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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended July 31, 2007
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
Commission file number: 000-21057
DYNAMEX INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State of incorporation)
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86-0712225
(I.R.S. Employer Identification No.) |
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5429 LBJ Freeway, Suite 1000, Dallas, Texas
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75240 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code:
(214) 560-9000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act.
Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o
No þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
The aggregate market value of the voting stock held by non-affiliates of the registrant on
January 31, 2007 was approximately $258,956,102.
The number of shares of the registrants common stock, $.01 par value, outstanding as of
October 10, 2007 was 10,203,423 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the information required in Part III of the Form 10-K have been incorporated by
reference to the Registrants definitive Proxy Statement on Schedule 14-A to be filed with the
Commission.
PART I
Statements and information presented within this Annual Report on Form 10-K for Dynamex Inc.
(the Company and Dynamex) contain forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be
identified by the use of predictive, future tense or forward-looking terminology, such as
believes, anticipates, expects, estimates, may, will or similar terms. Forward-looking
statements also include projections of financial performance, statements regarding managements
plans and objectives and statements concerning any assumptions relating to the foregoing. Certain
important factors which may cause actual results to vary materially from these forward-looking
statements accompany such statements and appear elsewhere in this report, including without
limitation, the factors disclosed under Risk Factors. All subsequent written or oral
forward-looking statements attributable to the Company or persons acting on its behalf are
expressly qualified by these factors.
ITEM 1. BUSINESS
General
Dynamex is a leading provider of same-day delivery and logistics services in the United States
and Canada. The Company was organized under the laws of Delaware in 1992 as Parcelway Systems
Holding Corp. and changed its name to Dynamex Inc. in 1995. Through its network of business
centers, the Company provides same-day, on-demand, door-to-door delivery services utilizing its
ground couriers. For many of its inter-city deliveries, the Company uses third party air or motor
carriers in conjunction with its ground couriers to provide same-day service. In addition to
on-demand delivery services, the Company offers local and regional distribution services, which
encompass recurring, often daily, point-to-point deliveries or multiple destination deliveries that
often require intermediate handling. The Company also offers outsourcing services as well as fleet
and facilities management services. These services include designing and managing systems to
maximize efficiencies in transporting, sorting and delivering customers products on a local and
multi-city basis. With its fleet management service, the Company manages and may provide a fleet
of dedicated vehicles at single or multiple customer sites. The Companys on-demand delivery
capabilities are available to supplement scheduled distribution arrangements or dedicated fleets as
needed. Facilities management services include the Companys operation and management of
customers mailrooms. In Fiscal Year (FY) 2006, the Company began to license its technology and
certain business processes primarily to small, privately held same-day transportation companies in
order to increase market share, penetrate new markets and increase operational efficiencies.
Industry Overview
The delivery and logistics industry is large, highly fragmented and growing. The industry is
composed primarily of same-day, next-day and second-day service providers. The Company primarily
services the same-day, intra-city delivery market. The same-day delivery and logistics industry in
the United States and Canada consists of several thousand small, independent businesses serving
local markets and a small number of multi-location regional or national operators. Relative to
smaller operators in the industry, the Company believes that national operators such as the Company
benefit from several competitive advantages including: national brand identity, professional
management, the ability to service accounts on a multi-market basis and centralized administrative
and management information systems.
Management believes that the same-day delivery segment of the transportation industry is
benefiting from several trends. For example, the trend toward outsourcing has resulted in numerous
shippers turning to third party providers for a range of services including same-day delivery and
management of in-house distribution. Many businesses that outsource their distribution
requirements prefer to purchase such services from one source that can service multiple cities,
thereby decreasing the number of vendors from which they purchase services. Additionally, the
growth of just-in-time inventory practices designed to reduce inventory-carrying costs has
increased the demand for the same-day delivery of such inventory. Technological developments such
as e-mail and facsimile have increased the pace of business and other transactions, thereby
increasing demand for the same-day delivery of a wide array of items, ranging from voluminous
documents to critical manufacturing parts and medical devices. Consequently, there has been
increased demand for the same-day transportation of items that are not suitable for fax
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or electronic transmission, but for which there is an immediate need.
Business Strategy
The Company intends to expand its operations in the U.S. and Canada to capitalize on the
demand of local, regional and national businesses for innovative same-day transportation solutions.
The key elements of the Companys business strategy are as follows:
Focus on Primary Services. The Company operates in one reportable business segment, same day
delivery services, with three primary service offerings: (i) same-day, point-to-point on-demand
delivery services, (ii) same-day local and regional distribution services and (iii) outsourcing
services such as fleet management and facilities management. The Company focuses its same-day
on-demand delivery business on transporting non-faxable, time sensitive items throughout
metropolitan areas. By delivering items of greater weight over longer distances and providing
value added on-demand services such as non-technical swap-out of failed equipment, the Company
expects to raise the yield per delivery relative to the yield generated by delivering documents
within a central business district. Additionally, these value added services are generally less
vulnerable to price competition than traditional on-demand delivery services. Also, the Company
intends to capitalize on the market trend towards outsourcing transportation requirements by
concentrating its logistics services in same-day local and regional distribution and fleet
management. The delivery transactions in a fleet management and distribution program are recurring
in nature, thus creating the potential for long-term customer relationships.
Target National, Regional and Local Accounts. The Companys national account managers focus
on acquiring and maintaining national, regional and local accounts. The Company anticipates that
its (i) existing multi-city network of locations combined with its network of franchisees and
service partners, (ii) ability to offer value added services such as fleet management to complement
its basic same-day delivery services and (iii) experienced, operations oriented management team and
sales force, will create further opportunities with many of its existing customers and attract new
national, regional and local accounts.
Create Strategic Alliances. By forming alliances with strategic partners that offer services
that complement those of the Company, the Company and its partner can jointly market their
services, thereby accessing one anothers customer base and providing such customers with a broader
range of value added services. For example, the Company has formed an alliance with Purolator
whereby on an exclusive basis the Company and Purolator provide one another with certain delivery
services and market one anothers delivery services to their respective customers. Purolator
reports that it is the largest overnight courier in Canada. See Sales and Marketing.
License Technology and Business Practices. Over the last ten years, the Company has developed
industry leading proprietary software and has documented its business processes and practices. In
fiscal year 2006, the Company began to franchise its technology and certain business processes to
smaller, privately-owned industry participants in order to increase and solidify market share in
existing markets, expand to and penetrate new markets, and increase operational efficiencies and
decrease operational costs. At the end of our 2007 fiscal year, we had signed agreements with
franchisees that cover 35 markets in various locations in the U.S. and Canada.
Services
The Company capitalizes on its routing, dispatch and vehicle and personnel management
expertise developed in the ground courier business to provide its customers with a broad range of
value added, same-day distribution services. By creating innovative applications of its core
services, the Company intends to expand the market for its distribution services and increase the
yield per service provided.
Same-Day On-Demand Delivery. The Company provides same-day, intra-city on-demand delivery
services whereby Company messengers or drivers respond to a customers request for immediate
pick-up and delivery. The Company also provides same-day inter-city delivery services by utilizing
third-party air or motor carriers in conjunction with the Companys ground couriers. The Company
focuses on the delivery of non-faxable, time sensitive items throughout major metropolitan areas
rather than traditional downtown document delivery. For the fiscal years ended July 31, 2007, 2006
and 2005, approximately 33%, 38%, and 39% respectively, of the Companys sales were generated from
same-day on-demand delivery services.
Same-Day Local and Regional Distribution. The Company provides same-day scheduled local and
regional
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distribution services that include regularly scheduled deliveries made on a point-to-point
basis and deliveries that may require intermediate handling, routing or sorting of items to be delivered to multiple
locations. The Companys on-demand delivery capabilities are available to supplement scheduled
services as needed. A bulk shipment may be received at the Companys warehouse where it is
sub-divided into smaller bundles and sorted for delivery to specified locations. Same-day
scheduled distribution services are provided on both a local and multi-city basis. For example, in
Ontario Canada, the Company services the scheduled distribution requirements of a consortium of
commercial banks. These banks require regular pick-up of non-negotiable materials that are then
delivered by the Company on an intra- and inter-city basis. For the fiscal years ended July 31,
2007, 2006 and 2005, approximately 35%, 30%, and 30%, respectively, of the Companys sales were
generated from same-day scheduled distribution services.
