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U.S. 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, 2002

Commission file number 333-96233


NORTH AMERICAN VAN LINES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)
  52-1840893
(I.R.S. Employer
Identification Number)

5001 U.S. Highway 30 West
P.O. Box 988
Fort Wayne, Indiana 46801-0988
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (260) 429-2511


        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 o    No ý





NORTH AMERICAN VAN LINES, INC.

Condensed Consolidated Balance Sheets

At June 30, 2002 and December 31, 2001
(Dollars in thousands except share data)
(Unaudited)

 
  June 30, 2002
  December 31, 2001
 
Assets  
Current assets:              
  Cash and cash equivalents   $ 43,876   $ 32,119  
  Accounts and notes receivable, net of allowance for doubtful accounts of $23,878 and $24,386, respectively     341,459     267,112  
  Other current assets     51,140     38,289  
  Deferred and recoverable income taxes     47,021     39,553  
   
 
 

Total current assets

 

 

483,496

 

 

377,073

 
   
 
 

Property and equipment, net

 

 

177,188

 

 

165,367

 
Goodwill and intangible assets, net     528,607     413,229  
Receivable from SIRVA, Inc.     25,820     23,268  
Other assets     113,758     116,877  
   
 
 

Total long-term assets

 

 

845,373

 

 

718,741

 
   
 
 

Total assets

 

$

1,328,869

 

$

1,095,814

 
   
 
 

Liabilities and Stockholder's Equity

 
Current liabilities:              
  Current portion of long-term debt   $ 16,052   $ 16,958  
  Current portion of capital lease obligations     3,836     4,006  
  Revolving credit facility     8,593     47,235  
  Accounts payable     134,153     61,009  
  Other current liabilities     311,355     273,804  
  Accrued income tax payable     1,652     2,285  
   
 
 

Total current liabilities

 

 

475,641

 

 

405,297

 
   
 
 

Long-term debt

 

 

524,802

 

 

440,410

 
Capital lease obligations     15,386     16,366  
Due to SIRVA, Inc.     40,585     38,515  
Other liabilities     47,298     43,722  
Deferred income taxes     40,375     29,714  
   
 
 

Total long-term liabilities

 

 

668,446

 

 

568,727

 
   
 
 

Total liabilities

 

 

1,144,087

 

 

974,024

 
   
 
 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholder's equity:

 

 

 

 

 

 

 
  Common stock, $.01 par value, 1,000 shares authorized, issued and outstanding at June 30, 2002 and December 31, 2001, respectively          
  Additional paid-in-capital     245,450     188,950  
  Accumulated other comprehensive loss     (15,198 )   (17,988 )
  Accumulated deficit     (45,470 )   (49,172 )
   
 
 
Total stockholder's equity     184,782     121,790  
   
 
 
Total liabilities and stockholder's equity   $ 1,328,869   $ 1,095,814  
   
 
 

See accompanying notes to condensed consolidated financial statements.

2



NORTH AMERICAN VAN LINES, INC.

Consolidated Statements of Operations

For the three and six months ended June 30, 2002 and 2001
(Dollars in thousands)
(Unaudited)

 
  Three Months Ended
  Six Months Ended
 
 
  June 30, 2002
  June 30, 2001
  June 30, 2002
  June 30, 2001
 
Operating revenues   $ 537,144   $ 591,292   $ 966,798   $ 1,101,664  

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Purchased transportation expense     319,687     375,774     574,589     692,384  
  Other direct transportation expense     105,667     102,944     189,449     198,289  
   
 
 
 
 
Total direct expenses     425,354     478,718     764,038     890,673  

Gross margin

 

 

111,790

 

 

112,574

 

 

202,760

 

 

210,991

 
 
Insurance and claims

 

 

9,972

 

 

13,940

 

 

20,800

 

 

27,220

 
  Other indirect expense (income)     (124 )   1,493     2,427     4,864  
   
 
 
 
 
Total indirect expenses     9,848     15,433     23,227     32,084  
 
Selling, general and administrative expenses

 

 

77,894

 

 

76,707

 

 

149,993

 

 

162,598

 
  Restructuring charge (credit)     (111 )   4,773     (842 )   5,008  
   
 
 
