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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 September 30, 2003

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

        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




        When we refer to "North American Van Lines", "NAVL", "our company", "our", "we" or "us", we are referring to North American Van Lines, Inc., a Delaware corporation, together with its subsidiaries and their predecessors, except where the context otherwise requires. When we refer to "SIRVA," we are referring to our parent, SIRVA, Inc., a Delaware corporation.


Explanatory Note

        This Quarterly Report on Form 10-Q reflects a restatement for the following:

        In addition to the restatement adjustment, we have reclassified goodwill of $328.9 million at December 31, 2002 in the accompanying balance sheet from Goodwill and Intangible Assets, as previously reported, to a separate line item.

        The nine-month period ended September 30, 2003 reflects $3.0 million of equity based compensation expense related to stock subscription and stock option grants made to certain managers and directors in June 2003 and August 2003. The amount of the expense recorded is the difference between the subscription or exercise price, as applicable, and the deemed fair value of common and redeemable common stock of the Company's parent, SIRVA on the date of grant in accordance with APB 25, "Accounting for Stock Issued to Employees". This charge includes $0.9 million of expense for stock subscription and stock option grants made in August 2003 recorded for the three-month period ended, September 30, 2003, and $2.1 million of expense for stock subscription and stock option grants made in June 2003 recorded for the three and six-month periods ended, June 30, 2003. As the $2.1 million of equity based compensation expense relating to the June 2003 grants was not originally reflected in the Company's Quarterly Report on Form 10-Q for the three and six-month periods ended June 30, 2003 and 2002, the Company is currently in the process of filing an amendment on Form 10-Q/A for that period to reflect this restatement.

        The adjustments reflected in this filing are described in more detail in note 12. Although we have given effect to the above noted adjustments and the transaction described in note 2, other 2002 information contained therein has not been updated. Therefore, you should read this filing together with our Annual Report on Form 10-K for the year ended December 31, 2002, as well as other documents that we have filed with the Securities and Exchange Commission.



PART I.

ITEM 1.    FINANCIAL STATEMENTS


NORTH AMERICAN VAN LINES, INC.
Condensed Consolidated Balance Sheets
At September 30, 2003 and December 31, 2002
(Dollars in thousands except share data)
(Unaudited)


NORTH AMERICAN VAN LINES, INC.
Condensed Consolidated Balance Sheets
At September 30, 2003 and December 31, 2002
(Dollars in thousands except share data)
(Unaudited)

 
  September 30, 2003
  December 31, 2002
 
 
   
  (As restated,
see note 12)

 
Assets              
Current assets:              
  Cash and cash equivalents   $ 57,358   $ 42,920  
  Accounts and notes receivable, net of allowance for doubtful
accounts of $23,433 and $24,922, respectively
    418,038     308,313  
  Relocation properties held for resale, net of allowance for loss
on sale of $2,175 and $1,772, respectively
    79,103     39,115  
  Other current assets     47,404     38,145  
  Deferred and recoverable income taxes     37,989     37,641  
   
 
 
Total current assets     639,892     466,134  
   
 
 
Property and equipment, net     173,443     170,830  
Goodwill, net     347,879     328,917  
Intangible assets, net     226,842     227,626  
Receivable from SIRVA, Inc.     33,700     28,879  
Other assets     118,967     113,577  
   
 
 
Total long-term assets     900,831     869,829  
   
 
 
Total assets   $ 1,540,723   $ 1,335,963  
   
 
 
Liabilities and Stockholder's Equity              
Current liabilities:              
  Current portion of long-term debt and capital lease obligations   $ 26,996   $ 27,261  
  Relocation financing facilities     37,657     15,432  
  Other short-term debt     2,614     1,073  
  Accounts payable     114,022     83,729  
  Relocation properties related payables     56,473     38,630  
  Accrued transportation expense     101,559     63,691  
  Other current liabilities     241,249     230,607  
  Accrued income taxes     8,088     6,116  
   
