<PAGE> 1
================================================================================
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, 1999
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) 292-1111
(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 31, 1999, there were
6,925,040 outstanding shares of the Registrant's Common Stock, no par value.
================================================================================
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------ ------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 5,933,161 $ 7,514,654
Receivables 16,067,691 14,182,974
Prepaid expenses 1,838,798 2,630,416
Supplies inventory 388,128 459,711
Deferred income taxes 1,517,605 1,365,000
Income taxes receivable -- 622,648
------------ ------------
Total current assets 25,745,383 26,775,403
PROPERTY AND EQUIPMENT, AT COST 97,635,973 85,954,356
Less accumulated depreciation
and amortization (45,711,937) (40,560,113)
------------ ------------
51,924,036 45,394,243
OTHER ASSETS
Deferred charges 442,523 426,461
Unrecognized net pension obligation 63,861 63,861
------------ ------------
506,384 490,322
------------ ------------
$ 78,175,803 $ 72,659,968
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 3
MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
(unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term obligations $ 106,785 $ 99,990
Accounts payable 4,653,379 4,237,515
Accrued liabilities 5,846,730 5,021,286
Accrued claims 1,774,542 1,382,085
----------- -----------
Total current liabilities 12,381,436 10,740,876
LONG-TERM OBLIGATIONS, less current
maturities 6,308,951 5,389,852
DEFERRED INCOME TAXES 7,157,948 7,255,000
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 6,925,040 shares as
of September 30, 1999 and 6,987,820 shares as of
December 31, 1998 11,849,600 12,135,490
Retained earnings 40,477,868 37,138,750
----------- -----------
52,327,468 49,274,240
----------- -----------
$78,175,803 $72,659,968
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
---------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Operating revenues $ 32,614,188 $ 30,721,691 $ 93,698,035 $ 84,637,011
------------ ------------ ------------ ------------
Operating expenses
Salaries, wages and benefits 15,665,345 13,356,649 44,166,108 37,990,660
Operating supplies and expenses 5,516,079 4,079,255 15,127,093 11,502,372
Purchased transportation 3,759,924 4,942,967 12,184,655 13,281,088
Operating taxes and licenses 1,275,081 985,181 3,577,541 2,820,282
Insurance and claims 1,012,521 868,379 3,167,849 2,787,597
Depreciation and amortization 2,271,062 2,054,451 6,511,400 5,875,611
Communications and utilities 549,192 505,255 1,443,330 1,417,207
Building rents 775,426 626,313 2,140,161 1,692,672
------------ ------------ ------------ ------------
Total operating expenses 30,824,630 27,418,450 88,318,137 77,367,489
------------ ------------ ------------ ------------
Operating income 1,789,558 3,303,241 5,379,898 7,269,522
Other income (expense)
Interest expense (31,639) (35,406) (100,433) (142,425)
Other, net 86,653 57,931 220,092 238,699
------------ ------------ ------------ ------------
55,014 22,525 119,659 96,274
------------ ------------ ------------ ------------
Earnings before income taxes 1,844,572 3,325,766 5,499,557 7,365,796
Income taxes 724,299 1,302,369 2,160,441 2,865,339
------------ ------------ ------------ ------------
NET EARNINGS $ 1,120,273 $ 2,023,397 $ 3,339,116 $ 4,500,457
============ ============ ============ ============
Earnings per share: (note 2)
Basic $ 0.16 $ 0.29 $ 0.48 $ 0.64
Diluted $ 0.16 $ 0.29 $ 0.48 $ 0.64
Weighted-average shares outstanding:
Basic 6,925,040 6,990,000 6,942,855 6,990,000
Diluted 6,933,460 6,990,000 6,945,662 6,990,000
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine months ended
September 30,
-----------------------------
1999 1998
------------ ------------
(unaudited)
<S> <C> <C>
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities
Net earnings $ 3,339,116 $ 4,500,457
------------ ------------
Adjustments to reconcile net earnings to net
cash provided by operating activities
Depreciation and amortization 6,511,400 5,875,611
Provision for losses on trade
and other receivables 187,100 158,013