 
 
   
Income from operations

 

 

24,159

 

 

15,661

 

 

30,382

 

 

11,301

 

Non-operating income (expense)

 

 

(674

)

 

456

 

 

(308

)

 

264

 
   
 
 
 
 
   
Income before interest and taxes

 

 

23,485

 

 

16,117

 

 

30,074

 

 

11,565

 

Interest expense

 

 

12,268

 

 

15,750

 

 

24,844

 

 

31,588

 
   
 
 
 
 
   
Income (loss) before income taxes

 

 

11,217

 

 

367

 

 

5,230

 

 

(20,023

)

Provision (benefit) for income taxes

 

 

4,208

 

 

5,503

 

 

1,528

 

 

(20,130

)
   
 
 
 
 
   
Income (loss) before cumulative effect of accounting change

 

 

7,009

 

 

(5,136

)

 

3,702

 

 

107

 

Cumulative effect of accounting change,
net of tax

 

 


 

 


 

 


 

 

(328

)
   
 
 
 
 
   
Net income (loss)

 

$

7,009

 

$

(5,136

)

$

3,702

 

$

(221

)
   
 
 
 
 

See accompanying notes to condensed consolidated financial statements.

3



NORTH AMERICAN VAN LINES, INC.

Consolidated Statement of Changes in Stockholder's Equity

For the six months ended June 30, 2002
(Dollars in thousands)
(Unaudited)

 
  Total
  Accumulated
deficit

  Accumulated
other
comprehensive
income (loss)

  Common stock
  Additional
paid-in-capital

Balance at December 31, 2001   $ 121,790   $ (49,172 ) $ (17,988 ) $   $ 188,950

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 
Net income

 

 

3,702

 

 

3,702

 

 

 

 

 

 

 

 

 
 
Unrealized hedging gain, net of tax of $522

 

 

782

 

 

 

 

 

782

 

 

 

 

 

 
 
Net change in unrealized holding loss on available-for-sale securities, net of tax benefit of $(842)

 

 

(1,264

)

 

 

 

 

(1,264

)

 

 

 

 

 
 
Foreign currency translation adjustment, net of tax of $2,182

 

 

3,272

 

 

 

 

 

3,272

 

 

 

 

 

 
   
                       
 
Total comprehensive income

 

 

6,492

 

 

 

 

 

 

 

 

 

 

 

 
 
Additional capital contribution

 

 

56,500

 

 

 

 

 

 

 

 

 

 

 

56,500
   
 
 
 
 

Balance at June 30, 2002

 

$

184,782

 

$

(45,470

)

$

(15,198

)

$


 

$

245,450
   
 
 
 
 

See accompanying notes to condensed consolidated financial statements.

4



NORTH AMERICAN VAN LINES, INC.

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2002 and 2001
(Dollars in thousands)
(Unaudited)

 
  Six Months Ended
 
 
  June 30, 2002
  June 30, 2001
 
Net cash provided by operating activities   $ 32,333   $ 19,237  
   
 
 

Cash flows from investing activities:

 

 

 

 

 

 

 
  Additions of property and equipment     (17,414 )   (23,137 )
  Proceeds from sale of property and equipment     2,573     611  
  Purchases of investments     (28,054 )   (38,957 )
  Proceeds from maturity or sale of investments     35,237     39,701  
  Acquisitions     (82,867 )    
  Other investing activities     (854 )   (738 )
   
 
 

Net cash used for investing activities

 

 

(91,379

)

 

(22,520

)
   
 
 

Cash flows from financing activities:

 

 

 

 

 

 

 
  Borrowings (repayments) on revolving credit facility, net     (5,000 )   3,350  
  Change in balance of outstanding checks     (7,078 )   (6,274 )
  Borrowings on long-term debt     50,403      
  Principal payments on long-term debt     (22,036 )   (5,900 )
  Capital contributions from SIRVA     56,500      
  Other financing activities     (2,422 )   (815 )
   
 
 

Net cash provided by (used for) financing activities

 

 

70,367

 

 

(9,639

)
   
 
 
 
Effect of translation adjustments on cash

 

 

436

 

 

266

 
   
 
 

Net increase (decrease) in cash and cash equivalents

 

 

11,757

 

 

(12,656

)
Cash and cash equivalents at beginning of period     32,119     43,509  
   
 
 

Cash and cash equivalents at end of period

 

$

43,876

 

$

30,853

 
   
 
 

See accompanying notes to condensed consolidated financial statements.

