<Page>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission file number 000-23341
MOTOR CARGO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
UTAH 87-0406479
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
845 West Center Street
North Salt Lake, Utah 84054
(801) 936-1111
(Address of principal executive offices and telephone number)
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 /X/ No / /
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. On July 31, 2001, there were
6,473,140 outstanding shares of the Registrant's Common Stock, no par value.
<Page>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 2001 (unaudited) and December 31, 2000 (audited)
ASSETS
<Table>
<Caption>
June 30, December 31,
2001 2000
------------ ------------
(unaudited) (audited)
CURRENT ASSETS
Cash and cash equivalents $ 6,386,009 $ 7,033,681
Receivables, net 17,398,977 18,124,930
Prepaid expenses 1,696,578 2,112,198
Supplies inventory 642,219 637,289
Deferred income taxes 1,734,000 1,734,000
------------ ------------
Total current assets 27,857,783 29,642,098
PROPERTY AND EQUIPMENT, AT COST 108,020,551 106,185,662
Less accumulated depreciation and amortization 51,202,751 51,851,119
------------ ------------
56,817,800 54,334,543
OTHER ASSETS
Advances for purchase of real property -- 787,695
Other, net 609,486 600,552
------------ ------------
609,486 1,388,247
------------ ------------
$ 85,285,069 $ 85,364,888
============ ============
</Table>
The accompanying notes are an integral part of these statements.
2
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MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - CONTINUED
June 30, 2001 (unaudited) and December 31, 2000 (audited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<Table>
<Caption>
June 30, December 31,
2001 2000
----------- ------------
(unaudited) (audited)
CURRENT LIABILITIES
Current maturities of long-term obligations $ 124,491 $ 119,152
Accounts payable 3,217,103 2,854,290
Accrued liabilities 8,140,551 7,477,843
Accrued claims 1,432,519 1,440,438
Income taxes payable 581,738 435,366
----------- -----------
Total current liabilities 13,496,402 12,327,089
LONG-TERM OBLIGATIONS, less current
maturities 4,097,939 8,015,125
DEFERRED INCOME TAXES 7,522,000 7,522,000
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY
Preferred stock, no par value; Authorized -
25,000,000 shares - none issued -- --
Common stock, no par value; Authorized -
100,000,000 shares; issued and outstanding 6,473,140
shares in 2001 and 6,474,140 shares in 2000 9,315,031 9,288,785
Retained earnings 50,853,697 48,211,889
----------- -----------
60,168,728 57,500,674
----------- -----------
$85,285,069 $85,364,888
=========== ===========
</Table>
The accompanying notes are an integral part of these statements.
3
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MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
<Table>
<Caption>
Three months ended Six months ended
June 30, June 30,
---------------------------------- ----------------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
(unaudited) (unaudited)
Operating revenues $ 34,799,605 $ 31,773,871 $ 67,703,868 $ 62,156,770
------------ ------------ ------------ ------------
Operating expenses
Salaries, wages and benefits 17,858,296 15,497,015 35,254,829 30,971,378
Operating supplies and expenses 5,674,423 5,122,014 10,963,671 10,090,944
Purchased transportation 2,887,001 2,958,161 5,561,216 5,849,218
Operating taxes and licenses 1,243,161 1,261,093 2,523,121 2,416,667
Insurance and claims 1,088,894 774,307 1,885,712 1,751,513
Depreciation and amortization 2,228,309 2,179,192 4,390,173 4,496,584
Communications and utilities 490,167 481,638 1,085,795 1,018,048
Building rents 769,612 863,711 1,552,198 1,726,273
Gain (loss) on sale of equipment 46,761 (38,155) 47,212 (89,867)
Other non-recurring expense -- -- -- 102,596
------------ ------------ ------------ ------------
Total operating expenses 32,286,624 29,098,976 63,263,927 58,333,354
------------ ------------ ------------ ------------
Operating income 2,512,981 2,674,895 4,439,941 3,823,416
Other income (expense)
Interest expense (29,708) (33,847) (63,674) (88,327)
Other, net 56,150 35,785 81,063 50,881
------------ ------------ ------------ ------------
Total other 26,442 1,938 17,389 (37,446)
------------ ------------ ------------ ------------
Earnings before income taxes 2,539,423 2,676,833 4,457,330 3,785,970
Income taxes 1,066,826 1,041,705 1,815,522 1,478,831
------------ ------------ ------------ ------------
NET EARNINGS $ 1,472,597 $ 1,635,128 $ 2,641,808 $ 2,307,139
============ ============ ============ ============
Earnings per share:
Basic $ 0.23 $ 0.24 $ 0.41 $ 0.34
Diluted 0.23 0.24 0.41 0.34
============ ============ ============ ============
Weighted-average shares outstanding:
Basic 6,473,140 6,781,884 6,473,195 6,835,204
Diluted 6,535,445 6,783,741 6,510,713 6,836,229
============ ============ ============ ============
</Table>
The accompanying notes are an integral part of these statements.