 
 
Total current liabilities     588,658     466,539  
   
 
 
Long-term debt and capital lease obligations     558,448     515,254  
Due to SIRVA, Inc.     24,134     32,133  
Other liabilities     61,800     66,610  
Deferred income taxes     50,548     34,479  
   
 
 
Total long-term liabilities     694,930     648,476  
   
 
 
Total liabilities     1,283,588     1,115,015  
   
 
 
Commitments and contingencies              
Stockholder's equity:              
  Common stock, $.01 par value, 1,000 shares authorized, issued and outstanding at September 30, 2003 and December 31, 2002, respectively          
  Additional paid-in-capital     271,987     271,987  
  Accumulated other comprehensive loss     (28,204 )   (29,075 )
  Retained earnings (accumulated deficit)     13,352     (21,964 )
   
 
 
Total stockholder's equity     257,135     220,948  
   
 
 
Total liabilities and stockholder's equity   $ 1,540,723   $ 1,335,963  
   
 
 

See accompanying notes to condensed consolidated financial statements.

1



NORTH AMERICAN VAN LINES, INC.
Consolidated Income Statements
For the three and nine months ended September 30, 2003 and 2002
(Dollars in thousands)
(Unaudited)


NORTH AMERICAN VAN LINES, INC.
Consolidated Income Statements
For the three and nine months ended September 30, 2003 and 2002
(Dollars in thousands)
(Unaudited)

 
  Three Months Ended
  Nine Months Ended
 
 
  Sept 30, 2003
  Sept 30, 2002
  Sept 30, 2003
  Sept 30, 2002
 
 
   
  (As restated,
see note 12)

   
  (As restated,
see note 12)

 
Operating revenues   $ 728,391   $ 675,250   $ 1,778,253   $ 1,642,048  
Operating expenses:                          
  Purchased transportation expense     426,125     415,966     1,002,110     990,554  
  Other direct expense     159,712     131,198     425,748     341,447  
   
 
 
 
 
Total direct expenses     585,837     547,164     1,427,858     1,332,001  
Gross margin     142,554     128,086     350,395     310,047  
  General and administrative expenses     85,814     82,839     252,309     235,260  
  Intangibles amortization     1,411     1,300     4,143     2,300  
  Equity based compensation expense     821         2,970      
  Restructuring                 (842 )
   
 
 
 
 
Income from operations     54,508     43,947     90,973     73,329  
  Non-operating income (expense)     333     (8 )   191     (316 )
  Interest expense     12,349     13,839     37,475     38,683  
   
 
 
 
 
Income before income taxes     42,492     30,100     53,689     34,330  
  Provision for income taxes     14,855     11,541     18,373     12,669  
   
 
 
 
 
Net income   $ 27,637   $ 18,559   $ 35,316   $ 21,661  
   
 
 
 
 

See accompanying notes to condensed consolidated financial statements.

2



NORTH AMERICAN VAN LINES, INC.
Consolidated Statement of Changes in Stockholder's Equity
For the nine months ended September 30, 2003
(Dollars in thousands)
(Unaudited)

 
  Total
  Retained
earnings
(accumulated)

  Accumulated
other
comprehensive
income (loss)

  Common
stock

  Additional
paid-in-capital

Balance at December 31, 2002   $ 220,948   $ (21,964 ) $ (29,075 ) $   $ 271,987

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

35,316

 

 

35,316

 

 

 

 

 

 

 

 

 

Unrealized hedging loss, net of tax benefit of $(989)

 

 

(1,924

)

 

 

 

 

(1,924

)

 

 

 

 

 

Net change in unrealized holding gain on available-for-sale securities, net of tax of $102

 

 

(4

)

 

 

 

 

(4

)

 

 

 

 

 

Minimum pension liability, net of tax of $2,232

 

 

(2,232

)

 

 

 

 

(2,232

)

 

 

 

 

 

Foreign currency translation adjustment, net of tax of $2,851

 

 

5,031

 

 

 

 

 

5,031

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

 

36,187

 

 

 

 

 

 

 

 

 

 

 

 
   
 
 
 
 

Balance at September 30, 2003

 

$

257,135

 

$

13,352

 

$

(28,204

)

$


 

$

271,987
   
 
 
 
 

See accompanying notes to condensed consolidated financial statements.