5



NORTH AMERICAN VAN LINES, INC.

Notes to Condensed Consolidated Financial Statements

June 30, 2002

(Dollars in thousands)
(Unaudited)

(1) Basis of Presentation

        This report covers North American Van Lines, Inc. and its subsidiaries (the "Company").

        The accompanying unaudited condensed consolidated financial statements should be read together with the Company's audited consolidated financial statements for the year ended December 31, 2001. Certain information and footnote disclosures normally included in the aforementioned financial statements prepared in accordance with generally accepted accounting principles are condensed or omitted. Management of the Company believes the interim financial statements include all adjustments, including normal recurring adjustments, necessary for a fair presentation of the financial condition and results of operations for the interim periods presented.

        Certain reclassifications have been made to the condensed consolidated financial statements for the prior periods presented to conform with the June 30, 2002 presentation.

(2) Acquisitions and Related Party

        On April 12, 2002, the Company purchased the assets ("NAIT") of the National Association of Independent Truckers, a leading provider of insurance services to independent contract truck drivers, for $25,359 in cash, $3,611 in assumed net liabilities and a deferred amount of $3,000 payable subject to the completion of certain operating performance objectives during 2002 and 2003. NAIT is an association of more than 11,000 independent contract truck drivers that provides its members with occupational accident, physical damage and non-trucking liability insurance, as well as access to a suite of professional services. The purchase price was funded from the sale of securities, existing cash balances and $20,000 of cash contributions from SIRVA, Inc. ("SIRVA"), the Company's parent. SIRVA obtained those proceeds from the sale of its common stock to Clayton, Dubilier and Rice Fund VI Limited Partnership, a Cayman Islands exempted limited partnership managed by Clayton, Dubilier and Rice, Inc. ("Fund VI"), and an affiliate of Fund V, the controlling shareholder of SIRVA. The cost to acquire NAIT has been preliminarily allocated to the assets acquired and liabilities assumed according to estimated fair values and is subject to adjustment when additional information concerning asset and liability valuations are finalized. The preliminary allocation has resulted in acquired goodwill of $33,501.

        On May 3, 2002, SIRVA, through two wholly-owned subsidiaries, purchased the business ("CRS") conducted by Cooperative Resource Services, Ltd. that provides comprehensive relocation services to companies and their employees, including home sale services, relocation coordinaton services and mortgage lending services. One of these two subsidiaries, which is wholly-owned by the Company, purchased such business' acquired assets and equity other than equity relating to certain mortgage lending operations of the seller. The mortgage lending operations of the seller were purchased by the other subsidiary, which is an indirect wholly-owned subsidiary of SIRVA. The mortgage lending operations share common customers with CRS. Subject to certain adjustments, the combined cash purchase price for the acquisitions was approximately $60,000, of which $3,500 was paid for the assets of the mortgage lending operations. Approximately $45,000 of the purchase price was paid in cash and $15,000 (non-cash) was paid in notes issued by the Company. In addition, certain liabilities relating to the acquired business were assumed in connection with the acquisition including $26,572 of indebtedness under a revolving credit facility used to fund the mortgage lending operations, which was assumed by the SIRVA acquisition subsidiary. The cash purchase price for the acquisition, as well as approximately $24,100 of other indebtedness of the acquired business that was retired as part of the

6


acquisition, were financed with proceeds of $36,500 of cash contributions from SIRVA. SIRVA obtained those proceeds from the sale of its common stock to Fund VI and the incurrence of $50,000 additional senior indebtedness. The cost to acquire CRS has been preliminarily allocated to the assets acquired and liabilities assumed according to estimated fair values and is subject to adjustment when additional information concerning asset and liability valuations are finalized. The preliminary allocation has resulted in acquired goodwill of $81,194.

