C. H. ROBINSON WORLDWIDE, INC. - FORM 8-K/A - EX-99.3 - EX - 99.3 - April 18, 2013

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8-K/A - 8-K/A - C. H. ROBINSON WORLDWIDE, INC.t-chekproformadocument.htm


Exhibit 99.3
Unaudited Pro Forma Condensed Consolidated Financial Statements
On October 16, 2012, C.H. Robinson Worldwide, Inc. (the “Company” or "C.H. Robinson") and its wholly owned subsidiary, T-Chek Systems, Inc. (“T-Chek”), entered into a definitive Asset Purchase Agreement with Electronic Funds Service LLC (“EFS”), whereby EFS purchased the payment services business previously operated by T-Chek. Pursuant to the Asset Purchase Agreement, T-Chek sold substantially all of its assets to EFS for $302.5 million in cash, subject to a customary post-closing adjustment based on the working capital of T-Chek at closing, and the assumption by EFS of certain obligations and liabilities of T-Chek.
The following Unaudited Pro Forma Condensed Consolidated Financial Information should be read in conjunction with the historical financial statements and accompanying notes of C.H. Robinson included in its Annual Report on Form 10-K for the year ended December 31, 2011 and Form 10-Q for the six months ended June 30, 2012.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet presents the Company's historical balance sheet, giving effect to the disposition as if it had occurred on June 30, 2012. The unaudited Pro Forma Condensed Consolidated Statements of Operations reflect the results of operations as if the disposition had occurred at the beginning of C.H. Robinson's 2011 fiscal year.    
The Unaudited Pro Forma Condensed Consolidated Financial Statements are provided for informational purposes only and are not historical facts and do not purport to be indicative of the operating results or the financial position that would have been achieved had the disposition of T-Chek been consummated as of the dates indicated or of the results that may be obtained in the future. In conjunction with the asset purchase agreement, the Company has entered into two ten-year agreements with EFS: a money transfer services agreement and a MasterCard services agreement. These agreements for ongoing activities between us and EFS are expected to result in significant cash outflows after the sale.



1


C.H. Robinson Worldwide, Inc.
Pro Forma Condensed Consolidated Balance Sheet
(Unaudited, in thousands)
As of June 30, 2012

 
 
Historical
 

 

 
 
C.H. Robinson
 
T-Chek Adjustments
 
Pro Forma
ASSETS
 
 
 

 

Current assets:
 
 
 

 

Cash and cash equivalents
 
$
240,627

 
$
263,952

2a
$
504,579

Receivables, net
 
1,415,390

 
(51,406
)
2b
1,363,984

Deferred tax asset
 
6,743

 
—

 
6,743

Prepaid expenses and other
 
44,841

 
(1,430
)
2b
43,411

Total current assets
 
1,707,601

 
211,116

 
1,918,717

Property and equipment, net
 
132,255

 
(2,431
)
2b
129,824

Goodwill
 
359,372

 
—

 
359,372

Intangible and other assets, net
 
40,771

 
(16,871
)
2b
23,900

Total assets
 
$
2,239,999

 
$
191,814

 
$
2,431,813

 
 
 
 

 

LIABILITIES AND STOCKHOLDERS’ INVESTMENT
 
 
 

 

Current liabilities:
 
 
 

 

Accounts payable and outstanding checks
 
$
834,692

 
$
(89,354
)
2b
$
745,338

 
 
 
 
 
 
 
Accrued expenses
 
114,649

 
(7,839
)
2b
214,165

 
 
 
 
379

2c
 
 
 
 
 
106,976

2d
 
Total current liabilities
 
949,341

 
10,162

 
959,503

 
 
 
 


 


Long term liabilities
 
12,468

 
—

 
12,468

 
 
 
 


 


Total liabilities
 
961,809

 
10,162

 
971,971

 
 
 
 


 


Stockholders’ investment:
 
 
 


 


Common stock
 
16,217

 
—

 
16,217

Retained earnings
 
1,957,462

 
181,652

2e
2,139,114

Additional paid-in capital
 
206,846

 
—

 
206,846

Accumulated other comprehensive (loss) income
 
(11,745
)
 
—

 
(11,745
)
Treasury stock
 
(890,590
)
 
—

 
(890,590
)
Total Stockholders’ investment
 
1,278,190

 
181,652

 
1,459,842

Total liabilities and stockholders’ investment
 
$
2,239,999

 
$
191,814

 
$
2,431,813




2


C.H. Robinson Worldwide, Inc.
Pro Forma Condensed Consolidated Statements of Operations (Unaudited)
For the Sixth Months Ended June 30, 2012
(in thousands, except for per share amounts)


 
 
Historical
 

 

 
 
C.H. Robinson
 
T-Chek Adjustments
 
Pro Forma
REVENUES:
 
 
 

 

Transportation
 
$
4,653,602

 
$
—

 
$
4,653,602

Sourcing
 
822,327

 
—

 
822,327

Payment Services
 
31,899

 
(26,129
)
2f
5,770

Total revenues
 
5,507,828

 
(26,129
)
 