4
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MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<Table>
<Caption>
Six months ended
June 30,
--------------------------------
2001 2000
----------- -----------
(unaudited)
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities
Net earnings $ 2,641,808 $ 2,307,139
----------- -----------
Adjustments to reconcile net earnings to net cash provided by
operating activities
Depreciation and amortization 4,390,173 4,496,585
Provision for losses on receivables 233,000 126,500
Loss (gain)on disposition of property and equipment 47,212 (89,866)
Variable stock option expense 203,671 --
Charge associated with stock issuance to an officer 33,750 23,750
Provision for claims 1,486,677 1,423,696
Deferred income taxes -- (1,891)
Changes in assets and liabilities
Receivables 253,203 724,318
Prepaid expenses 415,620 658,228
Supplies inventory (4,930) 64,904
Other assets (8,934) 99,028
Accounts payable 362,813 (1,173,365)
Accrued liabilities and claims (1,035,559) (1,133,164)
Income taxes 146,372 578,972
----------- -----------
Total adjustments 6,523,068 5,797,695
----------- -----------
Net cash provided by operating activities 9,164,876 8,104,834
----------- -----------
Cash flows from investing activities
Purchase of property and equipment (6,181,497) (3,301,895)
Proceeds from sale equipment 288,300 365,351
Note receivable -- (1,164,395)
----------- -----------
Net cash used in investing activities (5,893,197) (4,100,939)
----------- -----------
</Table>
(Continued)
5
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MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
<Table>
<Caption>
Six months ended
June 30,
--------------------------------
2001 2000
----------- -----------
(unaudited)
Cash flows from financing activities
Repurchase of common stock (7,504) (928,638)
Principal payments on long-term obligations (3,911,847) (6,793,203)
----------- -----------
Net cash used in financing activities (3,919,351) (7,721,841)
----------- -----------
Net decrease in cash and cash equivalents (647,672) (3,717,946)
Cash and cash equivalents at beginning of period 7,033,681 5,508,809
----------- -----------
Cash and cash equivalents at end of period $ 6,386,009 $ 1,790,863
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for
Interest $ 66,234 $ 85,244
Income taxes 1,669,150 904,250
</Table>
NONCASH INVESTING AND FINANCING ACTIVITIES
During 2001, the Company recorded a $787,695 noncash application of advances
made in 2000 for the purchase of real property. Additionally, the Company
recorded a $239,750 noncash transfer from receivables to real property.
During 2001, in connection with the vesting of 5,000 shares pursuant to a
restricted stock agreement, the Company recognized compensation expense of
$33,750.
During 2000, in connection with the vesting of 5,000 shares pursuant to a
restricted stock agreement, the Company recognized compensation expense of
$23,750.
The accompanying notes are an integral part of these statements.
6
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MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The interim consolidated financial information included herein is
unaudited; however, the information reflects all adjustments (consisting of
normal recurring adjustments) that are, in the opinion of management,
necessary to the fair presentation of the consolidated financial position,
results of operations, and cash flows for the interim periods. The
consolidated financial statements should be read in conjunction with the
Notes to consolidated financial statements included in the audited
consolidated financial statements for Motor Cargo Industries, Inc. (the
"Company") for the year ended December 31, 2000 which are included in the
Company's Annual Report on Form 10-K for such year (the "2000 10-K").
Results of operations for interim periods are not necessarily indicative of
annual results of operations. The consolidated balance sheet at December
31, 2000, was extracted from the Company's audited consolidated financial
statements contained in the 2000 10-K, and does not include all disclosures
required by accounting principles generally accepted in the United States
of America for annual consolidated financial statements.
2. EARNINGS PER SHARE
Basic earnings per common share ("EPS") are based on the weighted average
number of common shares outstanding during each period. Diluted earnings
per common share are based on shares outstanding (computed under basic EPS)
and potentially dilutive common shares. Potential common shares included in
dilutive earnings per share calculations include stock options granted but
not exercised. A reconciliation of weighted-average shares outstanding is
presented below:
<Table>
<Caption>
Three months ended Six months ended
June 30, June 30,
----------------------------- -----------------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Net earnings $1,472,597 $1,635,128 $2,641,808 $2,307,139
Weighted-average shares outstanding - basic 6,473,140 6,781,884 6,473,195 6,835,204
Effect of dilutive stock options 62,305 1,857 37,518 1,025
Weighted-average shares outstanding - assuming dilution 6,535,445 6,783,741 6,510,713 6,836,229
</Table>
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The purpose of this section is to discuss and analyze the Company's
consolidated financial condition, liquidity and capital resources and results of
operations. This analysis should be read in conjunction with the Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000 (the "2000 10-K").
OVERVIEW
Motor Cargo Industries, Inc. (the "Company") is a regional
less-than-truckload ("LTL") carrier which provides transportation and logistics
services to shippers within the western United States, including Arizona,
California, Colorado, Idaho, New Mexico, Oregon, Texas, Utah and Washington. The
Company transports general commodities, including consumer goods, packaged
foodstuffs, electronics, computer equipment, apparel, hardware, industrial goods
and auto parts for a diversified customer base. The Company offers a broad range
of services, including expedited scheduling and full temperature-controlled
service. Through its wholly-owned subsidiary, MC Distribution Services, Inc.
("MCDS"), the Company also provides customized logistics, warehousing and
distribution management services.
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated the percentage of
operating revenues represented by certain items in the Company's statements of
earnings:
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
2001 2000 2001 2000
----- ----- ----- -----
Operating revenues 100.0% 100.0% 100.0% 100.0%
----- ----- ----- -----
Operating expenses
Salaries, wages and benefits 51.3 48.8 52.1 49.8
Operating supplies and expenses 16.3 16.1 16.2 16.2
Purchased transportation 8.3 9.3 8.2 9.4
Operating taxes and licenses 3.6 4.0 3.7 3.9
Insurance and claims 3.1 2.4 2.8 2.8
Depreciation and amortization 6.5 6.9 6.4 7.2
Communications and utilities 1.4 1.5 1.6 1.7
Building rents 2.2 2.7 2.3 2.8
Gain (loss) on sale of equipment 0.1 (0.1) 0.1 (0.1)
Other non-recurring expenses -- -- -- 0.2
----- ----- ----- -----
Total operating expenses 92.8 91.6 93.4 93.9
----- ----- ----- -----
Operating income 7.2 8.4 6.6 6.1
Other income (expense)
Interest expense (0.1) (0.1) (0.1) (0.1)
Other, net 0.2 0.1 0.1 0.1
----- ----- ----- -----
Earnings before income taxes 7.3 8.4 6.6 6.1
Income taxes 3.1 3.3 2.7 2.4
----- ----- ----- -----
Net earnings 4.2% 5.1% 3.9% 3.7%
===== ===== ===== =====
</Table>
THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000
Operating revenues increased 9.5% to $34.8 million for the three months
ended June 30, 2001, compared to $31.8 million for the same period in 2000.
The increase was primarily attributable to increased tonnage from existing
and new customers. The tonnage hauled during the second quarter of 2001
increased 10.2% to 149,279 tons, compared to 135,518 tons for the same
quarter of 2000. The number of shipments during the second quarter of 2001
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increased by 2.2% to 248,700, compared to 243,300 for the second quarter of
2000. The average revenue per shipment increased to $135 for the second
quarter 2001, compared to $126 for the same quarter of 2000.
Revenues contributed by MCDS increased 16.8% to $1.3 million for the second
quarter of 2001, compared to $1.1 million for the second quarter of 2000. The
increase was due primarily to increased volume with two customers.