3



NORTH AMERICAN VAN LINES, INC.
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2003 and 2002
(Dollars in thousands)
(Unaudited)

 
  Nine Months Ended
 
 
  Sept 30, 2003
  Sept 30, 2002
 
 
   
  (As restated,
see note 12)

 
Cash flows from operating activities:              
  Net income   $ 35,316   $ 21,661  
Adjustments to reconcile net income to net cash provided by operating activities:              
  Depreciation     27,701     25,602  
  Amortization     7,253     5,126  
  Amortization of debt issuance costs     2,220     2,047  
  Change in provision for losses on accounts and notes receivable     2,854     4,836  
  Deferred income taxes     16,331     13,609  
  Gain on sale of assets, net     (1,128 )   (414 )
Change in operating assets and liabilities, net of effect of acquisitions:              
  Accounts and notes receivable     (90,887 )   (75,342 )
  Relocation properties held for resale, net     (32,590 )   (5,579 )
  Other current assets     6,453     227  
  Accounts payable     24,435     26,548  
  Other current liabilities     49,325     18,140  
  Accrued income taxes     1,458     (1,510 )
  SIRVA intercompany accounts     (12,821 )   (13,177 )
  Other long-term assets and liabilities     (6,612 )   38,339  
   
 
 
Net cash provided by operating activities     29,308     60,113  
   
 
 
Cash flows from investing activities:              
  Additions of property and equipment     (17,399 )   (24,949 )
  Proceeds from sale of property and equipment     4,696     2,336  
  Purchases of investments     (82,614 )   (43,522 )
  Proceeds from maturity or sale of investments     61,136     45,627  
  Acquisitions, net of cash acquired     (29,365 )   (99,251 )
  Other investing activities     (2,195 )   (1,248 )
   
 
 
Net cash used for investing activities     (65,741 )   (121,007 )
   
 
 
Cash flows from financing activities:              
  Borrowings on revolving credit facility and other short-term debt     394,169     240,816  
  Repayments on revolving credit facility and other short-term debt     (337,645 )   (235,409 )
  Borrowings on relocation financing facilities     54,434     1,053  
  Repayments on relocation financing facilities     (33,140 )   (1,349 )
  Borrowings on long-term debt     449     50,403  
  Repayments on long-term debt and capital lease obligations     (21,596 )   (27,799 )
  Capital contributions from SIRVA         56,500  
  Other financing activities     (7,057 )   (11,163 )
   
 
 
Net cash provided by financing activities     49,614     73,052  
  Effect of translation adjustments on cash     1,257     986  
   
 
 
Net increase in cash and cash equivalents     14,438     13,144  
Cash and cash equivalents at beginning of period     42,920     32,119  
   
 
 
Cash and cash equivalents at end of period   $ 57,358   $ 45,263  
   
 
 

See accompanying notes to condensed consolidated financial statements.

4



NORTH AMERICAN VAN LINES, INC.

Notes to Condensed Consolidated Financial Statements

(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, 2002. 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.

        In accordance with Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure ("SFAS 148"), an amendment of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation", our parent, SIRVA, Inc. ("SIRVA"), has elected to continue to account for stock-based compensation under the intrinsic value based method of accounting described by Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees" ("APB 25"). Under APB 25, generally no cost is recorded for stock options issued to employees unless the option price is below market at the time options are granted.