Gain on disposition of
property and equipment (122,785) (76,377)
Charge associated with stock issuance to
an officer 40,000 --
Deferred income taxes (249,657) 255,098
Changes in assets and liabilities
Receivables (2,071,816) (1,253,314)
Prepaid expenses 791,618 692,518
Supplies inventory 71,583 112,738
Income taxes receivable 683,693 683,033
Other assets (16,062) (75,466)
Accounts payable 415,864 (1,427,690)
Accrued liabilities and claims 1,139,416 2,227,399
------------ ------------
Total adjustments 7,380,353 7,171,563
------------ ------------
Net cash provided by operating
activities 10,719,469 11,672,020
------------ ------------
Cash flows from investing activities
Purchase of property and equipment (13,281,956) (8,847,108)
Proceeds from disposition of property
and equipment 363,550 344,041
Repurchase of shares (308,450)
------------ ------------
Net cash used in
investing activities (13,226,856) (8,503,067)
------------ ------------
</TABLE>
(Continued)
5
<PAGE> 6
MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
<TABLE>
<CAPTION>
Nine months ended
September 30,
---------------------------
1999 1998
----------- -----------
(unaudited)
<S> <C> <C>
Cash flows from financing activities
Proceeds from issuance of long-term
obligations 5,000,000 --
Principal payments on long-term
obligations (4,074,106) (5,067,940)
----------- -----------
Net cash provided by (used in)
financing activities 925,894 (5,067,940)
----------- -----------
Net decrease in
cash and cash equivalents (1,581,493) (1,898,987)
Cash and cash equivalents at beginning of period 7,514,654 8,616,702
----------- -----------
Cash and cash equivalents at end of period $ 5,933,161 $ 6,717,715
=========== ===========
Supplemental cash flow information
Cash paid during the period for
Interest $ 103,885 $ 145,010
Income taxes 1,490,150 801,864
</TABLE>
Noncash investing and financing activities
During the first quarter of 1999, in connection with shares issued per the
restricted stock agreement, 2,180 shares valued at $17,440 were withheld by the
Company as tax withholdings.
The accompanying notes are an integral part of these statements.
6
<PAGE> 7
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, 1998 which are included in
the Company's Annual Report on Form 10-K for such year (the "1998
10-K"). Results of operations for interim periods are not necessarily
indicative of annual results of operations. The consolidated balance
sheet at December 31, 1998 was extracted from the Company's audited
consolidated financial statements contained in the 1998 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,
------------------------ ------------------------
1999 1998 1999 1998
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Net earnings $1,120,273 2,023,397 $3,339,116 $4,500,457
Weighted-average shares outstanding - 6,925,040 6,990,000 6,942,855 6,990,000
basic
Effect of dilutive stock options 8,420 -- 2,807 --
Weighted-average shares outstanding -
diluted 6,933,460 6,990,000 6,945,662 6,990,000
</TABLE>
7
<PAGE> 8
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, 1998 (the "1998 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 Company's core service region. The Company's
core service region is the western United States, including Arizona, California,
Colorado, Idaho, New Mexico, Oregon, western 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.
In 1997, the Company initiated a program to establish market and
operations presence in several major business economic areas ("BEAs") outside of
the Company's core service region. Unlike more traditional inter-regional
expansion models, the Company only solicits tonnage from these markets moving
west into its core service region. The Company primarily utilizes third-party
truckload carriers to transport freight from these markets to its core service
region. The Company initiated this strategy of selling into the region will
improve lane, route and service center densities in its core service region
without requiring the Company to incur the costs associated with building an
inter-regional terminal network. The Company commenced operations at its first
BEA expansion facility in Dallas in October 1997. In April 1998, the Company
commenced operations at its second BEA expansion facility in Chicago.