As a percentage of operating revenues, salaries, wages and benefits
increased to 51.3% for the second quarter of 2001 from 48.8% for the second
quarter of 2000. This increase of 2.5 percentage points was primarily the result
of three factors: (1) a repricing of stock options in 1999 necessitated variable
stock option accounting treatment as required by generally accepted accounting
principles, resulting in a charge to salaries in the amount of approximately
$203,000, or 0.6% of revenue, to reflect appreciation in the Company's stock
price during the second quarter of 2001. (2) approximately one percentage point
of the 2.5 percentage point increase was attributable to an increase in employee
wages and benefits associated with shifting to the use of more Company drivers
and less use of purchased transportation, which resulted in a corresponding
reduction in the expense incurred by the Company for purchased transportation,
and (3) an increase in group medical expenses comprised approximately one
percentage point of the 2.5 percentage point increase.
Purchased transportation decreased to 8.3% of revenues for the three months
ended June 30, 2001 as compared to 9.3% for the same period in 2000. A reduction
of 1.6 percentage points was attributable to the replacement of a portion of
purchased transportation with Company drivers and equipment. Corresponding
increases were incurred in expense categories related to drivers and equipment
such as wages, benefits, operating supplies and expenses, licenses and taxes.
The reduction in purchased transportation resulting from the increased use of
Company drivers and equipment was partially offset by an increase in purchased
transportation, as a percentage of revenues, of approximately 0.6 percentage
points, which was attributable to the lease of trailers under a long-term lease
arrangement.
Operating supplies and expenses increased to 16.3% of operating revenues
for the quarter ended June 30, 2001 compared to 16.1% for the same period in
2000. Additional fuel costs represented approximately 0.8% of revenue for the
second quarter of 2001, which included additional costs equal to approximately
0.4% of revenue attributable to increased fuel prices compared to the second
quarter of 2000. Although the Company has implemented a fuel surcharge to reduce
the impact of rising fuel costs, increased fuel prices can nevertheless have an
adverse effect on the operations and profitability of the Company due to the
difficulty of imposing and collecting the surcharge. Additional fuel costs
related to the increased use of fuel, primarily attributable to the replacement
of a portion of purchased transportation with Company drivers and equipment,
represented approximately 0.4% of revenue for the second quarter of 2001. The
increase in operating supplies and expenses due to higher fuel costs was
partially offset by reductions in other operating expenses during the second
quarter of 2001. The most significant decrease in operating supplies and
expenses resulted from a decrease in commissions to agents due to the conversion
of two independent agent facilities to Company operated service centers during
the second half of 2000.
Insurance and claims expense increased to 3.1% of revenue for the second
quarter 2001 compared to 2.4% for the same quarter 2000. This increase was
attributable to an increase in premiums for re-insurance, as well as increased
charges related to liability and cargo claims for which the Company is
self-insured.
Building rents decreased to 2.2% of revenue for the second quarter of 2001
as compared to 2.7% for the same quarter of 2000. This decrease was due
primarily to lease payments during 2000 for unused facilities in Chicago,
Illinois, Benicia, California and Boise, Idaho. These leases have now
terminated.
Total operating expenses increased to 92.8% of operating revenues for the
three months ended June 30, 2001 from 91.6% for the same period in 2000.
Net earnings, excluding the special charge for variable stock option
accounting, increased 2.5% to $1.7 million ($0.26 per weighted average diluted
share) for the three months ended June 30, 2001, compared to $1.6 million ($0.24
per weighted average diluted share) for the same period in 2000. Including the
effect of the approximately $203,000 charge for the accounting treatment of
variable stock options, net earnings decreased
9
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approximately 9.9% to $1.5 million ($0.23 per weighted average diluted share)
for the second quarter of 2001, compared to the second quarter of 2000.
SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000
Operating revenues increased 8.9% to $67.7 million for the six months
ended June 30, 2001, compared to $62.2 million for the same period in 2000.
The increase was attributable to increased tonnage, as well as an improved
yield during the first three months of 2001 due to increased rates and a
reduction in lower yield freight as a percentage of total tonnage. Tonnage
increased 9.0% to 286,905 tons during the six months ended June 30, 2001,
compared to 263,340 tons for the same period of 2000. The number of shipments
during the six months ended June 30, 2001 increased 1.4% to 482,369, compared
to 475,668 for the same period in 2000. Revenue per shipment increased 7.1%
to $135, compared to $126 in 2000.
Revenues for MCDS increased 21.8% to $2.7 million for the six months ended
June 30, 2001 from $2.2 million for the same period in 2000. The increase was
due primarily to increased volume with two customers.
As a percentage of operating revenues, salaries, wages and benefits
increased to 52.1% for the six months ended June 30, 2001, from 49.8% for the
same period of 2000. This increase of 2.3 percentage points was due primarily to
an increase in employee wages and benefits associated with shifting to the use
of more Company drivers and less use of purchased transportation. The use of
more Company drivers resulted in a reduction in the expense incurred by the
Company for purchased transportation. A charge of approximately $203,000, or
0.3% of revenue, to reflect appreciation in the Company's stock price under
variable stock option accounting treatment, also contributed to the increase. In
addition, group medical expenses increased approximately 0.9% of revenue during
the first half of 2001, compared to 2000.
Purchased transportation decreased to 8.2% of revenues for the six months
ended June 30, 2001 as compared to 9.4% for the same period in 2000. A reduction
of 1.9 percentage points was attributable to the replacement of a portion of
purchased transportation with Company drivers and equipment. Corresponding
increases were incurred in expense categories related to drivers and equipment
such as wages, benefits, operating supplies and expenses, licenses and taxes.
The reduction in purchased transportation resulting from the increased use of
Company drivers and equipment was partially offset by an increase in purchased
transportation, as a percentage of revenues, of approximately 0.6 percentage
points, which was attributable to the lease of trailers under a long-term lease
arrangement.
Operating supplies and expenses remained flat at 16.2% of operating
revenues both the six months ended June 30, 2001 and 2000. While the
increased price of fuel represented approximately 0.6% of revenue increase
for the six months ended June 30, 2001, it was offset equally by reduced
commissions paid to agents contributed by the conversion of two independent
agent facilities to Company operated service centers during the second half
of 2000.
Building rents decreased to 2.3% of revenue for the six months ended June
30, 2001 as compared to 2.8% for the same period of 2000. This decrease was due
primarily to lease payments during 2000 for unused facilities in Chicago,
Illinois, Benicia, California and Boise, Idaho. These leases have now
terminated.
Total operating expenses decreased to 93.4% of operating revenues for the
six months ended June 30, 2001 from 93.9% for the same period in 2000.
Net earnings, before the special charge of approximately $203,000 for
variable options, increased 23.3% to $2,845,000 ($0.44 per weighted average
diluted share) for the six months ended June 30, 2001, compared to $2,307,000
($0.34 per weighted average diluted share) for the same period in 2000. After
the charge of $203,000 for the treatment of variable options net earnings was
reduced to $2,642,000 ($0.41 per weighted average diluted share).
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are funds provided by operations
and bank borrowings. Net cash provided by operating activities was approximately
$9.2 million for the first six months of 2001, compared to $8.1
10
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million for the corresponding period in 2000. Net cash provided by operating
activities is primarily attributable to the Company's earnings before
depreciation and amortization expense.
Capital expenditures totaled approximately $6.9 million during the first
six months of 2001, compared to $4.1 million in the comparable period of 2000.
Net cash used in financing activities was $3.9 million for the six months
ended June 30, 2001, compared to $7.7 million for the comparable period of 2000.
At June 30, 2001, total borrowings under long-term obligations totaled
approximately $4.2 million, compared to $8.1 million as of June 30, 2000. The
Company's long-term obligations consist primarily of amounts outstanding under a
revolving line of credit, as described below.
The Company is a party to a loan agreement with Zions First National Bank
("Zions") that provides for a revolving line of credit in an amount not
exceeding $5 million. The loan agreement provides for the issuance of letters of
credit and may be used for this purpose, as well as to fund the working capital
needs of the Company. As of June 30, 2001, there was no outstanding balance
under this revolving line of credit.
Zions has also provided a second revolving line of credit to the Company in
an amount not to exceed $20 million. The Company intends to use amounts
available under this credit facility primarily to purchase equipment used in
operations and for other corporate purposes. At June 30, 2001 the outstanding
balance under this facility was approximately $3 million. The outstanding
balance under this facility fluctuates as the Company draws on the line of
credit or repays outstanding amounts. Amounts outstanding under this facility
are generally classified as long-term obligations provided that they are not due
within 12 months. The Company and Zions have periodically amended the facility
to extend the maturity date, as necessary, in order to continue to permit
amounts outstanding under this facility to be classified as long-term
obligations. If the Company is unable to further extend the maturity date of
this facility on acceptable terms, the Company will seek to obtain similar
financing from other sources.