Outsourcing Services. The Companys outsourcing services include fleet management and
mailroom or other facilities management, such as maintenance of call centers for inventory tracking
and delivery. With its outsourcing services, the Company is able to apply its same-day delivery
capability and logistics experience to design and manage efficient delivery systems for its
customers. The outsourcing service offerings can expand or contract depending on the customers
needs. Management believes that the outsourcing trend has resulted in many customers increasing
their use of third-party providers for a variety of delivery services.
The largest component of the Companys outsourcing services is fleet management. With its
fleet management service, the Company provides transportation services primarily for customers that
previously managed such operations in-house. This service is generally provided with a fleet of
dedicated vehicles that can range from passenger cars to tractor-trailers (or any combination) and
may display the customers logo and colors. In addition, the Companys on-demand delivery
capability may supplement the dedicated fleet as necessary, thereby allowing a smaller dedicated
fleet to be maintained than would otherwise be required. The Companys fleet management services
include designing and managing systems to maximize efficiencies in transporting, sorting and
delivering customers products on a local and multi-city basis. Because the Company does not own
delivery vehicles, but instead contracts with drivers who do, the Companys fleet management
solutions are not limited by the Companys need to utilize its own fleet.
By outsourcing their fleet management, the Companys customers (i) utilize the Companys
distribution and route optimization experience to deliver their products more efficiently, (ii)
gain the flexibility to expand or contract fleet size as necessary, and (iii) reduce the costs and
administrative burden associated with owning or leasing vehicles and hiring and managing
transportation employees. For the fiscal years ended July 31, 2007, 2006 and 2005, approximately
32%, 32% and 31%, respectively, of the Companys sales were generated from fleet management and
other outsourcing services.
While the volume of individual services provided varies significantly between locations, each
of the Companys business centers generally offers the same core services. Factors that impact
business mix include customer base, competition, geographic characteristics, available labor and
general economic environment. The Company can bundle its various delivery and logistics services
to create customized distribution solutions and, by doing so, seeks to become the single source for
its customers distribution needs.
Operations
The Companys operations are divided into regions, six U.S. and four Canadian, with each of
the Companys approximately 48 business centers assigned to the appropriate region. Business
center operations are locally managed with regional and national oversight and support provided as
necessary. A business center manager is assigned to each business center and is accountable for
all aspects of such business center operations including its profitability. Each business center
manager reports to a regional manager with similar responsibilities for all business centers within
his region. Certain administrative and marketing functions may be centralized for multiple
business centers in a given city or region. Dynamex believes that the strong operational and sales
and marketing background of its senior management is important to building brand identity
throughout the United States and Canada while simultaneously overseeing and encouraging individual
managers to be successful in their local markets.
Same-Day On-Demand Delivery. Most business centers have operations staffed by dispatchers, as
well as customer service representatives and operations personnel. Incoming calls are received by
trained customer service representatives who utilize computer systems to provide the customer with
a job-specific price quote and to transmit
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the order to the appropriate dispatch location. All of
the Companys clients have access to a web-based electronic data interface to enter dispatch requirements, make inquiries and receive billing information.
A dispatcher coordinates shipments for delivery within a specific time frame. Shipments are
routed according to the type and weight of the shipment, the geographic distance between the origin
and destination, and the time allotted for the delivery. Coordination and deployment of delivery
personnel for on-demand deliveries is accomplished either through communications systems linked to
the Companys computers, through pagers or by two-way communication devices.
Same-Day Local and Regional Distribution. A dispatcher manages the delivery flow by
coordinating the scheduled deliveries with available drivers. In many cases, certain drivers will
handle a designated group of scheduled routes on a recurring basis. Any intermediate handling
required for a scheduled distribution is conducted at the Companys warehouse or the customers
facility.
Outsourcing Services. The largest component of the Companys outsourcing services is its
fleet management. Fleet management services are coordinated by the Companys logistics specialists
who have experience in designing, implementing and managing integrated networks for transportation
services. Based upon the specialists analysis of a customers fleet and distribution
requirements, the Company develops a plan to optimize fleet configuration and route design. The
Company provides the vehicles and drivers necessary to implement the fleet management plan. Such
vehicles and drivers are generally dedicated to a particular customer and may display the
customers name and logo on its vehicles. The Company can supplement these dedicated vehicles and
drivers with its on-demand capability as necessary.
Prices for the Companys services are determined at the local level based on the distance,
weight and time-sensitivity of a particular delivery. The Company generally enters into customer
contracts for local and regional distribution, and fleet and facilities management, which are
generally terminable by such customer upon notice generally ranging from 30 to 90 days. The
Company does not typically enter into contracts with its customers for on-demand delivery services.
Substantially all of the Dynamex drivers are independent contractor owner-operators who
provide their own vehicles, pay all expenses of operating their vehicles and receive a percentage
of the delivery charge as compensation. Management believes that this creates a higher degree of
responsiveness on the part of its drivers as well as significantly lowering the capital required to
operate the business and reduces the Companys fixed costs.
Sales and Marketing
The Company markets its services through a sales force comprised of national and local sales
representatives and telemarketers. The total sales force including management, strategic
relationships, business development and administrative support totaled 105 persons at July 31,
2007. The Companys national sales force, comprised of 23 persons, focus on regional and national
customers who can utilize its services on a multi-market basis. Sixty-two local employee sales
representatives target business opportunities in their local market, and seven specialized sales
representatives contact existing customers to assess customer satisfaction and requirements. The
Companys sales force will seek to generate additional business from existing local accounts, which
often include large companies with multiple locations. The expansion of the Companys national
sales program and continuing investment in technology to support its expanding operations have been
undertaken at a time when large companies are increasing their demand for delivery providers who
offer a range of delivery services at multiple locations.
The Companys local sales representatives make regular calls on existing and potential
customers to identify such customers delivery and logistics needs. The Companys national product
and industry specialists augment the local marketing efforts and seek new applications of the
Companys primary services in an effort to expand the demand for such services. Customer service
representatives on the local and national levels regularly communicate with customers to monitor
the quality of services and to quickly respond to customer concerns. The Company maintains a
database of its customers service utilization patterns and satisfaction level. This database is
used to analyze opportunities and conduct performance audits.
Fostering strategic alliances with customers who offer services that complement those of the
Company is an important component of the Companys marketing strategy. For example, under an
agreement with Purolator, the Company serves as Purolators exclusive provider of same-day courier
services, which services are then marketed by Purolator to its customers. The Company also
provides Purolator with local and inter-city, same-day ground courier
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service for misdirected
Purolator shipments. Purolator reports that it is the largest overnight courier in Canada.
Customers
The Companys target customer is a business that distributes time-sensitive, non-faxable items
to multiple locations. The primary industries served by the Company include financial services,
electronics, pharmaceuticals, retail, office products, medical laboratories and hospitals, auto
parts, legal services and Canadian governmental agencies. During the years ended July 31, 2007,
2006 and 2005, sales to Office Depot, Inc. represented approximately 14.2%, 10.6% and 9.8%,
respectively, of the Companys revenue. Sales to the Companys five largest customers, including
Office Depot, represented approximately 28%, 25% and 24% of the Companys consolidated sales for
the years ended July 31, 2007, 2006 and 2005, respectively.
A significant number of the Companys customers are located in Canada. For the fiscal years
ended July 31, 2007, 2006 and 2005, approximately 38%, 36% and 33% of the Companys sales,
respectively, were generated in Canada. See Note 14 of Notes to the Consolidated Financial
Statements for additional information concerning the Companys foreign operations.
Competition
The market for the Companys same-day delivery and logistics services has been and is expected
to remain highly competitive. The Company believes that the principal competitive factors in the
markets in which it competes are reliability, quality, breadth of service and price.
Most of the Companys competitors in the same-day intra-city delivery market are privately
held companies that operate in only one location, with no one competitor dominating the market.
Price competition for basic delivery services is particularly intense.
The market for the Companys logistics services is also highly competitive, and can be
expected to remain competitive as additional companies seek to capitalize on the growth in the
industry. The Companys principal competitors for such services are other delivery companies and
in-house transportation departments. The Company generally competes on the basis of its ability to
provide customized service regionally and nationally, which it believes is an important advantage
in this highly fragmented industry, and on the basis of price.
The Companys principal competitors for drivers are other delivery companies within each
market area. Management believes that its method of driver compensation, which is based on a
percentage of the delivery charge, the large volume of available work and the use of proprietary
technology, are factors that are attractive to drivers and help the Company to recruit and retain
drivers.
Regulation
The Companys business and operations are subject to various federal (U.S. and Canadian),
state, provincial and local regulations and, in many instances, require permits and licenses from
state authorities. The Company holds nationwide general commodities authority from the Federal
Highway Administration of the U.S. Department of Transportation to transport certain property as a
motor carrier on an inter-state basis within the contiguous 48 states. Where required, the Company
holds statewide general commodities authority. The Company holds permanent extra-provincial (and
where required, intra-provincial) operating authority in all Canadian provinces where the Company
does business.
In connection with the operation of certain motor vehicles, the handling of hazardous
materials in its courier operations and other safety matters, including insurance requirements, the
Company is subject to regulation by the U. S. Department of Transportation, the states and by the
appropriate Canadian federal and provincial regulations. The Company is also subject to regulation
by the Occupational Safety and Health Administration, provincial occupational health and safety
legislation and federal and provincial employment laws respecting
such matters as hours of work and driver logbooks. To the extent the Company
holds licenses to operate two-way radios to communicate with its fleet, the Federal Communications
Commission regulates the Company. The Company believes that it is in substantial compliance with
all of these regulations. The failure of the Company to comply with the applicable regulations
could result in substantial fines or possible revocations of one or more of the Companys operating
permits.
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Safety
From time to time, the independent contractor owner-operators performing services for the
Company are involved in accidents. The Company carries liability insurance with a per claim and an
aggregate limit of $30 million. Independent contractor owner-operators are required to maintain
liability insurance of at least the minimum amounts required by applicable state and provincial law
(generally such minimum requirements range from $20,000 to $40,000). The Company also has
insurance policies covering property and fiduciary trust liability, which coverage includes all
drivers. The Company reviews prospective drivers to ensure that they have acceptable driving
records and conducts criminal background investigations. In addition, where required by applicable
law, contractually or by Company policy, the Company requires prospective drivers to take a
physical examination and to pass a drug test. Drivers are provided information on any additional
safety requirements as dictated by customer specifications.
Intellectual Property
The Company has registered DYNAMEX and DYNAMEX EXPRESS as federal trademarks in the
Canadian Intellectual Office and has filed applications in the U.S. Patents and Trademarks office
for federal trademark registration of such names. No assurance can be given that any such
registration will be granted in the U.S., or that if granted, such registration will be effective
to prevent others from using the trademark concurrently or to allow the Company to use the
trademark in certain locations.
Employees
At July 31, 2007, the Company had approximately 2,000 employees, of whom approximately 1,000
were employed in various management, supervisory, sales, administrative, and other corporate
positions and approximately 1,000 were employed as messengers and mailroom workers. Additionally
at July 31, 2007, the Company had contracts with approximately 4,500 independent contractor
owner-operator drivers. Management believes that the Companys relationship with such employees
and independent contractor owner-operators is good. See Risk Factors Certain Tax Matters
Related to Drivers.
Of the approximately 4,500 independent contractor owner-operator drivers used by the Company
as of July 31, 2007, approximately 1,600 are located in Canada and approximately 2,900 are located
in the U.S. Although the drivers and messengers located in Canada are generally independent
contractors, approximately 70% are represented by major international labor unions. Management
believes that the Companys relationship with such unions is good. Unions represent none of the
Companys U.S. employees, drivers or messengers.
Available Information
The Company electronically files its annual report on Form 10-K, quarterly reports on Form
10-Q, and current reports on Form 8-K with the Securities and Exchange Commission (SEC). Copies
of the Companys filings with the SEC may be obtained from its website at HTTP://WWW.DYNAMEX.COM or
at the SECs website, at HTTP://WWW.SEC.GOV. Access to these filings is free of charge.
ITEM 1A. RISK FACTORS
In addition to other information in this report, the following risk factors should be
considered carefully in evaluating the Company and its business. This report contains
forward-looking statements, which involve risks and uncertainties. The Companys actual results
could differ materially from those anticipated in these forward-looking statements as a result of
certain factors, including those set forth in the following risk factors and elsewhere in this
report.
Competition May Adversely Affect Our Results
The market for same-day delivery and logistics services has been and is expected to remain
highly competitive. Competition is often intense, particularly for basic delivery services. High
fragmentation and low barriers to entry characterize the industry. We compete with other companies
in the industry not only to be providers of services but also for qualified drivers. Some of these
companies have longer operating histories and greater financial and other
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resources than we do.
Because of the low cost of entry, companies that do not currently operate delivery and logistics businesses may enter the industry in the future. See Business Competition.
An Increase in Claims May Expose Us to Losses
As of July 31, 2007, we utilized the services of approximately 4,500 independent contractor
owner-operator drivers. From time to time such persons are involved in accidents or other
activities that may give rise to liability claims. We currently carry liability insurance with a
per occurrence and an aggregate limit of $30 million. Our independent contractor owner-operators
are required to maintain liability insurance of at least the minimum amounts required by applicable
state or provincial law (generally such minimum requirements range from $20,000 to $40,000). We
also have insurance policies covering property and fiduciary trust liability, which coverage
includes all drivers and messengers. We make no assurance that claims against us, whether under
the liability insurance or the surety bonds, will not exceed the applicable amount of coverage,
that our insurer will be solvent at the time of settlement of an insured claim, or that we will be
able to obtain insurance at acceptable levels and costs in the future. If we were to experience a
material increase in the frequency or severity of accidents, liability claims, workers
compensation claims or unfavorable resolutions of claims, our business, financial condition and
results of operations could be materially adversely affected. In addition, significant increases
in insurance costs could reduce our profitability.
We Rely on Independent Contractor Owner-Operator Drivers to Make Deliveries for Our Customers
Substantially all of our independent contractor owner-operator drivers at July 31, 2007 were
independent contractors who own their own vehicles. We do not pay or withhold any federal, state
or provincial employment tax with respect to or on behalf of independent contractors. From time to
time, taxing authorities in the U.S. and Canada have sought to assert that independent contractor
owner-operators in the transportation industry, including those utilized by us, are employees,
rather than independent contractors. We believe that the independent contractor owner-operators
utilized by us are not employees under existing interpretations of federal (U.S. and Canadian),
state and provincial laws. However, federal (U.S. and Canadian), state, provincial authorities or
independent contractors may challenge this position, and other laws or regulations, including tax
laws, or interpretations thereof, may be changed. If, as a result of any of the foregoing, we were
required to pay withholding taxes and pay for and administer added employee benefits to these
drivers, our operating costs would increase. Additionally, if we are required to pay back-up
withholding with respect to amounts previously paid to such drivers, we may also be required to pay
penalties or be subject to other liabilities. Any of the foregoing circumstances may adversely
impact our financial condition and results of operations, and/or compel us to restate financial
information from prior periods. See Business Services and Employees.