        Had the Company elected to apply the provisions of SFAS 148 regarding recognition of compensation expense to the extent of the calculated fair value of stock options granted, net income would have changed as follows:

 
  Three Months Ended
  Nine Months Ended
 
 
  Sept 30, 2003
  Sept 30, 2002
  Sept 30, 2003
  Sept 30, 2002
 
 
   
  (As restated, see note 12)

   
  (As restated, see note 12)

 
Net income as reported   $ 27,637   $ 18,559   $ 35,316   $ 21,661  
Equity based compensation expense included in net income, net of tax     283         319      
Pro forma compensation cost under fair value method, net of tax     (432 )   (87 )   (698 )   (243 )
   
 
 
 
 
Adjusted net income   $ 27,488   $ 18,472   $ 34,937   $ 21,418  
   
 
 
 
 

        In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46 addresses consolidation by business enterprises of variable interest entities. On October 8, 2003, the FASB deferred the effective date of FIN 46 for variable interest entities created before February 1, 2003 until the first reporting period after December 15, 2003. As of September 30, 2003, the Company had no variable interest entities.

        In April 2003, the FASB issued Statement No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS 149"). SFAS 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively, referred to as derivatives) and for hedging activities under SFAS 133. This statement is effective for contracts entered into or modified after June 30, 2003, and for hedging

5


relationships designated after June 30, 2003. The Company adopted SFAS 149 which did not have a material effect on operating results or financial condition.

        In May 2003, the FASB issued Statement No. 150 "Accounting For Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150"). SFAS 150 establishes standards for how a company classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that a company classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective for the first fiscal period beginning after June 15, 2003. The Company adopted SFAS 150 which did not have a material effect on operating results or financial condition.

        Certain reclassifications have been made to the condensed consolidated financial statements for the prior periods presented to conform with the September 30, 2003 presentation.

(2)    Acquisitions

        On July 29, 2002, RS Acquisition Holding, LLC, a wholly owned subsidiary of SIRVA, acquired The Rowan Group PLC and Rowan Simmons Conveyancing Limited (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 $14,242. The purchase price was funded from the proceeds of a bank loan. Under the terms of a purchase agreement between RS Acquisition Holding, LLC and the Company, the Company acquired Rowan Simmons from RS Acquisition Holding, LLC on April 23, 2003 for $14,242. Since the transaction was between entities under common control, the transaction was accounted for in a manner similar to a pooling-of-interests, with inclusion of operations, cash flows and financial position as of July 29, 2002.

        On June 6, 2003, the Company purchased Scanvan, a Scandinavian—based moving services company, for $23,160, net of acquired cash. The cost of Scanvan has been preliminarily allocated to the net assets acquired and is subject to adjustment when additional information concerning asset and liability valuations is finalized.

        The acquisition of Scanvan was part of the Company's ongoing strategy to expand its relocation and moving capabilities in major regions of the world. This acquisition offered the Company a direct entrance into the Scandinavian market, where it historically had a limited presence. The aggregate consideration for Scanvan was developed assessing both a multiple of earnings and cash flow as well as its complementary geographic locations.

(3)    Income Taxes

        The Company's estimated provision for income taxes differs from the amount computed by applying the U.S. federal and state statutory rates. This difference is primarily due to (1) differences in the statutory rates between the U.S. and countries where the Company has permanently reinvested earnings and (2) tax incentive programs that the Company has qualified for under the laws of certain jurisdictions.

6



(4)    Cash and Cash Equivalents

        Cash and cash equivalents included $31,215 and $22,069 at September 30, 2003 and December 31, 2002, respectively, primarily relating to the Company's wholly owned insurance subsidiaries. While these cash balances may be used without limitation by the insurance subsidiaries for their operations, the payment of cash dividends by the insurance subsidiaries to the Company is principally dependent upon the amount of their statutory policyholders' surplus available for dividend distribution. The insurance subsidiaries' ability to pay cash dividends to the Company is, in turn, generally restricted by law or subject to approval of the insurance regulatory authorities of the states or countries in which they are domiciled. These authorities recognize only statutory accounting practices for determining financial position, results of operations, and the ability of an insurer to pay dividends to its shareholders.