5,481,699

COSTS AND EXPENSES:
 
 
 

 

Purchased transportation and related services
 
3,917,380

 
—

 
3,917,380

Purchased products sourced for resale
 
750,179

 
—

 
750,179

Personnel expenses
 
360,622

 
(7,706
)
2f
352,916

Other selling, general, and administrative expenses
 
125,188

 
(5,926
)
2f
119,262

Total costs and expenses
 
5,153,369

 
(13,632
)
 
5,139,737

Income from operations
 
354,459

 
(12,497
)
 
341,962

Investment and other income (expense)
 
900

 
(22
)
2f
878

Income before provision for income taxes
 
355,359

 
(12,519
)
 
342,840

Provision for income taxes
 
134,277

 
(4,707
)
2g
129,570

Net income
 
$
221,082

 
$
(7,812
)
 
$
213,270

Basic net income per share
 
$
1.36




$
1.31

Diluted net income per share
 
$
1.36




$
1.31

Basic weighted average shares outstanding
 
162,290

 

 
162,290

Dilutive effect of outstanding stock awards
 
353

 

 
353

Diluted weighted average shares outstanding
 
162,643

 

 
162,643





3


C.H. Robinson Worldwide, Inc.
Pro Forma Condensed Consolidated Statements of Operations (Unaudited)
For the Year Ended December 31, 2011
(in thousands, except for per share amounts)


 
 
Historical
 

 

 
 
C.H. Robinson
 
T-Chek Adjustments
 
Pro Forma
REVENUES:
 
 
 

 

Transportation
 
$
8,740,524

 
$
—

 
$
8,740,524

Sourcing
 
1,535,528

 
—

 
1,535,528

Payment Services
 
60,294

 
(49,260
)
2f
11,034

Total revenues
 
10,336,346

 
(49,260
)
 
10,287,086

COSTS AND EXPENSES:
 
 
 

 

Purchased transportation and related services
 
7,296,608

 
—

 
7,296,608

Purchased products sourced for resale
 
1,407,080

 
—

 
1,407,080

Personnel expenses
 
696,233

 
(13,829
)
2f
682,404

Other selling, general, and administrative expenses
 
243,695

 
(10,862
)
2f
232,833

Total costs and expenses
 
9,643,616

 
(24,691
)
 
9,618,925

Income from operations
 
692,730

 
(24,569
)
 
668,161

Investment and other income (expense)
 
1,974

 
(25
)
2f
1,949

Income before provision for income taxes
 
694,704

 
(24,594
)
 
670,110

Provision for income taxes
 
263,092

 
(9,295
)
2g
253,797

Net income
 
$
431,612

 
$
(15,299
)
 
$
416,313

Basic net income per share
 
$
2.63

 

 
$
2.54

Diluted net income per share
 
$
2.62

 

 
$
2.53

Basic weighted average shares outstanding
 
164,114

 

 
164,114

Dilutive effect of outstanding stock awards
 
627

 

 
627

Diluted weighted average shares outstanding
 
164,741

 

 
164,741





4



C.H. Robinson Worldwide, Inc.
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)


Note 1. Basis of Presentation        
                            
The unaudited Pro Forma Condensed Consolidated Balance Sheet presents C.H. Robinson Worldwide, Inc.'s ("C.H. Robinson") historical consolidated balance sheet, giving effect to the disposition of T-Chek Systems, Inc. (“T-Chek”) as if it had occurred on June 30, 2012. The unaudited Pro Forma Condensed Consolidated Statements of Operations reflect the results of operations as if the disposition had occurred at the beginning of C.H. Robinson's 2011 fiscal year.    

Note 2. Adjustments

a.
Represents cash adjustment as follows (in millions):
T-Chek cash sold at June 30, 2012
$
(38.5
)
Cash received from disposition
302.5

Total
$
264.0


b.
Represents the elimination of assets and liabilities transferred to EFS in the disposition of T-Chek as if the T-Chek sale had occurred on June 30, 2012.

c.
Represents transaction costs for one-time legal and professional fees as a result of the disposition of T-Chek. The costs are not reflected in the pro forma condensed consolidated statement of operations as they are nonrecurring charges.

d.
Represents estimated taxes on the gain from disposition of T-Chek based upon the C.H. Robinson historical consolidated effective tax rate.
 
e.
Represents estimated gain on the disposition of T-Chek, which is reflective of estimated income taxes to be incurred on the transaction.

f.
Represents the elimination of the financial results of operations amounts associated with the disposition of T-Chek as if it occurred on January 1, 2011. The remaining Payment Services revenue of $5.8 million and $11.0 million for the six months ended June 30, 2012 and twelve months ended December 31, 2011, respectively, are retained in the pro forma financial statements as we expect to generate payment services revenues from the cash advance option we continue to offer our contracted carriers at a rate of approximately $3.0 million per quarter.

g.
Represents the pro forma tax effect of the T-Chek disposition pro forma adjustments based upon the C.H. Robinson historical consolidated effective tax rate.



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C. H. ROBINSON WORLDWIDE, INC. Reports