During the second quarter of 1999, the Company carefully examined its
BEA operations in Chicago and Dallas. The Company's Dallas operation continues
to show positive growth and margin yield. The Company determined that the
Chicago operation, however, was not profitable, and would not produce acceptable
levels of profitability for the near or intermediate term. As a result, in mid
July 1999, the Company discontinued freight pick-up operations and closed its
service center in Chicago. A small percentage of the freight handled by the
Chicago operation continues to be handled by the Company at other existing
facilities. The Company currently has no immediate plans to open additional BEA
operations; however, the Company will continue to evaluate additional BEA
markets with the potential for success comparable to the Company's Dallas
operation. The Company intends to evaluate all available strategies for
obtaining tonnage from markets outside its core service region.
On August 1, 1999, the Company secured a service center in Fremont,
California. The Newark and Benicia, California service centers will be
consolidated into the larger Fremont service center. The Company believes this
consolidation will result in a reduction in line-haul expense and re-handling of
freight.
On August 1, 1999, the Company also converted its pick-up and delivery
operations in Boise and Twin Falls, Idaho from independent agencies to
Company-owned service centers. The Company expects that Company-owned service
centers in these locations will facilitate improved line-haul relay and freight
consolidation to and from the Northwest.
8
<PAGE> 9
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,
---------------- ----------------
1999 1998 1999 1998
----- ----- ----- -----
<S> <C> <C> <C> <C>
Operating revenues 100.0% 100.0% 100.0% 100.0%
Operating expenses
Salaries, wages and benefits 48.0 43.5 47.1 44.9
Operating supplies and expenses 16.9 13.4 16.1 13.6
Purchased transportation 11.5 16.1 13.0 15.7
Operating taxes and licenses 3.9 3.2 3.8 3.3
Insurance and claims 3.1 2.8 3.4 3.3
Depreciation and amortization 7.0 6.7 7.0 6.9
Communications and utilities 1.7 1.6 1.6 1.7
Building rents 2.4 2.0 2.3 2.0
----- ----- ----- -----
Total operating expenses 94.5 89.3 94.3 91.4
----- ----- ----- -----
Operating income 5.5 10.7 5.7 8.6
Other income (expense)
Interest expense (0.1) (0.1) (0.1) (0.2)
Other, net 0.3 0.2 0.2 0.3
----- ----- ----- -----
Earnings before income taxes 5.7 10.8 5.9 8.7
Income taxes 2.2 4.2 2.3 3.4
----- ----- ----- -----
Net earnings 3.5 6.6 3.6 5.3
===== ===== ===== =====
</TABLE>
Three Months Ended September 30, 1999 Compared to Three Months Ended September
30, 1998
Operating revenues increased 6.2% to $32.6 million for the three months
ended September 30, 1999, compared to $30.7 million for the same period in 1998.
The increase was primarily attributable to an increased volume of freight within
the Company's core service region. As discussed above, the Company discontinued
freight pick-up operations and closed its service center in Chicago in July
1999. As a result of this discontinued service, revenue from the Company's BEA
operations decreased $.5 million for the third quarter of 1999 compared to the
same period in 1998.
While revenue and total weight of shipments increased at a parallel rate
of 6.2% and 6.8%, respectively, during the third quarter of 1999, total
shipments increased by 11.2% to 263,100 compared to 236,500 for the third
quarter of 1998. This resulted in a corresponding decrease in revenue per
shipment of $5.60 to $122.60 from $128.20. Shipments under 500 lbs. increased by
15.2% to 134,900 during the third quarter of 1999 from 117,120 for the third
quarter of 1998. The larger number of smaller shipments resulted in a
deterioration of yield that affected the ratio of costs to revenue in all
expense categories for the third quarter of 1999. The Company has taken steps to
improve revenue quality. In addition to a general rate increase of 5.5% which
took effect on October 5, 1999, the Company has commenced an aggressive account
rationalization process designed to improve tonnage yield and profitability. The
Company has identified those accounts that are not meeting acceptable profit
margins, and has approached these customers with appropriate adjustments.
Revenues contributed by MCDS increased to approximately $1,097,000 for
the third quarter of 1999, compared to approximately $968,000 for the third
quarter of 1998. The increase was due primarily to the expansion of a contract
with one customer and the addition of several smaller customers.