(5)    Long-term Debt and Capital Lease Obligations

        Long-term debt and capital lease obligations consisted of the following:

 
  September 30, 2003
  December 31, 2002
Revolving credit facility   $ 82,000   $ 27,000
Note payable—Tranche A     105,038     120,000
Note payable—Tranche B     208,264     209,887
Senior Subordinated Notes     150,000     150,000
Capital lease obligations     22,746     18,971
Other     17,396     16,657
   
 
Total debt and capital lease obligations     585,444     542,515
Less current maturities     26,996     27,261
   
 
Total long-term debt and capital lease obligations   $ 558,448   $ 515,254
   
 

        The Company guarantees certain operating lines of credit maintained by wholly owned foreign subsidiaries. As of September 30, 2003 and December 31, 2002, the outstanding balance was $2,614 and $1,074, respectively.

        The consolidated leverage ratio and interest coverage ratio of September 30, 2003 were 3.61 to 1.00 and 3.39 to 1.00, respectively, compared to required ratios of < 4.60 to 1.00 and > 2.35 to 1.00, respectively.

(6)    Commitments and Contingencies

        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 of $15,229 was rendered in 2002 and fully paid by the Company and two of its insurers. After certain insurance payments and reimbursements, the Company has paid $7,637, which the Company believes is fully reimbursable 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 some

7


or all of the payment made by the Company will not be reimbursed. The Company has a reserve that it considers appropriate in the circumstances.

        The Company has produced and is producing records in response to two grand jury subpoenas issued in connection with an investigation being conducted by attorneys in the Department of Justice Antitrust Division through a grand jury in the Eastern District of Virginia. The Company is cooperating with the investigation and understands that numerous other companies have received similar subpoenas. We believe that the investigation relates to the transportation of U.S. military members' household goods between the U.S. and foreign countries, which is managed and administered by the Military Transportation and Management Command of the U.S. Army, utilizing private moving companies.

        While the investigation is ongoing and exposes the Company to potential criminal, civil, and administrative penalties, it is difficult to predict its outcome with certainty at this time before the government makes its decisions and advises the Company of them. Management believes that, based on information currently available to it, the investigation's outcome will not have a material adverse impact on the Company's overall operations or financial condition, although there can be no assurance that it will not. Any potential fines, penalties, or judgments, however, may have a material effect on the Company's earnings in the period in which they are recognized.

        Some of the Company's moving services operations in Europe are being investigated by European antitrust regulators. The investigations are in the very early stages and involve certain anticompetitive practices. The relevant operations represented less than 1.7% of consolidated operating revenue in the aggregate for the years ended December 31, 2000, 2001 and 2002, and the nine months ended September 30, 2003. The investigations could expose the company to administrative and other penalties. The Company is cooperating with the investigations which the Company expects will take several years to complete. Management believes that, based on information currently available to it, the outcome of the investigations will not have a material adverse impact on the Company's overall operations or financial condition, although there can be no assurance that it will not. Any potential penalties, however, may have a material impact on the Company's earnings in the period in which they are recognized.

        The Company and certain subsidiaries are defendants in numerous lawsuits relating principally to motor carrier operations. In the opinion of management, after consulting with its legal 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, although such liability may be material to any given quarter.

        The Company has been named as a potentially responsible party ("PRP") in two environmental cleanup proceedings brought under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or similar state statutes. Based on all known information, the Company believes that the cost to resolve liability at these sites would not be materially or significantly larger than the reserves established which totaled $35 as of December 31, 2002 and September 30, 2003, respectively. These reserves are based upon the Company's allocation of the total estimated cleanup costs as a de minimis contributor pursuant to agreed orders executed with the Indiana Department of Environmental

8


Management and the U.S. Environmental Protection Agency. The Company has made no provision for expected insurance recovery. The Company could incur significant unanticipated costs, however, if additional contamination is found at these sites, or if it is named as a PRP in other proceedings.

