Back to GetFilings.com

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 September 30, 2002

Commission file number 333-96233

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

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 ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

NORTH AMERICAN VAN LINES, INC.

Condensed Consolidated Balance Sheets

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

See accompanying notes to condensed consolidated financial statements.

2

NORTH AMERICAN VAN LINES, INC.

Consolidated Statements of Operations

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

See accompanying notes to condensed consolidated financial statements.

3

NORTH AMERICAN VAN LINES, INC.

Consolidated Statement of Changes in Stockholder's Equity

For the nine months ended September 30, 2002
(Dollars in thousands)
(Unaudited)

See accompanying notes to condensed consolidated financial statements.

4

NORTH AMERICAN VAN LINES, INC.

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2002 and 2001
(Dollars in thousands)
(Unaudited)

See accompanying notes to condensed consolidated financial statements.

5

NORTH AMERICAN VAN LINES, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2002

(Dollars in thousands)
(Unaudited)

(1) Basis of Presentation

        This report covers North American Van Lines, Inc., a Delaware corporation, 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 September 30, 2002 presentation.

(2) Acquisition Commitment, Acquisitions and Related Party

(a) Acquisition Commitment and Related Party

        On July 29, 2002, RS Acquisition, LLC, a subsidiary of SIRVA, Inc. ("SIRVA"), the Company's parent, acquired The Rowan Group PLC (UK) and Rowan Simmons Conveyancing Limited (UK) (together, "Rowan Simmons"), a U.K. based provider of relocation services, including home sale and purchase assistance, management of tenant responsibilities, and other services to corporations that assist employees in their relocation needs, for approximately $14,000. The purchase price was funded from the proceeds of a loan from Fleet National Bank. Under the terms of a purchase agreement between RS Acquisition, LLC and the Company, the Company agreed to acquire Rowan Simmons, excluding the homes inventory and associated mortgage liabilities, from RS Acquisition, LLC within six months from the date of purchase for approximately $14,000. Since the transaction will be between entities under common control, the transaction will be accounted for in a manner similar to a pooling-of- interests.

(b) Acquisitions and Related Party

        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 coordination services and mortgage lending services. One of these two subsidiaries, SIRVA Relocation LLC ("SIRVA Relocation"), which is directly 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, CMS Holding LLC ("CMS Holding"), which is directly owned by SIRVA. The mortgage lending operations share common customers with the other operations of SIRVA Relocation. 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

6

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 indebtedness was assumed by CMS Holding. 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 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 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 Clayton, Dubilier & Rice Fund V Limited Partnership, a Cayman Islands exempted limited partnership ("Fund V"), the controlling shareholder of SIRVA, and the incurrence of $50,000 additional senior indebtedness by the Company. 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 is finalized. The preliminary allocation has resulted in acquired goodwill of $83,672.

        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:

        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.

        On April 12, 2002, the Company purchased the business ("NAIT") conducted by 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, a deferred amount of $3,000 payable subject to maintaining a certain number of insured members as of December 31, 2002 and 2003 and an actuarially determined amount to be paid during 2003 and 2004, based on insurance losses incurred with respect to policies issued during the year ended December 31, 2001. 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. SIRVA obtained those proceeds from the sale of its common stock to Fund VI.

7

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 is finalized. The preliminary allocation has resulted in acquired goodwill of $33,508.

        On December 31, 2001, the Company and Moveline, Inc. ("Moveline") completed a merger under an agreement and plan of merger ("Merger Agreement") dated as November 9, 2001, through a stock-for-stock merger of Moveline and a wholly owned subsidiary of the Company ("Merger") with such subsidiary as the surviving corporation. Under the terms of the Merger Agreement, Moveline's stockholders received shares of common stock of SIRVA for Moveline shares acquired in the Merger. During the three months ended September 30, 2002, an intercompany payable with SIRVA of $26,537 associated with the Merger was converted by SIRVA to additional paid-in-capital (non-cash).

(3) Cash and Cash Equivalents

        Cash and cash equivalents included $18,127 and $13,474 primarily relating to the Company's wholly owned insurance subsidiaries, at September 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:

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

        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

8

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:

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

(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.

9

(6) Long-term Debt

        Long-term debt consisted of the following:

        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 principal amount and 50% will be paid in cash. The amount of accretion at September 30, 2002 was $207 and $104 for Seller Note A and Seller Note B, respectively.

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

(7) Commitments and Contingencies

(a) Litigation

        The Company was a defendant in a personal injury suit resulting from a 1996 accident involving one of its agent's drivers. The case was tried in 1998, and the Company was found liable. After appeals, a final judgment remains to be paid as of September 30, 2002 in the amount of approximately $15,039. The Company believes the loss is fully covered by insurance; however, one of the Company's several co-insurers of this case has filed suit contesting its coverage obligations. If the co-insurer prevails, there is the possibility that a portion of the judgment will be uninsured. The potential uninsured portion of the judgment ranges from $0 to approximately $7,200. The Company has a reserve that it considers appropriate within this range.

        The Company and certain subsidiaries are also defendants in numerous lawsuits relating principally to motor carrier operations. In the opinion of management, after consulting with its legal

10

counsel, the amount of the Company's ultimate liability resulting from these matters will not materially affect the Company's financial position, results of operations or liquidity; however, such liability may be material to any given quarter.

(b) Environmental Matters

        The Company is named as a potentially responsible party ("PRP") in two environmental cleanup proceedings by federal or state authorities and one additional environmental clean-up proceeding by a group of PRP's. The suits are brought under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, or other federal or state statutes. Based on all known information, it is estimated that the settlement cost of each PRP site would not be materially or significantly larger than the litigation reserves established, which totaled $35 as of September 30, 2002 and December 31, 2001, respectively. It is possible that additional claims or lawsuits involving now unidentified environmental sites may arise in the future.

        The Company owns or has owned and leases or has leased facilities at which underground storage tanks for diesel fuel are located and operated. Management believes that the Company has taken the appropriate and necessary action with regard to releases of diesel fuel that have occurred. Based on its assessment of the facts and circumstances now known and after consulting with its legal counsel, management believes that it has recorded appropriate estimates of liability for those environmental matters of which the Company is aware. Further, management believes it is unlikely that any identified matters, either individually or in aggregate, will have a material effect on the Company's financial position, results of operations or liquidity. As conditions may exist on these properties related to environmental problems that are latent or undisclosed, there can be no assurance that the Company will not incur liabilities or costs, the amount of which cannot be estimated reliably at this time.

(c) Purchase Commitments

        On July 1, 2002, the Company entered into a ten year purchase commitment with Covansys Corporation and Affiliated Computer Services, Inc. to provide outsourcing services for 100% of the Company's information systems infrastructure, including data center operations and telecommunications, and, initially, approximately 50% of application software development. Covansys Corporation is a related party, as approximately 23% of its outstanding common stock is owned by Fund VI, an affiliate of Fund V. As of September 30, 2002, the remaining purchase commitment was $181,246.

        The Company has entered into certain purchase commitments primarily for trailers and software licenses in the amount of $5,284 and $9,844 as of September 30, 2002 and December 31, 2001, respectively.

11

(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 September 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. and 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 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 SIRVA Relocation and its wholly owned subsidiaries, which provide 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 supply chain management 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.

12

        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: