<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, 2000
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 July 31, 2000, there were
6,730,840 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
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---------------------- ------------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,793,139 $ 5,508,809
Receivables 15,719,245 16,570,062
Prepaid expenses 2,061,856 2,720,084
Supplies inventory 503,526 568,430
Deferred income taxes 1,723,000 1,723,000
------------------ ----------------
Total current assets 21,800,766 27,090,385
PROPERTY AND EQUIPMENT, AT COST 100,452,220 99,459,949
Less accumulated depreciation 49,106,915 46,644,471
and amortization
------------------ ----------------
51,345,305 52,815,478
Other assets
Notes receivable 1,164,395 -
Deferred charges 507,221 606,250
Unrecognized net pension obligation 58,071 58,071
------------------ ----------------
1,729,687 664,321
------------------ ----------------
$ 74,875,758 $ 80,570,184
================== ================
</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>
June 30, December 31,
2000 1999
------------- ---------------
(unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term obligations $ 114,097 $ 109,151
Accounts payable 2,188,386 3,361,660
Accrued liabilities 6,892,961 6,323,095
Accrued income taxes 698,903 119,931
Accrued claims 1,450,242 1,727,391
--------------- ----------------
Total current liabilities 11,344,589 11,641,228
LONG-TERM OBLIGATIONS, less current 1,222,375 8,020,523
maturities
DEFERRED INCOME TAXES 7,265,109 7,267,000
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
6,730,840 shares as of June 30, 2000 and 6,925,040 shares as of
December 31, 1999 10,944,713 11,849,600
Retained earnings 44,098,972 41,791,833
--------------- ----------------
55,043,685 53,641,433
--------------- ----------------
$ 74,875,758 $ 80,570,184
=============== ================
</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 Six months ended
June 30, June 30,
---------------------------------- -------------------------------------
2000 1999 2000 1999
--------------- ---------------- ----------------- -----------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Operating revenues $ 31,773,871 $ 32,353,017 $ 62,156,770 $ 61,083,847
--------------- ---------------- ----------------- -----------------
Operating expenses
Salaries, wages and benefits 15,497,015 14,570,117 30,971,378 28,500,763
Operating supplies and expenses 5,122,014 5,303,965 10,090,944 9,611,014
Purchased transportation 2,958,161 4,353,263 5,849,218 8,424,731
Operating taxes and licenses 1,261,093 1,245,292 2,416,667 2,302,460
Insurance and claims 774,307 1,180,152 1,751,513 2,155,328
Depreciation and amortization 2,179,192 2,155,829 4,496,584 4,240,338
Communications and utilities 481,638 461,164 1,018,048 894,138
Building rents 863,711 685,503 1,726,273 1,364,735
Gain on Sale of Equipment (38,155) (58,266) (89,867) (59,381)
Other Non-recurring Expense - - 102,596 -
--------------- ---------------- ----------------- -----------------
Total operating expenses 29,098,976 29,897,019 58,333,354 57,434,126
--------------- ---------------- ----------------- -----------------
Operating income 2,674,895 2,455,998 3,823,416 3,649,721
Other income (expense)
Interest expense (33,847) (32,177) (88,327) (68,794)
Other, net 35,785 40,959 50,881 74,058
--------------- ---------------- ----------------- -----------------
1,938 8,782 (37,446) 5,264
--------------- ---------------- ----------------- -----------------
Earnings before income taxes 2,676,833 2,464,780 3,785,970 3,654,985
Income taxes 1,041,705 967,142 1,478,831 1,436,142
--------------- ---------------- ----------------- -----------------
NET EARNINGS $ 1,635,128 $ 1,497,638 $ 2,307,139 $ 2,218,843
=============== ================ ================= =================
Earnings per share: (note 2)
Basic $ 0.24 0.22 0.34 0.32
Diluted 0.24 0.22 0.34 0.32
=============== ================ ================= =================
Weighted-average shares outstanding:
Basic 6,781,884 6,925,040 6,835,204 6,951,911
Diluted 6,783,741 6,925,040 6,836,229 6,951,911
=============== ================ ================= =================
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six months ended
June 30,
----------------------------------
2000 1999
---------------- ---------------
(unaudited)
<S> <C> <C>
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities
Net earnings $ 2,307,139 $ 2,218,843
---------------- ----------------
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation and amortization 4,496,585 4,240,388
Provision for losses on trade
and other receivables 126,500 121,100
Gain on disposition of property and equipment (89,866) (59,382)
Deferred income taxes (1,891) (247,721)
Charge associated with stock issuance to an officer 23,750 40,000
Changes in assets and liabilities
Receivables 724,318 (451,077)
Prepaid expenses 658,228 538,192
Supplies inventory 64,904 65,309
Income taxes 578,972 1,691,036
Deferred charges 99,028 (8,457)
Accounts payable (1,173,365) 39,759
Accrued liabilities and claims 290,532 1,064,906
---------------- ----------------
Total adjustments 5,797,695 7,034,003
---------------- ----------------
Net cash provided by operating activities 8,104,834 9,252,846
---------------- ----------------
Cash flows from investing activities
Purchase of property and equipment (3,301,895) (8,809,915)
Proceeds from disposition of property and equipment 365,351 85,050
Notes Receivable (1,164,395) -
---------------- ----------------
