<Page>
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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 September 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 October 19, 2001, there were
6,473,140 outstanding shares of the Registrant's Common Stock, no par value.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<Table>
<Caption>
September 30, December 31,
2001 2000
------------- ------------
(unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 5,783,372 $ 7,033,681
Receivables 18,260,110 18,124,930
Prepaid expenses 1,718,077 2,112,198
Supplies inventory 607,953 637,289
Deferred income taxes 1,734,000 1,734,000
----------- -----------
Total current assets 28,103,512 29,642,098
PROPERTY AND EQUIPMENT, AT COST 109,858,794 106,185,662
Less accumulated depreciation
and amortization 52,337,269 51,851,119
----------- -----------
57,521,525 54,334,543
OTHER ASSETS
Advances from purchases of real property - 787,695
Deferred charges 543,878 548,271
Unrecognized net pension obligation 52,281 52,281
----------- -----------
596,159 1,388,247
----------- -----------
$86,221,196 $85,364,888
----------- -----------
----------- -----------
</Table>
The accompanying notes are an integral part of these statements.
2
<Page>
MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND STOCKHOLDERS' EQUITY
<Table>
<Caption>
September 30, December 31,
2001 2000
------------- ------------
(unaudited)
CURRENT LIABILITIES
Current maturities of long-term obligations $ 127,250 $ 119,152
Accounts payable 3,435,485 2,854,290
Accrued liabilities 8,608,672 7,477,843
Accrued income taxes 1,810,524 435,366
Accrued claims 1,480,377 1,440,438
----------- -----------
Total current liabilities 15,462,308 12,327,089
LONG-TERM OBLIGATIONS, less current
maturities 1,065,073 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 6,473,140 shares as
of September 30, 2001 and 6,474,140 shares as of
December 31, 2000 9,315,031 9,288,785
Retained earnings 52,856,784 48,211,889
----------- -----------
62,171,815 57,500,674
----------- -----------
$86,221,196 $85,364,888
----------- -----------
----------- -----------
</Table>
The accompanying notes are an integral part of these statements.
3
<Page>
MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
<Table>
<Caption>
Three months ended Nine months ended
September 30, September 30,
------------------------ -------------------------
2001 2000 2001 2000
----------- ----------- ------------ -----------
(unaudited) (unaudited)
Operating revenues $36,040,782 $34,097,502 $103,744,650 $96,254,272
----------- ----------- ------------ -----------
Operating expenses
Salaries, wages and benefits 18,057,408 16,922,303 53,312,237 47,893,682
Operating supplies and expenses 5,605,560 5,656,904 16,569,231 15,747,849
Purchased transportation 3,170,857 3,000,011 8,732,073 8,849,229
Operating taxes and licenses 1,363,792 1,326,113 3,886,913 3,742,780
Insurance and claims 1,065,463 856,627 2,951,175 2,608,140
Depreciation and amortization 2,243,027 2,144,094 6,633,200 6,640,678
Communications and utilities 495,637 582,729 1,581,432 1,600,776
Building rents 761,444 881,039 2,313,642 2,607,311
Loss (gain) on sale of equipment (42,688) (61,923) 4,524 (151,790)
Other non-recurring expense - - - 102,596
----------- ----------- ------------ -----------
Total operating expenses 32,720,500 31,307,897 95,984,427 89,641,251
----------- ----------- ------------ -----------
Operating income 3,320,282 2,789,605 7,760,223 6,613,021
Other income (expense)
Interest expense (27,711) (33,035) (91,386) (121,362)
Other, net 32,502 46,549 113,566 97,430
----------- ----------- ------------ -----------
4,791 13,514 22,180 (23,932)
----------- ----------- ------------ -----------
Earnings before income taxes 3,325,073 2,803,119 7,782,403 6,589,089
Income taxes 1,321,986 1,087,841 3,137,508 2,566,672
----------- ----------- ------------ -----------
NET EARNINGS $ 2,003,087 $ 1,715,278 $ 4,644,895 $ 4,022,417
----------- ----------- ------------ -----------
----------- ----------- ------------ -----------
Earnings per share: (note 2)
Basic $ 0.31 $ 0.26 $ 0.72 $ 0.59
Diluted $ 0.31 $ 0.26 $ 0.71 $ 0.59
Weighted-average shares outstanding:
Basic 6,473,140 6,720,693 6,473,177 6,796,755
Diluted 6,530,224 6,724,973 6,517,402 6,799,258
</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>
Nine months ended
September 30,
---------------------------------
2001 2000
----------- -----------
(unaudited)
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities
Net earnings $ 4,644,895 $ 4,022,417
----------- -----------
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation and amortization 6,633,200 6,640,678
Provision for losses receivable 458,000 195,500
Loss (gain) on disposition of
property and equipment 4,524 (151,790)
Variable stock option expense 281,376 -
Charge associated with stock issuance to an
officer 33,750 23,750
Provision for claims 2,258,199 2,159,209
Deferred income taxes - (1,917)
Changes in assets and liabilities
Receivables (832,930) (699,524)
Prepaid expenses 394,121 723,597
Supplies inventory 29,336 94,852
Accrued income taxes 1,375,158 303,373
Other assets (1,277) 65,630
Accounts payable 581,195 (1,162,805)
