, 2020. 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 a Level 2 financial liability.
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.
U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION
We have a receivables securitization facility (the “Receivables Securitization Facility”) that currently expires on December 17, 2020, unless extended by the parties. The Receivables Securitization Facility is based on the securitization of certain of our U.S. trade accounts receivable and provides funding of up to $250 million. The trade accounts receivable under the facility are owned by C.H. Robinson Receivables LLC and are not available to the creditors of C.H. Robinson Worldwide, Inc., and our subsidiaries. The interest rate on borrowings under the Receivables Securitization Facility is based on one-month LIBOR plus 0.65 percent. There is also a commitment fee we are required to pay on any unused portion of the facility. 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, therefore, we consider these borrowings to be a Level 2 financial liability.
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.
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 $703.0 million as of September 30, 2020, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $593.1 million as of September 30, 2020. If the Senior Notes were measured at fair value in the financial statements, they would be classified as a Level 2 financial liability in the fair value hierarchy.
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.
The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens or enter into sales 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.
As of September 30, 2020, we were in compliance with all of the covenants under the Credit Agreement, Note Purchase Agreement, Receivables Securitization Facility, and Senior Notes.
NOTE 5. INCOME TAXES
Our effective tax rate for the three months ended September 30, 2020 and 2019 was 15.1 percent and 21.8 percent, respectively, and our effective tax rate for the nine months ended September 30, 2020 and 2019 was 17.3 percent and 22.5 percent, respectively. The effective income tax rate for the three and nine months ended September 30, 2020 was lower than the statutory federal income tax rate primarily due to the tax impact of share-based payment awards, which reduced the effective tax rate by 3.8 percentage points and 4.1 percentage points, respectively. Foreign tax impacts also contributed to a lower federal income tax rate, reducing our effective tax rate in the three and nine months ended September 30, 2020 by 5.2 percentage points and 3.1 percentage points, respectively. This impact on the tax rate was partially offset by state income tax expense, which increased the effective income tax rate. The effective income tax rate for the three and nine months ended September 30, 2019 was higher than the statutory federal income tax rate due to state income taxes, net of federal benefit, and foreign income taxes, but was partially offset by the tax impact of share-based payment awards and the combined tax impact of Global Intangible Low-tax Income ("GILTI") and Foreign Derived Intangible Income ("FDII").
In 2019, we removed our assertion that the unremitted earnings of foreign subsidiaries were permanently reinvested with limited exceptions. If we repatriated all foreign earnings that are still considered to be permanently reinvested, the estimated effect on income taxes payable would be an increase of approximately $2.3 million as of September 30, 2020.
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 allows for a deferral of the employer share of federal payroll taxes otherwise due through December 31, 2020. 50 percent of the deferred amount is due December 31, 2021 and the remaining 50 percent is due December 31, 2022. This provision allows us to defer certain federal payroll deposits and invest this cash back into the business without any interest cost. The CARES Act also provides for a tax credit of up to $5,000 related to wages and health benefits provided to an employee whose work from March 17, 2020 through December 31, 2020 was impacted by COVID-19. Through September 30, 2020, we have recognized a payroll deferral and tax credit of $19.3 million and $0.7 million, respectively, under the CARES Act. We will continue evaluating the impact of the CARES Act over the remainder of 2020.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act made broad and complex changes to the U.S. tax code, including but not limited to, reducing the U.S. federal corporate tax rate from 35 percent to 21 percent and adding new rules for GILTI and FDII. We have included the tax impact of both GILTI and FDII in our income tax expense for the three and nine months ended September 30, 2020, and 2019. The Treasury Department issued final regulatory guidance related to both GILTI and FDII on July 15, 2020. The effective date of these regulations is generally January 1, 2021, absent an election to apply these rules retroactively to a 2018 effective date. We are reviewing these regulations and the potential to elect a 2018 effective date. The impact of this new guidance is not expected to have a material impact on full-year 2020 results.
On September 29, 2020, the Treasury Department issued final and proposed regulations on determining the foreign tax credit, and allocating and apportioning deductions, under the Internal Revenue Code. We are still completing our review of these regulations, but they did not have a material impact on the third quarter of 2020 and we do not expect them to have a material impact on full-year 2020 results.