Net cash used in
investing activities (4,100,939) (8,724,865)
---------------- ----------------
</TABLE>
(Continued)
5
<PAGE>
MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
<TABLE>
<CAPTION>
Six months ended
June 30,
----------------------------------
2000 1999
--------------- ----------------
(unaudited)
<S> <C> <C>
Cash flows from financing activities
Principal payments on long-term
obligations (6,793,203) (4,048,900)
Repurchase of shares (928,638) (308,450)
--------------- ----------------
Net cash used in financing activities (7,721,841) (4,357,350)
--------------- ----------------
Net decrease in
cash and cash equivalents (3,717,946) (3,829,369)
Cash and cash equivalents at beginning of period 5,508,809 7,514,654
--------------- ----------------
Cash and cash equivalents at end of period $ 1,790,863 $ 3,685,285
=============== ================
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for
Interest $ 85,244 $ 29,177
Income taxes 904,250 16,500
</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>
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,
1999 which are included in the Company's Annual Report on Form 10-K for
such year (the "1999 10-K"). Results of operations for interim periods
are not necessarily indicative of annual results of operations. The
consolidated balance sheet at December 31, 1999, was extracted from the
Company's audited consolidated financial statements contained in the
1999 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 Six months ended
June 30, June 30,
--------------------------------- ------------------------------------
2000 1999 2000 1999
--------------- --------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Net earnings $ 1,635,128 $ 1,497,638 $ 2,307,139 $ 2,218,843
Weighted-average shares outstanding - basic 6,781,884 6,925,040 6,835,204 6,951,911
Effect of dilutive stock options 1,857 - 1,025 -
Weighted-average shares outstanding - assuming
dilution 6,783,741 6,925,040 6,836,229 6,951,911
</TABLE>
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, 1999 (the "1999 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 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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- ------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating revenues 100.0% 100.0% 100.0% 100.0%
Operating expenses
Salaries, wages and benefits 48.8 45.0 49.8 46.7
Operating supplies and expenses 16.1 16.4 16.2 15.7
Purchased transportation 9.3 13.4 9.4 13.8
Operating taxes and licenses 4.0 3.9 3.9 3.8
Insurance and claims 2.4 3.7 2.8 3.5
Depreciation and amortization 6.9 6.7 7.2 6.9
Communications and utilities 1.5 1.4 1.7 1.5
Building rents 2.7 2.1 2.8 2.2
Gain on sale of equipment (0.1) (0.2) (0.1) (0.1)
Other non-recurring expenses - - 0.2 -
------- ------- ------- -------
Total operating expenses 91.6 92.4 93.9 94.0
------- ------- ------- -------
Operating income 8.4 7.6 6.1 6.0
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 8.4 7.6 6.1 6.0
Income taxes 3.3 3.0 2.4 2.4
------- ------- ------- -------
Net earnings 5.1 4.6 3.7 3.6
======= ======= ======= =======
</TABLE>
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
Operating revenues decreased 1.8% to $31.8 million for the three
months ended June 30, 2000, compared to $32.4 million for the same period in
1999. The decrease was primarily attributable to the account rationalization
program that was implemented during the fourth quarter of 1999, pursuant to
which the Company discontinued the
8
<PAGE>
handling of freight for a number of accounts that did not meet acceptable
yield levels. In addition, the second quarter of 1999 included approximately
$1.5 million of revenue from the Company's Chicago facility, which was
subsequently closed during the third quarter of 1999. The number of shipments
during the second quarter of 2000 decreased by 6.8% to 243,300 compared to
261,100 for the second quarter of 1999.
Revenues contributed by MCDS increased to $1,114,000 for the second
quarter of 2000, compared to $929,000 for the second quarter of 1999. The
increase was due primarily to increased volume with one customer.
As a percentage of operating revenues, salaries, wages and benefits
increased to 48.8% for the second quarter of 2000 from 45.0% for the second
quarter of 1999. This 3.8% increase 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. The increased salaries, wages and
benefits for the second quarter of 2000 also reflect an increase in the total
number of service center personnel resulting from the conversion of one
independent agent facility to a Company owned service center.
Purchased transportation decreased to 9.3% of revenues for the three
months ended June 30, 2000 as compared to 13.4% for the same period in 1999.
This 4.1% reduction was the result of replacing 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, depreciation, licenses and
taxes.
Operating supplies and expenses decreased to 16.1% of operating
revenues for the quarter ended June 30, 2000 compared to 16.4% for the same
period in 1999. The additional costs associated with the increased price of
fuel represented approximately 1.2% of revenue for 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. Operating supplies and
expenses were reduced in various categories during the second quarter of
2000. The most significant decrease in operating supplies and expenses
resulted from a decrease in commissions to agents due to the conversion of
one independent agent facility to a Company owned service center during the
second half of 1999.
Insurance and claims expense decreased to 2.4% of revenue for the
second quarter 2000 compared to 3.7% for the same quarter 1999. This was
attributable to reduced expenses associated with self insured liability and
cargo claims. Frequency of accidents per million miles was reduced to 4.2
from 6.3 for the second quarter of 2000 and 1999 respectively.
Building rents increased to 2.7% of revenue for the second quarter
of 2000 as compared to 2.1% for the same quarter of 1999. This increase was
due primarily to lease payments for additional facilities in Fremont,
California and Boise, Idaho, as well as continuing lease payments on unused
facilities in Chicago, Illinois, Benicia, California and Boise, Idaho.
Total operating expenses decreased to 91.6% of operating revenues
for the three months ended June 30, 2000 from 92.4% for the same period in
1999.
Net earnings increased 9.2% to $1,635,000 for the three months ended
June 30, 2000, compared to $1,498,000 for the same period in 1999. Net
earnings per weighted average diluted share outstanding increased $0.02 to
$0.24 for the second quarter of 2000, compared to net earnings per weighted
average diluted share of $0.22 for the second quarter of 1999.
9
<PAGE>
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
Operating revenues increased 1.8% to $62.2 million for the six
months ended June 30, 2000, compared to $61.1 million for the same period in
1999. The increase was attributable an improved yield due to increased rates
and a reduction in lower yield freight as a percentage of total tonnage as a
result of the Company's account rationalization and the closure of the
Chicago facility in the third quarter of 1999. The number of shipments during
the six months ended June 30, 2000, decreased by 4.2% to 475,700, compared to
496,300 for the same period in 1999.
Revenues for MCDS increased to $2,207,000 for the six months ended
June 30, 2000, from $1,779,000 for the same period in 1999. The increase was
due primarily to increased volume with one customer.
As a percentage of operating revenues, salaries, wages and benefits
increased to 49.8% for the six months ended June 30, 2000, from 46.7% for the
same period of 1999. This 3.1% increase 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. The increased salaries, wages and
benefits for the second quarter of 2000 also reflect an increase in the total
number of service center personnel resulting from the conversion of one
independent agent facility to the Company owned service center.
Purchased transportation decreased to 9.4% of revenues for the six
months ended June 30, 2000, as compared to 13.8% for the same period in 1999.
This 4.4% reduction was the result of replacing 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, depreciation, licenses and
taxes.
Operating supplies and expenses increased to 16.2% of operating
revenues for the six months ended June 30, 2000, compared to 15.7% for the
same period in 1999. The additional costs associated with the increased price
of fuel represented approximately 1.6% of revenue for the six months ended
June 30, 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.
Other categories within operating supplies and expenses have decreased. The
most significant decrease was a result of reduced commissions paid to agents
due to the conversion of one independent agent facility to a Company owned
service center during the second half of 1999.
Building rents increased to 2.8% of revenue for the six months ended
June 30, 2000, as compared to 2.2% for the same period of 1999. This increase
was due primarily to lease payments for additional facilities in Fremont,
California and Boise, Idaho, as well as continuing lease payments on unused
facilities in Chicago, Illinois, Benicia, California and Boise, Idaho.
Total operating expenses decreased to 93.9% of operating revenues
for the six months ended June 30, 2000, from 94.0% for the same period in
1999.
Net earnings increased 4.0% to $2,307,000 for the six months ended
June 30, 2000, compared to $2,219,000 for the same period in 1999. Net
earnings per share increased $0.02 to $0.34 for the six months ended June 30,
2000, compared to net earnings per share of $0.32 for the same period in 1999.
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 $8.1 million for the first six months of 2000 compared to $9.3
million for the corresponding period in 1999. Net cash provided by operating
activities is primarily attributable to the Company's earnings before
depreciation and amortization expense.
10
<PAGE>
Capital expenditures and a note receivable associated with future
capital expenditures totaled approximately $4.1 million during the first six
months of 2000 compared to $8.8 million in the comparable period of 1999. The
decrease in capital expenditures was primarily due to reduced spending on
land and buildings.
Net cash used in financing activities was $7.7 million for the six
months ended June 30, 2000 compared to $4.4 million for the comparable period
of 1999. At June 30, 2000, total borrowings under long-term obligations
totaled approximately $1.2 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 June 30, 2000, 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 June 30, 2000,
there was a zero outstanding balance under this facility.
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.
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
11
<PAGE>
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 1999 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.
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 14,
2000. 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
---- --------- --------------
<S> <C> <C>
Harold R. Tate 6,196,236 74,700
Marshall L. Tate 6,196,236 74,700
Marvin L. Friedland 6,196,236 74,700
Robert Anderson 6,196,236 74,700
James Clayburn LaForce, Jr. 6,196,236 74,700
</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, 2000 was
ratified by the shareholders as follows:
<TABLE>
<S> <C>
Votes For: 6,193,336
Votes Against: 77,600
Abstentions: 0
Broker Non-Votes: 0
</TABLE>
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.
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: August 11, 2000
13
<PAGE>
INDEX TO EXHIBITS
Exhibits
27 Financial Data Schedule.
14