Accrued liabilities and claims (1,368,807) (853,911)
----------- -----------
Total adjustments 9,845,845 7,336,642
----------- -----------
Net cash provided by operating activities
14,490,740 11,359,059
----------- -----------
Cash flows from investing activities
Note receivable - (2,319,395)
Purchase of property and equipment (9,232,391) (5,419,506)
Proceeds from disposition of property
and equipment 440,800 574,851
----------- -----------
Net cash used in
investing activities (8,791,591) (7,164,050)
----------- -----------
</Table>
(Continued)
5
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MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
<Table>
<Caption>
Nine months ended
September 30,
-------------------------------
2001 2000
----------- -----------
(unaudited)
Cash flows from financing activities
Repurchase shares (7,504) (1,409,762)
Principal payments on long-term
obligations (6,941,954) (3,823,207)
----------- -----------
Net cash used in financing activities (6,949,458) (5,232,969)
----------- -----------
Net decrease in
cash and cash equivalents (1,250,309) (1,037,960)
Cash and cash equivalents at beginning of period 7,033,681 5,508,809
----------- -----------
Cash and cash equivalents at end of period $ 5,783,372 $ 4,470,849
----------- -----------
----------- -----------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for
Interest $ 94,515 $ 118,562
Income taxes 1,972,150 2,259,050
</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
<Page>
MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO 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 for 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
generally accepted accounting principles 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 such 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 Nine months ended
September 30, September 30,
---------------------------- ----------------------------
2001 2000 2001 2000
------------- ------------- ------------- -------------
Net earnings $ 2,003,087 $ 1,715,278 $ 4,644,895 $ 4,022,417
Weighted-average shares outstanding - basic 6,473,140 6,720,693 6,473,177 6,796,755
Effect of dilutive stock options 57,084 4,280 44,225 2,503
Weighted-average shares outstanding - diluted
6,530,224 6,724,973 6,517,402 6,799,258
</Table>
3. PENDING MERGER
On October 15, 2001, the Company, Union Pacific Corporation, a Utah
corporation ("Union Pacific"), and Motor Merger Co., a Utah corporation
and wholly-owned subsidiary of Union Pacific ("Merger Sub"), entered
into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant
to the terms of the Merger Agreement, Union Pacific will offer to
exchange for each share of common stock, no par value, of the Company's
stock at the election of the holder, either 0.26 of a share of common
stock, par value $2.50 per share, of Union Pacific ("Union Pacific
Stock") or $12.10 in cash. Pursuant to the terms of the shareholder
agreements, dated as of October 15, 2001, Messrs. Harold R. Tate and
Marvin L. Friedland, who collectively own approximately 62.5% of the
outstanding shares of the Company's stock, have agreed to tender their
shares in the exchange offer. After the consummation of the exchange
offer, the Company will be merged with and into Merger Sub. Holders of
the Company stock who do not elect to tender their shares in the
exchange offer will receive $12.10 per share upon consummation of the
merger.
7
<Page>
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 that provides transportation and logistics
services to shippers within the Company's service region. The Company's service
region is 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
2001 2000 2001 2000
---- ---- ---- ----
Operating revenues 100.0% 100.0% 100.0% 100.0%
Operating expenses
Salaries, wages and benefits 50.1 49.6 51.4 49.8
Operating supplies and expenses 15.6 16.6 16.0 16.4
Purchased transportation 8.8 8.8 8.4 9.2
Operating taxes and licenses 3.8 3.9 3.8 3.9
Insurance and claims 3.0 2.5 2.8 2.7
Depreciation and amortization 6.2 6.3 6.4 6.9
Communications and utilities 1.4 1.7 1.5 1.6
Building rents 2.1 2.6 2.2 2.7
Gain on sale of equipment (.1) (.2) - (.2)
Other non-recurring expense - - - .1
---- ---- ---- ----
Total operating expenses 90.8 91.8 92.5 93.1
---- ---- ---- ----
Operating income 9.2 8.2 7.5 6.9
Other income (expense)
Interest expense (0.1) (0.1) (0.1) (0.1)
Other, net 0.1 0.1 0.1 0.1
---- ---- ---- ----
Earnings before income taxes 9.2 8.2 7.5 6.9
Income taxes 3.7 3.2 3.0 2.7
---- ---- ---- ----
Net earnings 5.6 5.0 4.5 4.2
==== ==== ==== ====
</Table>
8
<Page>
THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2000
Operating revenues increased 5.7% to $36.0 million for the three months
ended September 30, 2001, compared to $34.1 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 third quarter of 2001 increased
4.7% to 151,480 tons, compared to 144,747 tons for the same quarter of 2000. The
number of shipments during the third quarter of 2001 remained flat at 249,430,
compared to 249,200 for the third quarter of 2000. The average revenue per
shipment increased to $139 for the third quarter of 2001, compared to $133 for
the same quarter of 2000.
