ACQUISITIONS AND DIVESTITURES | 9 Months Ended |
Sep. 30, 2013 |
Business Combinations [Abstract] | ' |
ACQUISITIONS AND DIVESTITURES | ' |
ACQUISITIONS AND DIVESTITURES |
On November 1, 2012, we acquired all of the outstanding stock of Phoenix International Freight Services, Ltd. for the purpose of expanding our current market presence and service offerings in international freight forwarding. Total purchase consideration was $677.3 million, net of estimated post-closing cash and working capital adjustments, in accordance with the purchase agreement. The acquisition price was financed with $60.2 million in newly-issued common stock (representing 1.1 million shares), borrowings under the revolving credit facility of approximately $173.0 million discussed in Note 4, and the remainder with cash on-hand. |
The following is a preliminary summary of the allocation of purchase consideration to the estimated fair value of net assets for the acquisition of Phoenix (in thousands): |
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Cash and cash equivalents | $ | 75,372 | | | | | | | | | | | | | |
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Receivables | 125,595 | | | | | | | | | | | | | |
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Other current assets | 7,209 | | | | | | | | | | | | | |
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Property and equipment | 12,160 | | | | | | | | | | | | | |
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Identifiable intangible assets | 130,000 | | | | | | | | | | | | | |
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Goodwill | 453,208 | | | | | | | | | | | | | |
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Other noncurrent assets | 13,542 | | | | | | | | | | | | | |
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Total assets | $ | 817,086 | | | | | | | | | | | | | |
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Accounts payable | $ | (45,367 | ) | | | | | | | | | | | | |
Accrued expenses | (14,340 | ) | | | | | | | | | | | | |
Other liabilities | (80,106 | ) | | | | | | | | | | | | |
Estimated net assets acquired | $ | 677,273 | | | | | | | | | | | | | |
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Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands): |
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Customer relationships | $ | 129,800 | | | 8 | | | | | | | | | | |
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Noncompete agreements | 200 | | | 5 | | | | | | | | | | |
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Total identifiable intangible assets | $ | 130,000 | | | | | | | | | | | | | |
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The Phoenix goodwill is a result of acquiring and retaining the Phoenix existing workforce and expected synergies from integrating their business into C.H. Robinson. The goodwill is not deductible for tax purposes. Purchase accounting is considered preliminary, subject to revision, mainly with respect to taxes and goodwill, as final information was not available as of September 30, 2013. We do not expect any revisions to the preliminary allocation of purchase price to have a material impact on our consolidated financial statements. |
The measurement period adjustments during the first nine months of 2013 to the previously recorded opening balances relate primarily to changes in the allocation of purchase consideration to certain accounts based on continued resolution of certain working capital adjustments with the selling shareholders. The adjustments during 2013 resulted in a $1.5 million increase in receivables, a $5.3 million increase in goodwill, a $1.7 million decrease in current deferred taxes, a $2.1 million decrease in non-current deferred assets, a $3.0 million decrease in taxes payable, and a $10.6 million increase in other assets. The offset to these adjustments was a reduction in the estimated receivable amount from the selling shareholders. The measurement period adjustments were recorded prospectively as they are not considered material to the financial statements for the nine months ended September 30, 2013. |
On October 16, 2012, we sold substantially all of the operations of our subsidiary, T-Chek Systems, Inc. ("T-Chek"), which represented a majority of our Payment Services business, to Electronic Funds Source, LLC ("EFS") for $302.5 million in cash. EFS acquired the assets and assumed certain liabilities of T-Chek. |
We recorded a gain on the sale of the assets and liabilities of approximately $281.6 million during the fourth quarter of 2012. In conjunction with the sale, we 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 continuing cash outflows. Consequently, the sale of T-Chek's assets and liabilities did not result in the operating results of T-Chek being accounted for as a discontinued operation. |
For the three and nine month periods ended September 30, 2012, on an unaudited pro forma basis, assuming the T-Chek divestiture and the Phoenix acquisition had closed on January 1, 2012, the results of C.H. Robinson excluding T-Chek and including Phoenix would have resulted in the following (in thousands). |
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| Three Months Ended September 30, 2012 |
| C.H. Robinson | | T-Chek | | Phoenix | | Combined |
| As Reported | | Operations | | Operations | | Pro Forma |
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Total revenues | $ | 2,880,409 | | | $ | (13,204 | ) | | $ | 216,219 | | | $ | 3,083,424 | |
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Income from operations | 187,257 | | | (6,879 | ) | | 9,855 | | | 190,233 | |
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Net income | 116,330 | | | (4,271 | ) | | 5,529 | | | 117,588 | |
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| Nine Months Ended September 30, 2012 |
| C.H. Robinson | | T-Chek | | Phoenix | | Combined |
| As Reported | | Operations | | Operations | | Pro Forma |
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Total revenues | $ | 8,388,237 | | | $ | (39,333 | ) | | $ | 622,827 | | | $ | 8,971,731 | |
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Income from operations | 541,716 | | | (19,376 | ) | | 24,792 | | | 547,132 | |
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Net income | 337,412 | | | (12,083 | ) | | 13,257 | | | 338,586 | |
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For the three and nine month periods ended September 30, 2012, Phoenix pro forma financial information includes the following adjustments (in thousands). |
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| Three Months Ended September 30, 2012 | | Nine Months Ended September 30, 2012 | | | | | | | | |
Eliminate personnel costs from purchased transportation and related services | $ | (7,292 | ) | | $ | (21,904 | ) | | | | | | | | |
Eliminate personnel costs from selling, general and administrative services | (13,507 | ) | | (45,075 | ) | | | | | | | | |
Reclassify costs to personnel expenses | 20,799 | | | 66,979 | | | | | | | | | |
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Contractual changes in compensation | — | | | (5,080 | ) | | | | | | | | |
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Additional amortization expense on identifiable intangible assets | 4,067 | | | 12,200 | | | | | | | | | |
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Rent expense for new lease agreements | 84 | | | 252 | | | | | | | | | |
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Depreciation on acquired building | 37 | | | 111 | | | | | | | | | |
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Incremental interest expense | 638 | | | 1,914 | | | | | | | | | |
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Tax effect | (262 | ) | | (786 | ) | | | | | | | | |
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The pro forma consolidated financial information was prepared for comparative purposes only and includes certain adjustments, as noted above. The adjustments are estimates based on currently available information and actual amounts may have differed materially from these estimates. They do not reflect the effect of costs or synergies that would have been expected to result from the integration of the acquisition. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred at the beginning of each period presented or of future results of the consolidated entity. The results of operations and financial condition of Phoenix has been included in our consolidated financial statements since the acquisition date of November 1, 2012. |
On October 1, 2012, we acquired all of the outstanding stock of the operating subsidiaries of Apreo Logistics S.A. ("Apreo"), a leading freight forwarder based in Warsaw, Poland, for the purpose of expanding our current market presence and service offerings in Europe. The total purchase price of Apreo was approximately $26.5 million, which was paid in cash and is subject to post-closing adjustments. We recorded $17.4 million of goodwill and other intangible assets related to this acquisition. The goodwill is not deductible for tax purposes. The results of operations and financial condition of Apreo have been included in our consolidated financial statements since its acquisition date. The results of our operations for 2012 were not materially impacted by this acquisition. |