As a percentage of operating revenues, salaries, wages and benefits
increased to 48.0% for the third quarter of 1999 from 43.5% for the third
quarter of 1998. This increase was due primarily to the reduced yield in revenue
as discussed above and increased staffing of full time employees with their
associated benefits. Additional line drivers
9
<PAGE> 10
were employed by the Company in the third quarter of 1999, compared to the third
quarter of 1998. During the third quarter of 1998, the Company utilized more
purchased transportation instead of employee-drivers.
Purchased transportation decreased to 11.5% of revenues for the three
months ended September 30, 1999 as compared to 16.1% for the same period in
1998. This was primarily caused by shifting costs from purchased transportation
to other expense categories such as payroll, operating expenses, operating taxes
and licenses and depreciation associated with having approximately 34 more
employee line drivers and 40 more line tractors during the third quarter of 1999
compared to the third quarter of 1998. The Company has increased its staff of
employee drivers in order to reduce overall costs and provide more reliable and
consistent service.
Total operating expenses increased to 94.5% of operating revenues for
the three months ended September 30, 1999 from 89.3% for the same period in
1998. This increase was primarily due to increased salaries, wages and benefits.
Increased fuel costs also contributed to higher operating expenses during the
third quarter. The Company implemented a fuel surcharge in mid-August that
should limit the impact of fuel costs in future periods.
Net earnings decreased 44.6% to $1,120,000 for the three months ended
September 30, 1999, compared to net earnings of $2,023,000 for the same period
in 1998. Net earnings per share decreased $0.13 to $0.16 for the third quarter
of 1999, compared to net earnings per share of $.29 for the third quarter of
1998, based on weighted average diluted shares outstanding of 6,933,460 and
6,990,000, respectively.
Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30,
1998
Operating revenues increased 10.7% to $93.7 million for the nine months
ended September 30, 1999, compared to $84.6 million for the same period in 1998.
The increase was attributable to an increased volume of freight within the
Company's core service region, as well as freight from the Company's BEA
operations. The number of shipments during the nine months ended September 30,
1999 increased by 15.7% to 759,400, compared to 656,600 for the same period in
1998. As described above, a larger number of smaller shipments has resulted in a
deterioration of yield that affected the ratio of costs to revenue in all
expense categories, particularly in the third quarter of 1999.
Revenues contributed by MCDS increased to approximately $2,875,000 for
the nine months ended September 30, 1999 from approximately $2,036,000 for the
same period in 1998. The increase was due primarily to the expansion of a
contract with one customer and the addition of several smaller customers.
As a percentage of operating revenues, salaries, wages and benefits
increased to 47.1% for the nine months ended September 30, 1999 from 44.9% for
the same period of 1998. This increase was due primarily to increased staffing
of full time employees with their associated benefits. This included staffing of
the Company's BEA expansion facility in Chicago and a new service center in
Benecia, California. Also, additional line drivers were employed by the Company
in the first nine months of 1999, compared to the first nine months of 1998.
During the first nine months of 1998, the Company utilized more purchased
transportation instead of employee-drivers.
Purchased transportation decreased to 13.0% of revenues for the nine
months ended September 30, 1999 as compared to 15.7% for the same period in
1998. This was primarily caused by shifting costs from purchased transportation
to other expense categories such as payroll, operating expenses, operating taxes
and licenses, and depreciation associated with having an average of
approximately 30 more employee line drivers during the first nine months of 1999
compared to the first nine months of 1998. The Company has increased its staff
of employee drivers in order to reduce overall costs and provide more reliable
and consistent service.
Total operating expenses increased to 94.3% of operating revenues for
the nine months ended September 30, 1999 from 91.4% for the same period in 1998.
This increase was primarily due to increased salaries, wages and benefits.
Increased fuel costs also contributed to higher operating expenses for the nine
months ended September 30, 1999. The Company implemented a fuel surcharge in
mid-August that should limit the impact of fuel costs in future periods.
Net earnings decreased 25.8% to $3,339,000 for the nine months ended
September 30, 1999, compared to net earnings of $4,500,000 for the same period
in 1998. Net earnings per share decreased $0.16 to $0.48 for the nine months
10
<PAGE> 11
ended September 30, 1999 compared to net earnings per share of $.64 for the same
period in 1998, based on weighted average diluted shares outstanding of
6,945,662 and 6,990,000, respectively.