We May Be Adversely Affected by Local Delivery Industry and General Economic Conditions
Our sales and earnings are especially sensitive to events that affect the delivery services
industry including extreme weather conditions, economic factors affecting our significant customers
and shortages of or disputes with labor, any of which could result in our inability to service our
clients effectively or our inability to profitably manage our operations. In addition, downturns
in the level of general economic activity and employment in the U.S. or Canada may negatively
impact demand for our services.
Fluctuations of Foreign Exchange Rates May Adversely Affect Our Results
About one-third of our operations are conducted in Canada. Exchange rate fluctuations between
the U.S. and Canadian dollar result in fluctuations in the amounts relating to the Canadian
operations reported in our consolidated financial statements. The Canadian dollar is the
functional currency for the Canadian operations; therefore, any change in the exchange rate will
affect our reported sales, expenses and net income for such period. We historically have not
entered into hedging transactions with respect to our foreign currency exposure, but may do so in
the future. We cannot be assured that fluctuations in foreign currency exchange rates will not
have a material adverse effect on our business, financial condition or results of operations. See
Managements Discussion and Analysis of Financial Condition and Results of Operation.
Failure to Maintain Permits and Licensing May Adversely Affect Our Ability to Operate
Although certain aspects of the transportation industry have been significantly deregulated,
our delivery
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operations are still subject to various federal (U.S. and Canadian), state, provincial
and local laws, ordinances and regulations that in many instances require certificates, permits and licenses. If we fail to
maintain required certificates, permits or licenses, or to comply with applicable laws, ordinances
or regulations we may incur substantial fines or possible revocation of our authority to conduct
certain of our operations. See Business Regulation.
We Depend Upon Key Personnel for Our Continued Operations
Our success is largely dependent on the skills, experience and performance of certain key
members of our management. The loss of the services of any of these key employees could have a
material adverse effect on our business, financial condition and results of operations. Our future
success and plans for growth also depend on its ability to attract and retain skilled personnel in
all areas of our business. There is strong competition for skilled personnel in the same-day
delivery and logistics businesses.
Technological Advances May Adversely Affect Our Business
Technological advances in the nature of facsimile, electronic mail and electronic signature
capture have affected the market for on-demand document delivery services. Although we have
shifted our focus to the distribution of non-faxable items and logistics services, there can be no
assurance that these or other technologies will not have a material adverse effect on our business,
financial condition and results of operations in the future.
We Are Highly Dependent Upon Our Technology Infrastructure
We rely heavily on technology to operate our transportation and business networks, and any
disruption to our technology infrastructure or the internet could harm our operations and our
reputation among our customers. Our ability to attract and retain customers and to compete
effectively depends in part upon the sophistication and reliability of our technology network,
including our ability to provide features of service that are important to our customers. Any
disruption to our computer systems and web site could adversely impact our customer service, our
ability to receive orders and respond to prompt delivery assignments and result in increased costs.
While we have invested and will continue to invest in technology security initiatives and disaster
recovery plans, these measures cannot fully insulate us from technology disruptions and the
resulting adverse effect on our operations and financial results.
We Are Dependent on Availability of Qualified Delivery Personnel
We are dependent upon our ability to attract and retain, as employees or through independent
contractor or other arrangements, qualified delivery personnel who possess the skills and
experience necessary to meet the needs of our operations. We compete in markets in which
unemployment is generally relatively low and the competition for independent contractor
owner-operators and other employees is intense. We must continually evaluate and upgrade our pool
of available independent contractor owner-operators to keep pace with demands for delivery
services. We have no assurance that qualified delivery personnel will continue to be available in
sufficient numbers and on terms acceptable to us. Our inability to attract and retain qualified
delivery personnel could have a material adverse impact on our business, financial condition and
results of operations.
We May Need for Additional Financing to Pursue Our Acquisition Strategy
We intend to pursue acquisitions that are complementary to our existing operations, primarily
through the acquisition of customer lists of small local delivery companies that can be tucked into
our current operating locations. We may be required to incur additional debt, issue additional
securities that may potentially result in dilution to current holders and also may result in
increased goodwill, intangible assets and amortization expense. We have no assurance that we will
be able to obtain additional financing if necessary, or that such financing can be obtained on
terms we will deem acceptable. As a result, we may be unable to successfully implement our
acquisition strategy. See Managements Discussion and Analysis of Financial Condition and Results
of Operation Liquidity and Capital Resources.
Factors Beyond Our Control May Affect the Volatility of Our Stock Price
Prices for our common stock will be determined in the marketplace and may be influenced by
many factors,
9
including the depth and liquidity of the market for our common stock, investor
perception of us and general economic and market conditions. Variations in our operating results, general trends in the
industry and other factors could cause the market price of our common stock to fluctuate
significantly. In addition, general trends and developments in the industry, government regulation
and other factors could have a significant impact on the price of our common stock. The stock
market has, on occasion, experienced extreme price and volume fluctuations that have often
particularly affected market prices for smaller companies and that often have been unrelated or
disproportionate to the operating performance of the affected companies, and the price of our
common stock could be affected by such fluctuations.
Escalating Fuel Costs May Adversely Affect Our Financial Condition and Results of Operations
The independent contractor owner-operators we engage are responsible for all vehicle expense
including maintenance, insurance, fuel and all other operating costs. We make every reasonable
effort to include fuel cost adjustments in customer billings that we pay to independent contractor
owner-operators to offset the impact of fuel price increases. If future fuel cost adjustments are
insufficient to offset independent contractor owner-operators costs, we may be unable to attract a
sufficient number of independent contractor owner-operators that may negatively impact our
business, financial condition and results of operations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Company leased facilities in 83 locations at July 31, 2007. These facilities are
principally used for operations and general and administrative functions. The chart below
summarizes the locations of facilities that the Company leases:
|
|
|
|
|
|
|
Number of |
Location |
|
Leased Properties |
|
|
|
|
|
Canada |
|
|
|
|
Alberta |
|
|
4 |
|
British Columbia |
|
|
5 |
|
Manitoba |
|
|
2 |
|
Newfoundland |
|
|
1 |
|
Nova Scotia |
|
|
1 |
|
Ontario |
|
|
13 |
|
Quebec |
|
|
4 |
|
Saskatchewan |
|
|
2 |
|
|
|
|
|
|
Canadian Total |
|
|
32 |
|
10
|
|
|
|
|
|
|
Number of |
Location |
|
Leased Properties |
|
|
|
|
|
United States |
|
|
|
|
Arizona |
|
|
1 |
|
California |
|
|
11 |
|
Colorado |
|
|
1 |
|
Connecticut |
|
|
1 |
|
Florida |
|
|
1 |
|
Georgia |
|
|
1 |
|
Illinois |
|
|
2 |
|
Indiana |
|
|
1 |
|
Kansas |
|
|
1 |
|
Maryland |
|
|
1 |
|
Massachusetts |
|
|
1 |
|
Minnesota |
|
|
1 |
|
Missouri |
|
|
1 |
|
Nevada |
|
|
1 |
|
New Jersey |
|
|
2 |
|
New York |
|
|
5 |
|
North Carolina |
|
|
2 |
|
Ohio |
|
|
1 |
|
Pennsylvania |
|
|
3 |
|
Tennessee |
|
|
1 |
|
Texas |
|
|
6 |
|
Virginia |
|
|
4 |
|
Washington |
|
|
2 |
|
|
|
|
|
|
United States Total |
|
|
51 |
|
The Company believes that its properties are well maintained, in good condition and adequate
for its present needs. The Company anticipates that suitable additional or replacement space will
be available when required.
Facility rental expense for the fiscal years ended July 31, 2007, 2006 and 2005 was
approximately $9.8 million, $7.8 million and $6.2 million, respectively. The Companys principal
executive offices are located in Dallas, Texas. See Note 7 of Notes to the Consolidated Financial
Statements for additional information.
11
ITEM 3. LEGAL PROCEEDINGS
The California Employment Development Department (the EDD), in 2005, conducted an employment
tax audit of certain of the Companys operations in California for the period April 2003 through
March 2005. As a result of the audit, the EDD concluded that certain independent contractors used
by the Company should be reclassified as employees. Based on such reclassification, the EDD made a
$345,000 assessment plus accrued interest against the Company, the bulk of which is for personal
income taxes. The Company subsequently provided documentation to the EDD related to the original
assessment which resulted in a reduction in the assessment of approximately $100,000. The
assessment has been paid, and the Company has filed a Refund Claim.
The California EDD conducted an employment tax audit of the Companys other California
operations in 2006. Based on its conclusion that certain independent contractors used by the
Company should be reclassified as employees, a Notice of Assessment was issued by the EDD in April
2007 in the amount of $2.8 million, $2.0 of which the EDD claims represents personal income tax of
the reclassified individuals. The Company has filed a Petition for Reassessment and intends to
vigorously contest the assessment.
On April 15, 2005, a purported class action was filed against the Company by a former Company
driver in the Superior Court of California, Los Angeles County, alleging that the Company
unlawfully misclassified its California drivers as independent contractors, rather than employees,
and asserting, as a consequence, entitlement on behalf of the purported class claimants to overtime
compensation and other benefits under California wage and hour laws, reimbursement of certain
operating expenses, and various insurance and other benefits and the obligation of the Company to
pay employer payroll taxes under federal and state law. The plaintiff filed a Motion for Class
Certification on November 2, 2006. The Company responded in a Memorandum of Points and Authorities
in Support of Defendants Opposition to Plaintiffs Motion for Class Certification on November 29,
2006. A hearing was held on December 12, 2006, and on December 14, 2006, the Plaintiffs Motion
for Class Certification was denied. The Plaintiff filed a Notice of Appeal on January 5, 2007.
During the summer of 2007, Plaintiff associated additional counsel for the Appeal. Plaintiff
requested and was granted a 30 day extension to August 27, 2007, in which to file his Opening
Brief. An additional 30 day extension was granted on August 27th, extending the time to September
26th. The Companys answering brief will be due 30 days after the Opening brief is filed.
Plaintiff will have 30 days following that in which to file a rebuttal brief. Thereafter the Court
will schedule an Oral hearing, most likely in the early months of 2008.
We believe that the Companys independent contractor owner-operator drivers are properly
classified as independent contractors and intend to vigorously defend this litigation. Given the
nature and preliminary status of the claims, however, we cannot yet determine the amount or a
reasonable range of potential loss in these matters, if any.
The Company is a party to various legal proceedings arising in the ordinary course of its
business. Management believes that the ultimate resolution of these proceedings will not, in the
aggregate, have a material adverse effect on the financial condition, results of operations, or
liquidity of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
12
PART II
|
|
|
ITEM 5. |
|
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES |
Market Information The Companys common stock commenced trading on the Nasdaq Global Select
Market under the symbol DDMX on March 14, 2005. Previously, the common stock was listed on the
AMEX. The following table summarizes, for the periods indicated, the range of high and low closing
sale prices for our common stock, as reported on the Nasdaq Global Select Market. The NASDAQ prices
represent inter-dealer quotations without retail markups, markdowns or commissions and may not
represent actual transactions.
|
|
|
|
|
|
|
|
|
|
|
Bid |
Fiscal 2007 |
|
High |
|
Low |
|
First Quarter |
|
$ |
22.42 |
|
|
$ |
19.00 |
|
Second Quarter |
|
|
24.86 |
|
|
|
20.51 |
|
Third Quarter |
|
|
27.39 |
|
|
|
22.56 |
|
Fourth Quarter |
|
|
29.00 |
|
|
|
23.65 |
|
|
|
|
|
|
|
|
|
|
Fiscal 2006 |
|
High |
|
Low |
|
First Quarter |
|
$ |
18.50 |
|
|
$ |
15.15 |
|
Second Quarter |
|
|
21.06 |
|
|
|
15.65 |
|
Third Quarter |
|
|
20.94 |
|
|
|
17.15 |
|
Fourth Quarter |
|
|
22.25 |
|
|
|
18.38 |
|
Stock Price Performance
Set forth below is a line graph indicating the stock price performance of the Companys common
stock for the period beginning August 1, 2002 and ending July 31, 2007 as contrasted with the
Nasdaq Composite Index ** and the AMEX Composite Index and the Russell 2000 Stock Index***. The
graph assumes that $100 was invested at the beginning of the period and has been adjusted for any
stock dividends distributed after August 1, 2007. No cash or stock dividends have been paid during
this period.
13
COMPARATIVE CUMULATIVE TOTAL RETURN
AMONG DYNAMEX INC.,
NASDAQ COMPOSITE INDEX, AMEX COMPOSITE INDEX
AND RUSSELL 2000 INDEX
ASSUMES $100 INVESTED ON AUGUST 1, 2002
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING JULY 31, 2007
|
|
|
** |
|
The Company transferred its listing to the Nasdaq Global Select Market from the AMEX on
March 14, 2005. |
|
*** |
|
The Russell 2000 Stock Index represents companies with a market capitalization similar to
that of the Company. The Company does not believe it can reasonably identify a peer group
because it believes that there is only one public company engaged in lines of business
directly comparative to those of the Company. |
Holders At September 28, 2007, the approximate number of holders of record of common stock
was 250.
Dividends The Company has not declared or paid any cash dividends on its common stock since
its inception. The Company does not anticipate paying any cash dividends in fiscal 2008. See
Managements Discussion and Analysis of Financial Condition and Results of Operation Liquidity
and Capital Resources.
Securities Authorized for Issuance Under Equity Compensation Plans The following table
provides information regarding the Companys equity compensation plan as of July 31, 2007.
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities to be |
|
|
Weighted-average exercise |
|
|
Number of securities |
|
|
|
issued upon exercise of |
|
|
price of outstanding |
|
|
remaining available for |
|
|
|
outstanding options, |
|
|
options, warrants and |
|
|
future issuance under equity |
|
Plan category |
|
warrants and rights |
|
|
rights |
|
|
compensation plans (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans
approved by security holders |
|
|
485,050 |
|
|
$ |
15.47 |
|
|
|
350,947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans
not approved by security
holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
485,050 |
|
|
$ |
15.47 |
|
|
|
350,947 |
|
|
|
|
|
|
|
|
|
|
|
Common Stock Repurchase As of July 31, 2007, the Board of Directors had authorized the
Company to purchase up to $38 million of Dynamex Inc. common stock. Through July 31, 2007, the
Company had purchased a total of 1,841,000 shares at an average price of $19.77 per share for a
total dollar cost of $36,402,000, of which 531,000 shares were purchased in the fourth quarter of
FY 2007 at an average price of $24.19 for a total dollar cost of $12,843,000. All of the shares
were cancelled during FY 2007. On September 19, 2007, the Board of Directors increased the
authorization by $20 million. The Company intends to purchase additional common shares from time
to time using available cash or temporary borrowings from its revolving credit facility at prices
acceptable to the Company.
The following table sets forth the purchases made during each month of the fourth quarter of
the Companys fiscal year ended July 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total number of |
|
|
|
|
|
|
|
|
|
|
|
|
shares purchased as |
|
|
|
|
Total number |
|
Average |
|
part of |
|
Approximate dollar value |
|
|
of shares |
|
price paid |
|
a publicly |
|
of shares that may yet be |
Period |
|
purchased |
|
per share |
|
announced plan |
|
purchased under the plan |
|
May 1 to May 31,
2007 |
|
|
47,900 |
|
|
$ |
26.03 |
|
|
|
47,900 |
|
|
$13.2 million |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 1 to June 30,
2007 |
|
|
40,240 |
|
|
$ |
25.69 |
|
|
|
40,240 |
|
|
$12.2 million |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 1 to July 31,
2007 |
|
|
442,800 |
|
|
$ |
23.85 |
|
|
|
442,800 |
|
|
$1.6 million |
All
purchases were made pursuant to a publicly announced program approved by the Board of Directors of
the Company authorizing management to acquire up to $38 million of the Companys
common stock with no expiration date.
15
ITEM 6. SELECTED FINANCIAL DATA
The following selected historical financial and other data for the three years ended July 31,
2007 and the balance sheet data at July 31, 2007 and 2006 have been derived from the audited
consolidated financial statements of the Company appearing elsewhere herein. The following
selected historical financial and other data for the two years ended July 31, 2004 and 2003 and the
balance sheet data at July 31, 2005, 2004 and 2003 have been derived from the consolidated
financial statements of the Company not appearing herein. The selected financial data are
qualified in their entirety, and should be read in conjunction with the Companys consolidated
financial statements, including the notes thereto, and Managements Discussion and Analysis of
Financial Condition and Results of Operation appearing elsewhere herein.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ending July 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
|
|
|
|
|
(in thousands, except per share amounts) |
|
|
|
|
|
Statements of operations data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
413,774 |
|
|
$ |
358,374 |
|
|
$ |
321,103 |
|
|
$ |
287,856 |
|
|
$ |
250,801 |
|
Cost of sales |
|
|
304,339 |
|
|
|
259,311 |
|
|
|
232,023 |
|
|
|
206,487 |
|
|
|
177,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
109,435 |
|
|
|
99,063 |
|
|
|
89,080 |
|
|
|
81,369 |
|
|
|
72,951 |
|
Selling, general and administrative expenses (1) |
|
|
85,341 |
|
|
|
77,125 |
|
|
|
69,049 |
|
|
|
64,026 |
|
|
|
58,417 |
|
Depreciation and amortization |
|
|
2,357 |
|
|
|
1,931 |
|
|
|
1,648 |
|
|
|
1,890 |
|
|
|
2,124 |
|
(Gain) loss on disposal of property and equipment |
|
|
(20 |
) |
|
|
1 |
|
|
|
(21 |
) |
|
|
(41 |
) |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
21,757 |
|
|
|
20,006 |
|
|
|
18,404 |
|
|
|
15,494 |
|
|
|
12,391 |
|
Interest expense, net |
|
|
299 |
|
|
|
295 |
|
|
|
466 |
|
|
|
1,406 |
|
|
|
2,194 |
|
Other (income) expense, net (2) |
|
|
(2,079 |
) |
|
|
(275 |
) |
|
|
(226 |
) |
|
|
(182 |
) |
|
|
(340 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
23,537 |
|
|
|
19,986 |
|
|
|
18,164 |
|
|
|
14,270 |
|
|
|
10,537 |
|
Income taxes (3) |
|
|
8,575 |
|
|
|
7,594 |
|
|
|
6,979 |
|
|
|
1,437 |
|
|
|
2,959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
14,962 |
|
|
$ |
12,392 |
|
|
$ |
11,185 |
|
|
$ |
12,833 |
|
|
$ |
7,578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
basic |
|
$ |
1.41 |
|
|
$ |
1.12 |
|
|
$ |
0.97 |
|
|
$ |
1.13 |
|
|
$ |
0.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
diluted |
|
$ |
1.39 |
|
|
$ |
1.11 |
|
|
$ |
0.95 |
|
|
$ |
1.11 |
|
|
$ |
0.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
basic |
|
|
10,612 |
|
|
|
11,057 |
|
|
|
11,544 |
|
|
|
11,314 |
|
|
|
11,208 |
|
diluted |
|
|
10,738 |
|
|
|
11,197 |
|
|
|
11,804 |
|
|
|
11,532 |
|
|
|
11,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before interest, taxes, depreciation and
amortization (EBITDA) (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
14,962 |
|
|
$ |
12,392 |
|
|
$ |
11,185 |
|
|
$ |
12,833 |
|
|
$ |
7,578 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
8,575 |
|
|
|
7,594 |
|
|
|
6,979 |
|
|
|
1,437 |
|
|
|
2,959 |
|
Interest expense, net |
|
|
299 |
|
|
|
295 |
|
|
|
466 |
|
|
|
1,406 |
|
|
|
2,194 |
|
Depreciation and amortization |
|
|
2,357 |
|
|
|
1,931 |
|
|
|
1,648 |
|
|
|
1,890 |
|
|
|
2,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
26,193 |
|
|
$ |
22,212 |
|
|
$ |
20,278 |
|
|
$ |
17,566 |
|
|
$ |
14,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31, |
|
|
2007 |
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
Balance sheet data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital |
|
$ |
22,189 |
|
|
$ |
18,889 |
|
|
$ |
22,917 |
|
|
$ |
16,704 |
|
|
$ |
7,779 |
|
Total assets |
|
|
121,040 |
|
|
|
110,525 |
|
|
|
109,475 |
|
|
|
102,072 |
|
|
|
95,541 |
|
Long-term debt, excluding current portion |
|
|
|
|
|
|
905 |
|
|
|
8 |
|
|
|
10,000 |
|
|
|
14,116 |
|
Stockholders equity |
|
|
81,409 |
|
|
|
79,212 |
|
|
|
83,896 |
|
|
|
69,310 |
|
|
|
54,328 |
|
16
|
|
|
1) |
|
Selling, general and administrative expenses include salaries, wages and employee benefits as
well as facility costs, communication, travel and entertainment, office supplies, equipment
rentals and general corporate expenses. |
|
2) |
|
The increase in other income in the year ended July 31, 2007, is principally attributable to
the resolution of inter-company, cross-border transfer pricing issues for fiscal years 2001
through 2005. As a result, the Company realized interest income of approximately $425,000
from the overpayment of prior year Canadian taxes without a corresponding increase in interest
expense from the U.S. as the Company had available U.S. net operating losses to offset the
additional income, and the realization of $937,000 in foreign currency transaction gains on
cash settlement of those inter-company charges. These inter-company charges were denominated
in Canadian dollars, the value of which increased in U.S. dollars from those prior year
levels. The result was to increase net income by $972,000, $0.09 per fully diluted share, for
the 2007 year. See Footnote 13 of Notes to the Consolidated Financial Statements for
additional information. |
|
3) |
|
Income tax expense for the year ended July 31, 2004, was reduced by $3.7 million as a result
of recognizing the tax benefit of U.S. net operating loss carryforwards of approximately $10.6
million that were not recognized in prior years due to uncertainty in those prior periods.
Accordingly, net income increased $3.7 million, $0.32 per fully diluted share for 2004.
Without the income tax adjustment, fully diluted earnings per share for the year ending July
31, 2004 would have been reported as $0.79. |
|
4) |
|
EBITDA is defined as income excluding interest, taxes, depreciation and amortization (as
presented on the face of the income statement). EBITDA is supplementally presented because
management believes that it is a widely accepted and useful financial indicator regarding our
results of operations. Management believes EBITDA assists in analyzing and benchmarking the
performance and value of our business. Although our management uses EBITDA as a financial
measure to assess the performance of our business compared to that of others in our industry,
the use of EBITDA is limited because it does not include certain costs that are material in
amount, such as interest, taxes, depreciation and amortization, necessary to operate our
business. EBITDA is not a recognized term under generally accepted accounting principles and,
when analyzing our operating performance, investors should use EBITDA in addition to, not as
an alternative for, operating income, net income and cash flows from operating activities. In
addition, the Companys definition of EBITDA may not be identical to similarly entitled
measures used by other companies. |
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The following discussion should be read in conjunction with the information contained in the
Companys consolidated financial statements, including the notes thereto, and the other financial
information appearing elsewhere in this report. Statements regarding future economic performance,
managements plans and objectives, and any statements concerning its assumptions related to the
foregoing contained in Managements Discussion and Analysis of Financial Condition and Results of
Operation constitute forward-looking statements. Certain factors, which may cause actual results
to vary materially from these forward-looking statements, accompany such statements or appear
elsewhere in this report, including without limitation, the factors disclosed under Risk Factors.
General
Sales consist primarily of charges to customers for delivery services and weekly or monthly
charges for recurring services, such as facilities management. Sales are recognized when the
service is performed. The yield (value per transaction) for a particular service is dependent upon
a number of factors including size and weight of articles transported, distance transported,
special handling requirements, requested delivery time and local market conditions. Generally,
articles of greater weight transported over longer distances and those that require special
handling produce higher yields.
Cost of sales consists of costs relating directly to performance of services, including driver
and messenger costs, third party delivery charges, warehousing and sorting expenses, insurance and
workers compensation costs. Substantially all of the drivers used by the Company provide their
own vehicles, and more than 99% are independent contractor owner-operators as opposed to employees
of the Company. Drivers and messengers are generally compensated based on a percentage of the
delivery charge. Consequently, the Companys driver and messenger costs are variable in nature.
To the extent that delivery personnel are employees of the Company, employee benefit costs related
to them, such as payroll taxes and insurance, are also included in cost of sales.
Selling, general and administrative expenses (SG & A) include salaries, wages and benefit
costs incurred at the business center level related to taking orders and dispatching drivers and
messengers, as well as administrative
17
costs related to such functions. Also included in SG & A expenses are regional and corporate level
marketing and administrative costs and occupancy costs related to business center and corporate
locations.
Generally, the Companys on-demand services provide higher gross profit margins than do local
and regional distribution or fleet management services because driver payments for on-demand
services are generally lower as a percentage of sales from such services due primarily to the
smaller size of the vehicle required. However, scheduled distribution and fleet management
services generally have fewer administrative requirements related to order taking, dispatching
drivers and billing and collection. As a result of these variances, the Companys gross profit
margin is dependent in part on the mix of business for a particular period.
During the years ended July 31, 2007, 2006 and 2005, sales to Office Depot, Inc. represented
approximately 14.2%, 10.6% and 9.8%, respectively, of the Companys revenue. Sales to the
Companys five largest customers, including Office Depot, represented approximately 28%, 25% and
24% of the Companys consolidated sales for the years ended July 31, 2007, 2006 and 2005,
respectively.
The Company has no significant investment in transportation equipment. Depreciation and
amortization expense primarily relates to office, communication, IT equipment and software,
leasehold improvements and intangible assets.
A significant portion of the Companys sales is generated in Canada. For the fiscal years
ended July 31, 2007, 2006 and 2005, approximately 38%, 36%, and 33%, respectively, of the Companys
sales were generated in Canada. Before deduction of corporate costs, the majority of which are
incurred in the U.S., the cost structure of the Companys operations in the U.S. and in Canada is
similar.
The conversion rate of Canadian dollars to U.S. dollars increased during the fiscal year
ending July 31, 2007 compared to July 31, 2006 and increased during the fiscal year ending July 31,
2006 compared to July 31, 2005. As the Canadian dollar is the functional currency for the
Companys Canadian operations, these changes in the exchange rate have affected the Companys
reported sales. The effect of these changes on the Companys net income for the fiscal years ended
July 31, 2007, 2006 and 2005 has not been significant, although there can be no assurance that
fluctuations in such currency exchange rate will not, in the future, have a material effect on the
Companys business, financial condition or results of operations.
Critical Accounting Policies
The Company believes that the following are its most significant accounting policies:
Use of estimates - The preparation of financial statements in conformity with accounting
principles generally accepted in the U.S. requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the balance sheet dates and the reported amounts of revenues and expenses. Actual
results may differ from such estimates. The Company reviews all significant estimates affecting
the financial statements on a recurring basis and records the effect of any necessary adjustments
prior to their issuance.
Revenue recognition Revenues are recognized after services are rendered to customers.
There may be a time lag between pickup and delivery and the generation of an invoice. Accordingly,
unbilled revenue is recognized for those shipments that have been delivered but have not been
invoiced.
Intangibles Intangibles arise from acquisitions accounted for as purchased business
combinations and include goodwill, covenants not-to-compete and other identifiable intangibles and
from the payment of financing costs associated with the Companys credit facility. Goodwill
represents the excess of the purchase price over all tangible and identifiable intangible net
assets acquired. The Company tests goodwill for impairment at least annually. The Company has two
reporting units for the purposes of assessing potential future impairments of goodwill, Canada and
the United States. These two regions were identified as reporting units in accordance with
paragraph 30 of SFAS No. 142 because discrete financial information is available and management
regularly reviews the operating results of these regions. The Company performs its annual goodwill
impairment test as of the first day of the fourth quarter of each year. Based on this test, the
Company determined that no impairment exists during the three years ended July 31, 2007. Other
intangible assets are being amortized over periods ranging from 3 to 25 years.
18
Other assets Recoverable contract contingency costs - The Company has recorded as an Other
Asset certain costs related to contractually reimbursable contingency costs incurred in connection
with the launch of certain contracts in accordance with EITF 99-5, Accounting for Pre-Production
Costs Related to Long-Term Supply Arrangements, These costs will be recovered during the initial
contract term, from a designated portion of the unit price specified in the contract. Should the
contract be cancelled for any reason, the customer is obligated to reimburse the Company for any
unamortized balance. Total recoverable contract contingency costs capitalized at July 31, 2007 and
2006 amount to $1,381 thousand and $581 thousand, respectively.
Self-insured claims liability - The Company is primarily self-insured for U.S. workers
compensation and vehicle liability claims. A liability for unpaid claims and the associated claim
expenses, including incurred but unreported losses, are recorded based on the Companys estimates
of the aggregate liability for claims incurred. The Companys estimates are based on actual
experience and historical assumptions of development of unpaid liabilities over time. Factors
affecting the determination of amounts to be accrued for claims include, but are not limited to,
cost, frequency, or payment patterns resulting from new types of claims, the hazard level of our
operations, tort reform or other legislative changes, unfavorable jury decisions, court
interpretations, changes in the medical conditions of claimants and economic factors such as
inflation. The method of calculating the estimated accrued liability for claims is subject to
inherent uncertainty. If actual results are less favorable than what are used to calculate the
accrued liability, the Company would have to record expenses in excess of what has already been
accrued.
Allowance for doubtful accounts The Company maintains an allowance for doubtful accounts
for estimated losses resulting from the inability of its customers to make payments when due or
within a reasonable period of time thereafter. Estimates are used in determining this allowance
based on the Companys historical collection experience, current trends, credit policy and a
percentage of accounts receivable by aging category. If the financial condition of the Companys
customers were to deteriorate, resulting in an impairment of their ability to make required
payments, additional allowances may be required. The allowance for doubtful accounts represented
approximately 2.0% of accounts receivable at July 31, 2007 compared to approximately 1.8% at July
31, 2006.
Income taxes Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes related primarily to
differences between the basis of assets and liabilities for financial and income tax reporting.
The net deferred tax assets and liabilities represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and liabilities are
recovered or settled.
During the year ended July 31, 2007 and 2006, the Company repatriated approximately $3.6
million and $12.7 million, respectively from its Canadian subsidiary. Except for certain
applicable state income taxes, the Company was able to substantially offset the U.S. income tax
liability arising from the dividends with foreign tax credits. The Company establishes valuation
allowances in accordance with the provisions of Statement of Financial Accounting Standards No. 109
Accounting for Income Taxes (SFAS No. 109). During the year ended July 31, 2004, the Company
determined that it was more likely than not that the benefits of the taxable U.S. net operating
losses (NOL) totaling $10.6 million at January 31, 2004 would be realized, and based on such
determination, the Company reversed the valuation allowance during the second quarter of the fiscal
year 2004, resulting in a credit to income tax expense of approximately $3.7 million. The Company
utilized all of the NOL during the 2004 and 2005 fiscal years and all of its foreign tax credits in
the 2007 fiscal year.