        The Company owns or has owned and leases or has leased facilities at which underground storage tanks are located and operated. Management believes that the Company has taken the appropriate and necessary action with regard to releases 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 as yet unknown, there can be no assurance that the Company will not incur liabilities or costs in the future, the amount of which cannot be estimated reliably at this time.

        Purchase commitments consisted of the following:

 
  September 30, 2003
  December 31, 2002
Outsourcing agreements   $ 167,253   $ 176,382
Software licenses     2,790     4,297
Transportation equipment     2,243     1,608
Other         358
   
 
    $ 172,286   $ 182,645
   
 

        On July 1, 2002, the Company entered into a ten-year purchase commitment with Covansys Corporation and Affiliated Computer Services, Inc. to provide selected outsourcing services for the Company's domestic information systems infrastructure, including data center operations and telecommunications and certain application software development. As of September 30, 2003, the remaining purchase commitment was $163,311. For the nine months ended September 30, 2003, the Company paid Covansys $5,398. Covansys Corporation is a related party, as 24.5% of its outstanding common stock is owned by Clayton, Dubilier & Rice Fund VI Limited Partnership, a Cayman Islands exempted limited partnership ("Fund VI"). As of September 30, 2003, Fund VI held 23.5% of the capital stock of SIRVA. Fund VI is managed by Clayton, Dubilier & Rice, Inc. a private investment firm that is organized as a Delaware corporation, and is an affiliate of SIRVA's controlling shareholder, Clayton, Dubilier & Rice Fund V Limited Partnership, a Cayman Islands exempted limited partnership.

(7)    Operating Segments

        The Company has four reportable segments—1) Relocation Solutions-North America, 2) Relocation Solutions-Europe and Asia Pacific, together forming Global Relocation Solutions, 3) Network Services, and 4) Transportation Solutions. Intersegment transactions, principally relating to international operations, are recorded at market rates as determined by management. The consolidation process results in the

9



appropriate elimination of intercompany transactions, with revenues reflected in the segment responsible for billing the end customer.

        The Company's Global Relocation Solutions business provides a combination of relocation services, global mobility services and moving and storage services that we tailor by geographic region to the specific needs of our customers. Global Relocation Solutions is comprised of the Relocation Services-North America and Relocation Solutions-Europe and Asia Pacific reportable segments. This business provides the following services:

        For the three-month and nine-month periods ended September 30, 2002, income from operations for Relocation Solutions—North America segment has been restated to record $0.8 million and $1.3 million of intangible amortization expense. See note 12.

        The Company's Network Services segment offers a variety of services for truck drivers, fleet owners and agents, both inside and outside the Company's network. Services offered include insurance coverage such as vehicle liability, occupational accident, physical damage and inland marine insurance coverage, as well as truck maintenance and repair services and group purchasing. In addition, the Company offers a suite of services including fuel, cell phone, tire services, legal assistance and retirement programs to the members of the Company's National Association of Independent Truckers, an association of independent contract truck drivers. For the three-month and nine-month periods ended September 30, 2002, income

10


from operations for Network Services segment has been restated to record $0.5 million and $1.0 million of intangible amortization expense. See note 12.

        The Company provides a unique combination of third party logistics transportation solutions designed to benefit a select market niche of customers that require transportation management, inventory visibility at the serialized level, and delivery solutions that are coordinated at the item level to deliver commercial goods that require specialized handling in a timely manner, and with the proper equipment to fit the situation. The tables below represent information about revenues, income from operations and total assets by segment used by the chief decision-maker of the Company:

 
  Three Months Ended
  Nine Months Ended
 
  Sept 30, 2003
  Sept 30, 2002
  Sept 30, 2003
  Sept 30, 2002<