As of September 30, 2020, we have $39.0 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 $2.1 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 2013. We are currently under an Internal Revenue Service audit for 2015, 2016 and 2017 tax years.
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 September 30,
|
|
Nine Months Ended September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Stock options
|
$
|
5,081
|
|
|
$
|
4,829
|
|
|
$
|
15,119
|
|
|
$
|
13,539
|
|
Stock awards
|
5,042
|
|
|
3,470
|
|
|
15,736
|
|
|
24,798
|
|
Company expense on ESPP discount
|
653
|
|
|
551
|
|
|
2,272
|
|
|
2,320
|
|
Total stock-based compensation expense
|
$
|
10,776
|
|
|
$
|
8,850
|
|
|
$
|
33,127
|
|
|
$
|
40,657
|
|
On May 9, 2019, our shareholders approved an amendment and restatement of our 2013 Equity Incentive Plan (the “Plan”) to increase the number of shares authorized for award by 4,000,000 shares. The Plan allows us to grant certain stock awards, including stock options at fair market value and performance shares and restricted stock units, to our key employees and outside directors. A maximum of 17,041,803 shares can be granted under this plan following the amendment and restatement. Approximately 2,974,170 shares were available for stock awards under the plan as of September 30, 2020. Shares subject to awards 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. The fair value of these options is established based on the market price on the date of grant, discounted for post-vesting holding restrictions, calculated using the Black-Scholes option pricing model. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards. As of September 30, 2020, unrecognized compensation expense related to stock options was $48.0 million. The amount of future expense to be recognized will be based on the passage of time and the employees' continued employment.
We granted 1,660,548 stock options on February 5, 2020. These awards had a weighted average exercise price of $72.74 and a weighted average grant date fair value of $13.88. These awards are eligible to vest over a five-year period with a first vesting date of December 31, 2020.
Stock Awards - We have awarded performance-based restricted shares and restricted stock units and time-based restricted stock units to certain key employees and non-employee directors. Performance-based awards are subject to certain vesting requirements over a five-year period, based on our earnings growth. Time-based awards vest primarily based on the employee's continued employment. The awards also 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 post-vesting holding restrictions. The discounts on outstanding grants vary from 12 percent to 22 percent and are calculated using the Black-Scholes option pricing model-protective put method. Changes in measured stock price volatility and interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.
We granted 405,776 performance-based restricted shares and restricted stock units and 329,586 time-based restricted shares and restricted stock units on February 5, 2020. These awards had a weighted average grant date fair value of $59.34 and are eligible to vest over a five-year period with a first vesting date of December 31, 2020.
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.
As of September 30, 2020, there was unrecognized compensation expense of $125.3 million related to previously granted full value awards. The amount of future expense to be recognized will be based on the passage of time, the company’s earnings 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. 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2020
|
Shares purchased
by employees
|
|
Aggregate cost
to employees
|
|
Expense recognized
by the company
|
42,445
|
|
|
$
|
3,699,626
|
|
|
$
|
652,875
|
|
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
Prime Distribution Services
On March 2, 2020, we acquired all of the outstanding shares of Prime Distribution Services (“Prime Distribution”), a leading provider of retail consolidation services in North America, for $222.7 million in cash. This acquisition adds scale and value-added warehouse capabilities to our retail consolidation platform, adding to our global suite of services.
The following is a summary of the allocation of purchase consideration to the estimated fair value of net assets for the acquisition of Prime Distribution.
|
|
|
|
|
|
Current assets
|
$
|
8,879
|
|
Property and equipment
|
7,356
|
|
Right-of-use lease assets
|
35,017
|
|
Other intangible assets
|
55,000
|
|
Goodwill
|
176,840
|
|
Total assets
|
283,092
|
|
|
|
Current liabilities
|
12,243
|
|
Lease liabilities
|
35,017
|
|
Deferred tax liabilities
|
13,114
|
|
Net assets acquired
|
$
|
222,718
|
|
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Life (years)
|
|
|
Customer relationships
|
7
|
|
$
|
55,000
|
|
There was $176.8 million of goodwill recorded related to the acquisition of Prime Distribution. The Prime Distribution goodwill is a result of acquiring and retaining the Prime Distribution workforce and expected synergies from integrating its business into ours. Purchase accounting is considered substantially complete. The goodwill will not be deductible for tax purposes. The acquisition was effective as of February 29, 2020, and therefore the results of operations of Prime Distribution have been included as part of the North American Surface Transportation segment in our consolidated financial statements since March 1, 2020.