        The following unaudited pro forma consolidated information presents the results of operations of the Company as if the acquisition of CRS had taken place at the beginning of each period presented:

 
  Three Months
Ended
June 30, 2002

  Three Months
Ended
June 30, 2001

  Six Months
Ended
June 30, 2002

  Six Months
Ended
June 30, 2001

 
Revenue   $ 544,947   $ 614,838   $ 993,879   $ 1,146,885  
   
 
 
 
 
Income (loss) before cumulative effect of accounting change   $ 7,211   $ (4,063 ) $ 5,359   $ 2,224  
Cumulative effect of accounting change, net of tax                 (843 )
   
 
 
 
 
Net income (loss)   $ 7,211   $ (4,063 ) $ 5,359   $ 1,381  
   
 
 
 
 

        The unaudited pro forma consolidated results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which would have actually resulted had the combinations been in effect on January 1, 2001, or of future results of operations.

(3) Cash and Cash Equivalents

        Cash and cash equivalents of $22,447 and $13,474, relating to the Company's wholly-owned insurance subsidiaries, at June 30, 2002 and December 31, 2001, respectively, require regulatory agency approval prior to being used for non-insurance related purposes.

(4) Goodwill and Intangible Assets

        Goodwill and intangible assets consisted of the following:

 
  June 30, 2002
  December 31, 2001
Trade names, net   $ 165,670   $ 165,670
Goodwill, net     362,937     247,559
   
 
    $ 528,607   $ 413,229
   
 

7


        The changes in the carrying amount of goodwill for the six months ended June 30, 2002 are as follows:

 
  Six Months Ended
June 30, 2002

Balance as of January 1, 2002   $ 247,559
Goodwill acquired:      
  NAIT     33,501
  CRS     81,194
  Other acquisitions     683
   
Balance as of June 30, 2002   $ 362,937
   

        In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), which requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but rather be tested for impairment at least annually. The company adopted the provisions of SFAS 142 effective January 1, 2002 and has discontinued the amortization of goodwill and intangible assets with indefinite useful lives. Trade names consist of the brand names northAmerican, Allied, Pickfords and Allied Pickfords. Goodwill and intangible assets have been identified as having indefinite useful lives and were tested for impairment consistent with the provisions of SFAS 142. The Company completed such testing during the second quarter of 2002 and determined that there was no impairment of goodwill and intangible assets as of January 1, 2002.

        The carrying amount of goodwill attributable to each reportable business segment was as follows:

 
  June 30, 2002
  December 31, 2001
Moving Services—North America   $ 70,403   $ 70,141
Moving Services—Europe and Asia Pacific     115,917     115,496
Logistics Services     16,954     16,954
Insurance Services     78,469     44,968
Relocation Services     81,194    
   
 
    $ 362,937   $ 247,559
   
 

8


        The following represents a comparison of results for the three and six months ended June 30, 2002 and 2001 adjusted to exclude amortization expense:

 
  Three Months
Ended
June 30, 2002

  Three Months
Ended
June 30, 2001

  Six Months
Ended
June 30, 2002

  Six Months
Ended
June 30, 2001

 
Net income (loss), as reported   $ 7,009   $ (5,136 ) $ 3,702   $ (221 )
Amortization of goodwill and trade names         2,755         5,518  
Income tax provision         (1,102 )       (2,207 )
   
 
 
 
 
Pro forma net income (loss)   $ 7,009   $ (3,483 ) $ 3,702   $ 3,090  
   
 
 
 
 

(5) Income Taxes

        The Company's estimated provision for income taxes differs from the amount computed by applying the federal and state statutory rates. This is primarily due to (1) the non-deductibility of certain items expensed for book purposes and (2) limitations that exist on the availability of certain foreign income tax credits. These items create taxable income that is greater than income reported for financial statement purposes.

(6) Long-term Debt

        Long-term debt consisted of the following:

 
  June 30, 2002
  December 31, 2001
Revolving credit facility   $ 40,000    
Note payable—Tranche A     124,709   $ 135,000
Note payable—Tranche B     209,887     171,500
Senior subordinated notes     150,000     150,000
Other     16,258     868
   
 
Total debt     540,854     457,368
Less current maturities     16,052     16,958
   
 
Total long-term debt   $ 524,802   $ 440,410
   
 

        On April 30, 2002, as part of the financing of the acquisition of CRS, the Company amended its credit agreement to increase Note Payable—Tranche B by $50,000. The incremental facility is subject to the same terms and conditions of the credit agreement.