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 $10.7 million for the first nine months of 1999 compared to $11.7
million for the corresponding period in 1998. Net cash provided by operating
activities is primarily attributable to the Company's earnings before
depreciation and amortization expense.
Capital expenditures totaled approximately $12.9 million during the
first nine months of 1999 compared to $8.5 million in the comparable period of
1998. Capital expenditures for real property and improvements to terminal
facilities totaled $5.8 million for the nine months ended September 30, 1999,
compared to $1.4 million for the same period in 1999.
Net cash provided by financing activities was $0.9 million for the nine
months ended September 30, 1999 compared to $5.1 million used in financing
activities for the comparable period of 1998. At September 30, 1999, total
borrowings under long-term obligations totaled approximately $6.3 million.
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, 1999, 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 strategic purposes. As of September 30, 1999, there was
$5 million outstanding under this facility as a long-term obligation.
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.
During the first quarter of 1999, the Company announced a share
repurchase program. The Board of Directors of the Company authorized the
repurchase of up to 700,000 shares. As of September 30, 1999, a total of 60,600
shares had been repurchased by the Company for approximately $308,000. No shares
were purchased during the third quarter.
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.
THE YEAR 2000 ISSUE
The Company utilizes computer hardware and software in its operations.
Certain computer applications could fail or create erroneous results due to the
upcoming change in the century (the "Year 2000 Issue"). The Company has
performed an analysis and has implemented procedures to address the Year 2000
Issue. The Company regularly upgrades its computer hardware and believes that it
will not incur any additional expenses to modify computer hardware due to the
Year 2000 Issue. In addition, the Company has received commitments from software
vendors that will allow the Company to upgrade third-party software programs
with minimal expense to the Company. The Company anticipates, however, that it
will incur expenses of approximately $100,000 to upgrade and test certain
proprietary software developed for the Company. As of September 30, 1999, almost
all of these expenses had been incurred. The Company has completed the
modification of its proprietary software and has completed the testing for such
software.
11
<PAGE> 12
The Company is also contacting vendors and customers to determine the
extent to which the Company may be vulnerable to third party year 2000 issues.
It is not possible at this time to quantify the amount of business that might be
lost or the costs that could be incurred by the Company as a result of the
Company's significant customers' and suppliers' failure to remediate their Year
2000 issues. The Company will establish, where needed, contingency plans based
on testing experience and responses from significant customers and suppliers.
Based upon current information, the Company believes that all hardware
and software modifications necessary to operate and effectively manage the
Company will be performed by the year 2000 and that related costs will not have
a material impact on the results of operations, cash flow, or financial
condition of the Company. There can be no assurances, however, that management's
estimates and evaluations will prove to be accurate, and actual results could
differ materially from those anticipated. Factors which might cause material
changes include, but are not limited to, the availability of Year 2000
personnel, the readiness of third parties and the Company's ability to respond
to unforeseen Year 2000 complications.
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 1998 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.
12
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed with this report.
27 Financial Data Schedule
(b) No report on Form 8-K was filed during the quarter for which this
report is filed.
13
<PAGE> 14
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: November 12, 1999
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE BODY OF THE ACCOMPANYING FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1999
<CASH> 5,933
<SECURITIES> 0
<RECEIVABLES> 16,068
<ALLOWANCES> 0
<INVENTORY> 388
<CURRENT-ASSETS> 25,745
<PP&E> 97,636
<DEPRECIATION> 45,712
<TOTAL-ASSETS> 78,176
<CURRENT-LIABILITIES> 12,381
<BONDS> 0
0
0
<COMMON> 11,850
<OTHER-SE> 40,478
<TOTAL-LIABILITY-AND-EQUITY> 78,176
<SALES> 93,698
<TOTAL-REVENUES> 93,698
<CGS> 0
<TOTAL-COSTS> 88,318
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 100
<INCOME-PRETAX> 5,500
<INCOME-TAX> 2,160
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,339
<EPS-BASIC> 0.48
<EPS-DILUTED> 0.48
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