Dema Service S.p.A
On May 22, 2019, we acquired all of the outstanding shares of Dema Service S.p.A. (“Dema Service”) to strengthen our existing footprint in Italy. Total purchase consideration, net of cash acquired was $14.2 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
|
|
$
|
4,252
|
|
There was $7.8 million of goodwill recorded related to the acquisition of Dema Service. The Dema Service goodwill is a result of acquiring and retaining the Dema Service workforce and expected synergies from integrating its business into ours. Purchase accounting is considered complete. No goodwill was recognized for Italian tax purposes from the acquisition. The results of operations of Dema Service have been included as part of the All Other and Corporate segment in our consolidated financial statements since May 23, 2019.
The Space Cargo Group
On February 28, 2019, we acquired all of the outstanding shares of The Space Cargo Group (“Space Cargo”) for the purpose of expanding our presence and capabilities in Spain and Colombia. Total purchase consideration, net of cash acquired, was $45.5 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
|
|
$
|
16,439
|
|
There was $26.4 million of goodwill recorded related to the acquisition of Space Cargo. The Space Cargo goodwill is a result of acquiring and retaining the Space Cargo workforce and expected synergies from integrating its business into ours. Purchase accounting is considered complete. No goodwill was recognized for Spanish tax purposes from the acquisition. The results of operations of Space Cargo have been included as part of the Global Forwarding segment in our consolidated financial statements since March 1, 2019.
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, less than truckload (“LTL”), and intermodal.
•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, airfreight services, and customs brokerage.
•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 services similar to NAST 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. 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.
Reportable segment information as of, and for the three and nine months ended September 30, 2020 and 2019, is as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAST
|
|
Global Forwarding
|
|
All Other and Corporate
|
|
Consolidated
|
Three Months Ended September 30, 2020
|
|
|
|
|
|
|
|
Total revenues
|
$
|
2,923,842
|
|
|
$
|
831,957
|
|
|
$
|
469,001
|
|
|
$
|
4,224,800
|
|
Net revenues
|
367,943
|
|
|
157,657
|
|
|
63,673
|
|
|
589,273
|
|
Income (loss) from operations
|
122,526
|
|
|
46,299
|
|
|
(586)
|
|
|
168,239
|
|
Depreciation and amortization
|
7,095
|
|
|
9,385
|
|
|
10,436
|
|
|
26,916
|
|
Total assets(1)
|
3,041,974
|
|
|
1,148,118
|
|
|
884,746
|
|
|
5,074,838
|
|
Average headcount
|
6,702
|
|
|
4,607
|
|
|
3,595
|
|
|
14,904
|
|
|
|
|
|
|
|
|
|
|
NAST
|
|
Global Forwarding
|
|
All Other and Corporate
|
|
Consolidated
|
Three Months Ended September 30, 2019
|
|
|
|
|
|
|
|
Total revenues
|
$
|
2,826,308
|
|
|
$
|
597,695
|
|
|
$
|
432,129
|
|
|
$
|
3,856,132
|
|
Net revenues
|
433,760
|
|
|
135,815
|
|
|
63,856
|
|
|
633,431
|
|
Income from operations
|
176,200
|
|
|
24,676
|
|
|
209
|
|
|
201,085
|
|
Depreciation and amortization
|
5,734
|
|
|
9,186
|
|
|
10,560
|
|
|
25,480
|
|
Total assets(1)
|
2,649,259
|
|
|
995,137
|
|
|
992,153
|
|
|
4,636,549
|
|
Average headcount
|
7,448
|
|
|
4,790
|
|
|
3,544
|
|
|
15,782
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAST
|
|
Global Forwarding
|
|
All Other and Corporate
|
|
Consolidated
|
Nine Months Ended September 30, 2020
|
|
|
|
|
|
|
|
Total Revenues
|
$
|
8,222,879
|
|
|
$
|
2,070,161
|
|
|
$
|
1,364,614
|
|
|
$
|
11,657,654
|
|
Net Revenues
|
1,120,277
|
|
|
448,931
|
|
|
202,471
|
|
|
1,771,679
|
|
Income (loss) from operations
|
357,898
|
|
|
117,033
|
|
|
(8,465)
|
|
|
466,466
|
|
Depreciation and amortization
|
19,550
|
|
|
27,740
|
|
|
29,777
|
|
|
77,067
|
|
Total assets(1)
|
3,041,974
|
|
|
1,148,118
|
|
|
884,746
|
|
|
5,074,838
|
|
Average headcount
|
6,870
|
|
|
4,716
|
|
|
3,591
|
|
|
15,177
|
|
|
|
|
|
|
|
|
|
|
NAST
|
|
Global Forwarding
|
|
All Other and Corporate
|
|
Consolidated
|
Nine Months Ended September 30, 2019
|
|
|
|
|
|
|
|
Total Revenues
|
$
|
8,495,145
|
|
|
$
|
1,727,745
|
|
|
$
|
1,293,292
|
|
|
$
|
11,516,182
|
|
Net Revenues
|
1,406,728
|
|
|
404,987
|
|
|
195,732
|
|
|
2,007,447
|
|
Income (loss) from operations
|
592,215
|
|
|
65,497
|
|
|
(4,542)
|
|
|
653,170
|
|
Depreciation and amortization
|
18,124
|
|
|
27,427
|
|
|
29,571
|
|
|
75,122
|
|
Total assets(1)
|
2,649,259
|
|
|
995,137
|
|
|
992,153
|
|
|
4,636,549
|
|
Average headcount
|
7,436
|
|
|
4,748
|
|
|
3,398
|
|
|
15,582
|
|
_________________________________________
(1) All cash and cash equivalents are included in All Other and Corporate.
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 nine months ended September 30, 2020 and 2019 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2020
|
|
NAST
|
|
Global Forwarding
|
|
All Other and Corporate
|
|
Total
|
Major Service Lines
|
|
|
|
|
|
|
|
Transportation and logistics services(1)
|
$
|
2,923,842
|
|
|
$
|
831,957
|
|
|
$
|
189,182
|
|
|
$
|
3,944,981
|
|
Sourcing(2)
|
—
|
|
|
—
|
|
|
279,819
|
|
|
279,819
|
|
Total
|
$
|
2,923,842
|
|
|
$
|
831,957
|
|
|
$
|
469,001
|
|
|
$
|
4,224,800
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2019
|
|
NAST
|
|
Global Forwarding
|
|
All Other and Corporate
|
|
Total
|
Major Service Lines
|
|
|
|
|
|
|
|
Transportation and logistics services(1)
|
$
|
2,826,308
|
|
|
$
|
597,695
|
|
|
$
|
184,343
|
|
|
$
|
3,608,346
|
|
Sourcing(2)
|
—
|
|
|
—
|
|
|
247,786
|
|
|
247,786
|
|
Total
|
$
|
2,826,308
|
|
|
$
|
597,695
|
|
|
$
|
432,129
|
|
|
$
|
3,856,132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2020
|
|
NAST
|
|
Global Forwarding
|
|
All Other and Corporate
|
|
Total
|
Major Service Lines
|
|
|
|
|
|
|
|
Transportation and logistics services(1)
|
$
|
8,222,879
|
|
|
$
|
2,070,161
|
|
|
$
|
542,670
|
|
|
$
|
10,835,710
|
|
Sourcing(2)
|
—
|
|
|
—
|
|
|
821,944
|
|
|
821,944
|
|
Total
|
$
|
8,222,879
|
|
|
$
|
2,070,161
|
|
|
$
|
1,364,614
|
|
|
$
|
11,657,654
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2019
|
|
NAST
|
|
Global Forwarding
|
|
All Other and Corporate
|
|
Total
|
Major Service Lines
|
|
|
|
|
|
|
|
Transportation and logistics services(1)
|
$
|
8,495,145
|
|
|
$
|
1,727,745
|
|
|
$
|
529,000
|
|
|
$
|
10,751,890
|
|
Sourcing(2)
|
—
|
|
|
—
|
|
|
764,292
|
|
|
764,292
|
|
Total
|
$
|
8,495,145
|
|
|
$
|
1,727,745
|
|
|
$
|
1,293,292
|
|
|
$
|
11,516,182
|
|
____________________________________________
(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 September 30, 2020, and revenue recognized in the three and nine months ended September 30, 2020 and 2019 resulting from contract liabilities was not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon shipments in-transit at period end.