        On May 3, 2002, as part of the financing of the acquisition of CRS, the Company issued two 10% notes payable, Seller Note A amounting to $10,000, and Seller Note B amounting to $5,000 (the "Seller Notes"). The Seller Notes are subordinated to the Company's senior debt. Seller Note A is due May 3, 2007. Seller Note B is due May 3, 2012 or May 3, 2007 if certain conditions are met. On a quarterly basis, 50% of the interest on the outstanding principal amount will accrete and be added to the

9


principal amount and 50% will be paid in cash. The amount of accretion at June 30, 2002 was $79 and $50 of Seller Note A and Seller Note B, respectively.

        During the second quarter 2002, the Company determined that, due to the nature of the revolving credit facility borrowings, it should be classified as a component of long-term debt. The revolving credit facility is a component of the Company's credit agreement, which matures in 2006.

(7) Commitments and Contingencies

10


(8) Operating Segments

        Due to the acquisitions described in Note (2), the Company realigned certain businesses within its segment structure and created two additional segments. As of June 30, 2002, the Company has five reportable segments—1. Moving Services-North America, 2. Moving Services-Europe and Asia Pacific, 3. Insurance Services, 4. Relocation Services and 5. Logistics Services. Segments 1. through 4. comprise Global Relocation Services. Intersegment transactions, principally relating to international operations, are recorded at market rates as determined by management. The consolidation process results in the appropriate elimination of intercompany transactions, with revenues reflected in the segment responsible for billing the end customer. Prior period segment information has been restated to reflect these changes.

        The Moving Services-North America segment provides domestic and international residential moving services, operating as North American Van Lines, Allied Van Lines and Global Van Lines, through a network of exclusive agents. It provides packing, loading, transportation, delivery and warehousing services for any type of household move in the U.S., Canada and also coordinates these same services for customers on a global basis.

        The Moving Services-Europe and Asia Pacific segment, operating principally as Pickfords or Allied Pickfords, operates in the United Kingdom, portions of Europe, Australia, New Zealand and other Asia Pacific locations and provides complete domestic and international moving and relocation services. It also provides a full range of office and industrial moving services including records management in most of the aforementioned locations.

        The Insurance Services segment provides coverage against loss from certain risks, primarily cargo warehousing, commercial auto physical damage, commercial auto liability and general liability to agents, owner-operators affiliated with the Company and various other parties in the transportation industry. It is comprised of Transguard, a multiple-line property and casualty insurance company, and NAIT, a leading provider of insurance services to independent contract truck drivers.

        The Relocation Services segment is comprised of CRS, a business that provides comprehensive relocation services nationally to companies and their employees, including home sale services and relocation coordination services.

        The Logistics Services segment operates in North America, the United Kingdom and mainland Europe and provides specialized transportation, handling and delivery services to principally electronics, medical equipment and other suppliers of sensitive goods with unique service requirements. It also provides customized logistics solutions including serialized tracking, inventory and stock management, in-transit product merge and configuration and other customized services principally to customers with unique requirements. It also provides freight forwarding and brokerage services to customers, as well as vehicle and driver services to the Company, agents and owner-operators.

11


        The tables below represent information about revenues, income (loss) from operations and total assets by segment used by the chief decision-makers of the Company:

 
  Three Months Ended
  Six Months Ended
 
 
  June 30, 2002
  June 30, 2001
  June 30, 2002
  June 30, 2001
 
Revenues                          
  Moving Services—North America   $ 289,799   $ 346,701   $ 495,367   $ 607,386  
  Moving Services—Europe & Asia Pacific     77,366     76,260     156,523     154,707  
  Insurance Services     20,408     11,332     33,326     22,736  
  Relocation Services     17,551     560     18,615     942  
   
 
 
 
 
Global Relocation Services     405,124     434,853     703,831     785,771  
Logistics Services     132,020     156,439     262,967     315,893  
   
 
 
 
 
Consolidated revenues   $ 537,144   $ 591,292   $ 966,798   $ 1,101,664  
   
 
 
 
 

Income (loss) from operations