chrw-20220331

Table of Contents

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 March 31, 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 officers, 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 April 27, 2022, the number of shares outstanding of the registrant’s Common Stock, par value $0.10 per share, was 127,266,157.

Table of Contents

C.H. ROBINSON WORLDWIDE, INC.

TABLE OF CONTENTS



	PART I. Financial Information

Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2022, and December 31, 2021	3
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2022 and 2021	4
	Condensed Consolidated Statements of Stockholders' Investment for the Three Ended March 31, 2022 and 2021	5
	Condensed Consolidated Statements of Cash Flows for the Thre e Months Ended March 31, 2022 and 2021	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26

	PART II. Other Information

Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Up on Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
	Signatures	29

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Balance Sheets

(unaudited, in thousands, except per share data)


	March 31, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	242,809	$	257,413
Receivables, net of allowance for credit loss of $42,465 and $41,542	4,391,512		3,963,487
Contract assets, net of allowance for credit loss	504,604		453,660
Prepaid expenses and other	140,306		129,593

Total current assets	5,279,231		4,804,153
Property and equipment, net of accumulated depreciation and amortization	139,926		139,831
Goodwill	1,488,616		1,484,754
Other intangible assets, net of accumulated amortization	84,011		89,606
Right-of-use lease assets	297,425		292,559
Deferred tax assets	129,232		124,900
Other assets	102,897		92,309
Total assets	$	7,521,338	$	7,028,112

LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	2,001,180	$	1,813,473
Outstanding checks	65,735		105,828
Accrued expenses:
Compensation	121,768		201,421
Transportation expense	385,603		342,778
Income taxes	143,656		100,265
Other accrued liabilities	182,754		171,266
Current lease liabilities	68,507		66,311
Current portion of debt	572,000		525,000
Total current liabilities	3,541,203		3,326,342

Long-term debt	1,593,756		1,393,649
Noncurrent lease liabilities	244,302		241,369
Noncurrent income taxes payable	28,617		28,390
Deferred tax liabilities	17,244		16,113
Other long-term liabilities	714		315
Total liabilities	5,425,836		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, 128,011 and 129,186 outstanding	12,801		12,919
Additional paid-in capital	680,857		673,628
Retained earnings	5,134,667		4,936,861
Accumulated other comprehensive loss	(54,264)		(61,134)
Treasury stock at cost (51,193 and 50,020 shares)	(3,678,559)		(3,540,340)
Total stockholders’ investment	2,095,502		2,021,934
Total liabilities and stockholders’ investment	$	7,521,338	$	7,028,112

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income

(unaudited, in thousands except per share data)


	Three Months Ended March 31,
		2022		2021
Revenues:
Transportation		$	6,528,351	$	4,560,227
Sourcing		287,602		243,642
Total revenues		6,815,953		4,803,869
Costs and expenses:
Purchased transportation and related services		5,650,224		3,881,285
Purchased products sourced for resale		259,533		220,204
Personnel expenses		413,361		360,835
Other selling, general, and administrative expenses		147,361		118,216
Total costs and expenses		6,470,479		4,580,540
Income from operations		345,474		223,329
Interest and other income/expense, net		(14,174)		(11,260)
Income before provision for income taxes		331,300		212,069
Provision for income taxes		60,952		38,764
Net income		270,348		173,305
Other comprehensive income (loss), net of tax		6,870		(7,286)
Comprehensive income		$	277,218	$	166,019

Basic net income per share		$	2.07	$	1.29
Diluted net income per share		$	2.05	$	1.28

Basic weighted average shares outstanding		130,499		134,508
Dilutive effect of outstanding stock awards		1,656		1,237
Diluted weighted average shares outstanding		132,155		135,745

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

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


	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

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

C.H. ROBINSON WORLDWIDE, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Three Months Ended March 31,
	2022		2021
OPERATING ACTIVITIES
Net income	$	270,348	$	173,305
Adjustments to reconcile net income to net cash used for operating activities:
Depreciation and amortization	22,486		23,278
Provision for credit losses	1,672		(1,250)
Stock-based compensation	24,606		23,989
Deferred income taxes	(2,916)		3,869
Excess tax benefit on stock-based compensation	(4,965)		(7,853)
Other operating activities	42		488
Changes in operating elements, net of acquisitions:
Receivables	(424,025)		(437,862)
Contract assets	(51,439)		(43,495)
Prepaid expenses and other	(11,924)		(26,692)
Accounts payable and outstanding checks	143,980		206,237
Accrued compensation	(79,885)		(27,977)
Accrued transportation expense	42,825		24,044
Accrued income taxes	48,502		34,087
Other accrued liabilities	8,099		(1,959)
Other assets and liabilities	(1,334)		1,099
Net cash used for operating activities	(13,928)		(56,692)

INVESTING ACTIVITIES
Purchases of property and equipment	(10,046)		(5,435)
Purchases and development of software	(16,183)		(8,071)


Other investing activities	2,250		—
Net cash used for investing activities	(23,979)		(13,506)

FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans	25,366		17,709
Stock tendered for payment of withholding taxes	(16,462)

SEC Form 10-Q filed by C.H. Robinson Worldwide Inc.