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, 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. In addition, we have made a policy election to not apply the guidance of ASC 842 to leases with a term of 12 months or less as allowed by the standard. These leases are recognized as expense on a straight-line basis over the lease term.
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 at commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance charges. Right-of-use lease assets are also recognized at commencement date as the total lease liability plus prepaid rents and less any deferred rent liability that existed under ASC 840, Leases, upon transition. As most of our leases 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 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 September 30, 2020.
Information regarding lease expense, remaining lease term, discount rate, and other select lease information is presented below as of September 30, 2020, and for the three and nine months ended September 30, 2020 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
Lease Costs
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
Operating lease expense
|
$
|
22,373
|
|
|
$
|
16,905
|
|
|
$
|
63,855
|
|
|
$
|
50,684
|
|
|
|
Short-term lease expense
|
3,626
|
|
|
2,605
|
|
|
10,225
|
|
|
8,022
|
|
|
|
Total lease expense
|
$
|
25,999
|
|
|
$
|
19,510
|
|
|
$
|
74,080
|
|
|
$
|
58,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
Other Lease Information
|
2020
|
|
2019
|
Operating cash flows from operating leases
|
$
|
60,569
|
|
|
$
|
49,925
|
|
Right-of-use lease assets obtained in exchange for new lease liabilities
|
88,857
|
|
|
42,387
|
|
|
|
|
|
|
|
Lease Term and Discount Rate
|
As of September 30, 2020
|
Weighted average remaining lease term (in years)(1)
|
6.9
|
Weighted average discount rate
|
3.2
|
%
|
____________________________________________
(1) The weighted average remaining lease term is significantly impacted by a 15-year lease related to office space in Chicago, IL, that commenced in 2018. Excluding this lease, the weighted average remaining lease term of our agreements is 4.8 years.
The maturities of lease liabilities as of September 30, 2020, were as follows (in thousands):
|
|
|
|
|
|
|
|
|
Maturity of Lease Liabilities
|
|
Operating Leases
|
Remaining 2020
|
|
$
|
14,997
|
|
2021
|
|
80,817
|
|
2022
|
|
68,698
|
|
2023
|
|
55,810
|
|
2024
|
|
38,087
|
|
Thereafter
|
|
132,101
|
|
Total lease payments
|
|
390,510
|
|
Less: Interest
|
|
(44,606)
|
|
Present value of lease liabilities
|
|
$
|
345,904
|
|
In addition to minimum lease payments, we are typically responsible under our lease agreements to pay our pro rata share of maintenance expenses, common charges, and real estate taxes of the buildings in which we lease space. Under ASC 842, we have elected to account for non-lease components such as common area maintenance and parking as a single lease component.
NOTE 12. ALLOWANCE FOR CREDIT LOSSES
We adopted ASU 2016-13, Financial Instruments (Topic 326), as of January 1, 2020. Prior period information was not restated and continues to be presented under guidance effective for those periods. This ASU changes how entities measure credit losses for certain financial assets including accounts receivable by replacing the historical “incurred loss” approach with an “expected loss” model. We have updated our significant accounting policy for allowance for credit losses as discussed in Note 1, Basis of Presentation.
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, and our customers' credit ratings, in addition to other customer specific factors. We have also assessed the current macroeconomic environment, including the impact of COVID-19, to determine 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 nine months ended September 30, 2020:
|
|
|
|
|
|
Balance, December 31, 2019
|
$
|
32,838
|
|
Provision
|
11,670
|
|
Write-offs
|
(8,422)
|
|
Balance, September 30, 2020
|
$
|
36,086
|
|
Recoveries of amounts previously written off were not significant for the three and nine months ended September 30, 2020.
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 at September 30, 2020 and December 31, 2019, was $70.9 million and $76.1 million, respectively. Accumulated other comprehensive loss is comprised solely of foreign currency adjustments, net of related income tax effects at September 30, 2020 and December 31, 2019. Other comprehensive income was $13.2 million and $5.3 million for the three and nine months ended September 30, 2020, respectively. Other comprehensive income consisted of foreign currency adjustments, including foreign currency translation, net of related income tax effects of $1.0 million and $0.2 million for the three and nine months ended September 30, 2020, respectively.