Revenues contributed by MCDS increased 30.7% to $1,527,000 for the
third quarter of 2001, compared to $1,168,000 for the third quarter of 2000. The
increase was due primarily to increased volume from existing customers.
As a percentage of operating revenues, salaries, wages and benefits
increased to 50.1% for the third quarter of 2001 from 49.6% for the third
quarter of 2000. This increase of 0.5 percentage points was primarily the result
of increased cost of benefits to employees.
Purchased transportation remained unchanged at 8.8% of revenues for the
three months ended September 30, 2001 as compared to the same period in 2000.
Operating supplies and expenses decreased to 15.6% of operating
revenues for the quarter ended September 30, 2001, compared to 16.6% for the
same period in 2000. Cost savings associated with lower fuel prices represented
approximately 0.7% of revenue for the third quarter of 2001. An additional
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 fourth quarter of 2000.
Insurance and claims expense increased to 3.0% of revenue for the third
quarter of 2001 compared to 2.5% 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 claims for which the Company is self-insured.
Building rents decreased to 2.1% of revenue for the third quarter of
2001, compared to 2.6% for the same quarter of 2000. This decrease was due
primarily to payments during 2000 for leases of unused facilities in Chicago,
Illinois, Benicia, California and Boise, Idaho, which have since terminated.
Total operating expenses decreased to 90.8% of operating revenues for
the three months ended September 30, 2001 from 91.8% for the same period in
2000.
Net earnings, increased 16.8% to $2.0 million ($0.31 per weighted
average diluted share) for the three months ended September 30, 2001, compared
to $1.7 million ($0.26 per weighted average diluted share) for the same period
in 2000.
NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2000
Operating revenues increased 7.8% to $103.7 million for the nine months
ended September 30, 2001, compared to $96.3 million for the same period in 2000.
The increase was attributable to increased tonnage. Tonnage increased 7.4% to
438,386 tons for the nine months ended September 30, 2001, compared to 408,087
tons for the same period of 2000. The number of shipments during the nine months
ended September 30, 2001 increased 1.0% to 731,800, compared to 724,870 for the
same period in 2000. Revenue per shipment increased 6.2% to $137, compared to
$129 in 2000.
Revenues for MCDS increased 23.5% to $4.2 million for the nine months
ended September 30, 2001 from $3.4 million for the same period in 2000. The
increase was due primarily to increased volume from two customers.
As a percentage of operating revenues, salaries, wages and benefits
increased to 51.4% for the nine months ended September 30, 2001, from 49.8% for
the same period of 2000. This increase of 1.6 percentage points was due
primarily to an increase in employee wages and benefits associated with shifting
to the use of more Company drivers and
9
<Page>
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. In addition, group medical expenses increased approximately
0.7% of revenue during the first nine months of 2001, compared to 2000. The
increase was primarily attributable to the addition of more Company line
drivers, an increase in insurance premiums and an overall increase in claims
expense. Also a charge of approximately $281,000, 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 salaries, wages and
benefits.
Purchased transportation decreased to 8.4% of revenues for the nine
months ended September 30, 2001 as compared to 9.2% for the same period in 2000.
A reduction of 0.8 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 decreased to 16.0% of operating
revenues for the nine months ended September 30, 2001 as compared to 16.4% for
the same period in 2000. The principal reason for the decline was the conversion
of two independent agent facilities to Company-operated service centers during
the fourth quarter of 2000.
Building rents decreased to 2.2% of revenue for the nine months ended
September 30, 2001 as compared to 2.7% for the same period of 2000. This
decrease was due primarily to payments during 2000 for leases of unused
facilities in Chicago, Illinois, Benicia, California and Boise, Idaho, which
have now terminated.
Total operating expenses decreased to 92.5% of operating revenues for
the nine months ended September 30, 2001 from 93.1% for the same period in 2000.
Net earnings, before the special charge of approximately $281,000 for
variable stock options, increased 22.5% to $4,926,000 ($0.76 per weighted
average diluted share) for the nine months ended September 30, 2001, compared to
$4,022,000 ($0.59 per weighted average diluted share) for the same period in
2000. After the charge of $281,000 for the treatment of variable options, net
earnings was reduced to $4,645,000 ($0.71 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 $14.5 million for the first nine months of 2001, compared to $11.4
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 $8.8 million during the
first nine months of 2001, compared to $7.2 million in the comparable period of
2000.
Net cash used in financing activities was $6.9 million for the nine
months ended September 30, 2001, compared to $5.2 million for the comparable
period of 2000. At September 30, 2001, total borrowings under long-term
obligations totaled approximately $1.2 million, compared to $8.1 million as of
September 30, 2000. The Company's long-term obligations as of September 30, 2001
consist of mortgages on two terminal facilities.
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 September 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 September 30, 2001 there
was no outstanding balance under this facility. The
10
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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 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. 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.
11
<Page>
PART II. OTHER INFORMATION
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.
12
<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: October 24, 2001
13