All amounts outstanding under the two loan facilities described above
accrue interest at a variable rate established from time to time by Zions. The
Company does have the option, however, to request that specific advances accrue
interest at a fixed rate quoted by Zions, subject to certain prepayment
restrictions. All amounts outstanding under the two loan facilities are
collateralized by the Company's inventory, chattel paper, accounts receivable
and equipment now owned or hereafter acquired by the Company.
The Company's management believes that its net cash provided by operating
activities and its existing lines of credit are sufficient to fund capital
expenditures and any other significant obligations for the foreseeable future.
SEASONALITY
The Company experiences some seasonal fluctuations in freight volume.
Historically, the Company's shipments decrease during the winter months. In
addition, the Company's operating expenses historically have been higher in the
winter months due to decreased fuel efficiency and increased maintenance costs
for revenue equipment in colder weather.
CAUTIONARY STATEMENT FOR FORWARD LOOKING INFORMATION
Certain information set forth in this report contains "forward-looking
statements" within the meaning of federal securities laws. Forward looking
statements include statements concerning plans, objectives, goals, strategies,
future events, future revenues or performance, capital expenditures, financing
needs, plans or intentions relating to acquisitions by the Company and other
information that is not historical information. When used in this report, the
words "estimates," "expects," "anticipates," "forecasts," "plans," "intends,"
"believes" and variations of such words or similar expressions are intended to
identify forward-looking statements. Additional forward-looking statements may
be made by the Company from time to time. All such subsequent forward-looking
statements, whether written or oral and whether made by or on behalf of the
Company, are also expressly qualified by these cautionary statements.
The Company's forward-looking statements are based upon the Company's
current expectations and various assumptions. The Company's expectations,
beliefs and projections are expressed in good faith and are believed by
11
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the Company to have a reasonable basis, including without limitation,
management's examination of historical operating trends, data contained in the
Company's records and other data available from third parties, but there can be
no assurance that management's expectations, beliefs and projections will result
or be achieved or accomplished. The Company's forward-looking statements apply
only as of the date made. Except as required by law, the Company undertakes no
obligation to publicly update or revise forward-looking statements which may be
made to reflect events or circumstances after the date made or to reflect the
occurrence of unanticipated events.
There are a number of risks and uncertainties that could cause actual
results to differ materially from those set forth in, contemplated by or
underlying the forward-looking statements contained in this report. These risks
include, but are not limited to, economic factors and fuel price fluctuations,
the availability of employee drivers and independent contractors, risks
associated with geographic expansion, capital requirements, claims exposure and
insurance costs, competition and environmental hazards. Each of these risks and
certain other uncertainties are discussed in more detail in the 2000 10-K. There
may also be other factors, including those discussed elsewhere in this report,
that may cause the Company's actual results to differ from the forward-looking
statements. Any forward-looking statements made by or on behalf of the Company
should be considered in light of these factors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not use financial instruments for trading purposes and is
not a party to any derivative financial instruments or derivative commodity
instruments. The Company is exposed to a variety of market risks, including the
effects of changes in interest rates and fuel prices. The Company's short-term
and long-term financing is generally at variable rates; however, these
obligations may be repaid or converted to a fixed rate at the Company's option.
12
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PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Company was held on June 6, 2001.
At the meeting:
1. The following persons were elected as Directors of the Company to
serve until the next Annual Meeting or until their successors are
elected and qualified.
<Table>
<Caption>
Name Votes For Votes Withheld
---- --------- --------------
Harold R. Tate 5,635,247 132,050
Louis V. Holdener 5,635,247 132,050
Marvin L. Friedland 5,635,247 132,050
Robert Anderson 5,760,847 6,450
James Clayburn LaForce, Jr. 5,760,847 6,450
Merlin J. Norton 5,760,847 6,450
</Table>
2. The selection of Grant Thornton LLP as independent auditors to audit
the Consolidated Financial Statements of the Company and its
subsidiaries for the year ending December 31, 2001 was ratified by the
shareholders as follows:
<Table>
Votes For: 5,766,647
Votes Against: 50
Abstentions: 600
</Table>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed with this report.
None
(b) No report on Form 8-K was filed during the quarter for which this
report is filed.
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<Page>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOTOR CARGO INDUSTRIES, INC.
/s/ Lynn H. Wheeler
-------------------------------------------
LYNN H. WHEELER
Vice President of Finance and
Chief Financial Officer
(Authorized Signatory and
Principal Financial and Accounting Officer)
Date: August 10, 2001
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