Stock-based compensation Statement of Financial Accounting Standards No. 123 (Revised
2004), Share-Based Payment, (SFAS No. 123(R)) requires the measurement of all employee
share-based payments to employees, including grants of employee stock options, using a
fair-value-based method and the recording of such expense in our consolidated statements of
operations. The accounting provisions of SFAS No. 123(R) were adopted by the Company effective
August 1, 2005.
Prior to the effective date of SFAS No. 123(R), June 15, 2005, Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation, (SFAS No. 123)
encouraged but did not require companies to record compensation cost for stock based employee
compensation plans at fair value. Effective August 1, 2003, the Company elected to adopt the fair
value recognition provisions of SFAS No. 123 for stock-based employee compensation. Under the
modified prospective method of adoption selected by the Company, stock-based employee compensation
cost recognized in 2007, 2006 and 2005 was substantially the same as that which would
19
have been recognized had the fair value recognition provisions of SFAS No. 123(R) been applied
to all awards granted after August 1, 1995. The fair value of each grant was estimated on the date
of grant using the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 2007, 2006, and 2005, respectively: dividend yield of 0% for all
years; expected volatility of 44%, 51%, and 70%; risk-free interest rate of 4.6%, 4.3%, and 4.2%,
and expected lives of an average of 7.2, 5.3 and 5.3 years for options granted to employees and of
6.8, 7.7 and 7.7 years for options granted to non-employee directors for all years. The weighted
average grant-date fair value of stock options granted during the years 2007, 2006 and 2005 was
$11.97, $8.82 and $10.02, respectively.
As discussed in Note 10 of Notes to the Consolidated Financial Statements, option expense in
2007, 2006 and 2005 amounted to $771,000, $717,000 and $459,000, respectively, under the fair value
approach. Based on the outstanding and unvested awards as of July 31, 2007, the anticipated effect
on net income for fiscal 2008, net of taxes, will be approximately $530,000.
Foreign currency translation Assets and liabilities in foreign currencies are translated
into U.S. dollars at the rates in effect at the balance sheet date. Revenues and expenses are
translated at average rates during the year. The net exchange differences resulting from these
translations are recorded in stockholders equity. Where amounts denominated in a foreign currency
are converted into U.S. dollars by remittance or repayment, the realized exchange differences are
included as other income (expense) in the Consolidated Statement of Operations.
Treasury stock acquired and retired Treasury stock is recorded at cost. Delaware law
permits treasury shares to be retired when appropriately authorized by the Board of Directors, and
the Company has retired such shares by appropriate reductions in the value of common stock and
additional paid-in capital.
Other long-term liabilities The Company recognizes a deferred rent liability for tenant
improvement allowances within other long-term liabilities and amortizes those amounts over the term
of the lease as a reduction of rent expense. For scheduled rent escalation clauses during the
lease term, the Company records rental expense on a straight-line basis over the term of the lease.
20
Results of Operations
The following table sets forth for the periods indicated certain items from the Companys
consolidated statement of operations, expressed as a percentage of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended July 31, |
|
|
2007 |
|
2006 |
|
2005 |
Sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchased transportation |
|
|
65.4 |
% |
|
|
65.0 |
% |
|
|
64.3 |
% |
Other |
|
|
8.1 |
% |
|
|
7.3 |
% |
|
|
8.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
73.5 |
% |
|
|
72.3 |
% |
|
|
72.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
26.5 |
% |
|
|
27.7 |
% |
|
|
27.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
14.1 |
% |
|
|
15.0 |
% |
|
|
14.8 |
% |
Other |
|
|
6.5 |
% |
|
|
6.5 |
% |
|
|
6.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
20.6 |
% |
|
|
21.5 |
% |
|
|
21.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
0.6 |
% |
|
|
0.5 |
% |
|
|
0.5 |
% |
(Gain) loss on sale of property and equipment |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
5.3 |
% |
|
|
5.7 |
% |
|
|
5.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
0.1 |
% |
|
|
0.1 |
% |
|
|
0.1 |
% |
Other income |
|
|
0.5 |
% |
|
|
0.1 |
% |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
5.7 |
% |
|
|
5.7 |
% |
|
|
5.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
2.1 |
% |
|
|
2.1 |
% |
|
|
2.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
3.6 |
% |
|
|
3.6 |
% |
|
|
3.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables sets forth for the periods indicated, the Companys sales accumulated by
service type and country:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended July 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Sales by service type: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On demand |
|
$ |
137,418 |
|
|
|
33.2 |
% |
|
$ |
134,179 |
|
|
|
37.5 |
% |
|
$ |
124,206 |
|
|
|
38.6 |
% |
Scheduled/distribution |
|
|
144,708 |
|
|
|
35.0 |
% |
|
|
109,037 |
|
|
|
30.4 |
% |
|
|
97,464 |
|
|
|
30.4 |
% |
Outsourcing |
|
|
131,648 |
|
|
|
31.8 |
% |
|
|
115,158 |
|
|
|
32.1 |
% |
|
|
99,433 |
|
|
|
31.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sales |
|
$ |
413,774 |
|
|
|
100.0 |
% |
|
$ |
358,374 |
|
|
|
100.0 |
% |
|
$ |
321,103 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales by country: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
257,025 |
|
|
|
62.1 |
% |
|
$ |
230,768 |
|
|
|
64.4 |
% |
|
$ |
213,718 |
|
|
|
66.6 |
% |
Canada |
|
|
156,749 |
|
|
|
37.9 |
% |
|
|
127,606 |
|
|
|
35.6 |
% |
|
|
107,385 |
|
|
|
33.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sales |
|
$ |
413,774 |
|
|
|
100.0 |
% |
|
$ |
358,374 |
|
|
|
100.0 |
% |
|
$ |
321,103 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended July 31, 2007 Compared to Year Ended July 31, 2006
Net income for the year ended July 31, 2007 was $15.0 million ($1.39 per fully diluted share)
compared to $12.4 million ($1.11 per fully diluted share) for the year ended July 31, 2006. Net
income for the year ended July
21
31, 2007, was favorably impacted by approximately $972,000 ($0.09
per fully diluted share) from the settlement of prior year cross border transfer pricing issues
between the U.S. and Canada. See Footnote 13 of the Notes to the Condensed Consolidated Financial
Statements.
Sales for the year ended July 31, 2007 were $414 million, a $56 million (15.5%) increase over the
prior year. The average conversion rate between the Canadian dollar and the U.S. dollar increased
2.6% over the prior year period, which had the effect of increasing sales for the year ended July
31, 2007 by approximately $3.9 million (1.1%). Also during the period, fuel surcharges included in
consolidated sales were essentially unchanged this year compared to last year. The core growth
rate, the rate excluding the impact of the fuel surcharge and changes in the foreign exchange rate,
was approximately 14.2% for the year ended July 31, 2007 (11.2% in the U.S. and 19.6% in Canada).
Canadian sales, including fuel surcharges, , increased approximately 19.7% in Canadian dollars in
the current fiscal year compared to last year. Sales for the year ended July 31, 2007 include sales
for services provided on an interim basis to one customer in Canada of approximately $10 million
U.S. (approximately $3 million for the three months ended July 31, 2007). The remaining sales
increase is primarily attributable to volume increases from the expansion of business with existing
and new customers. Management estimates that price increases accounted for substantially less
than 5% of the increase in sales in FY 2007.
Cost of sales for the year ended July 31, 2007 increased $45.0 million, or 17.4%, to $304.3
million from $259.3 million for the same period in the prior year. Cost of sales, as a percentage
of sales was 73.5% for the year ended July 31, 2007, compared to 72.3% for the year ended July 31,
2006. Purchased transportation costs were 65.4% of sales this year compared to 65.0% last year,
partially due to the decline in on-demand sales as a percentage of total sales in the year ended
2007 compared to the prior year. Although on-demand sales increased slightly this year compared to
the prior year, it represented only 33.2% of total sales compared to 37.5% last year, as
distribution and dedicated sales increased 33%. The increase in other cost of sales from 7.3% last
year to 8.1% in this year was due principally to additional warehouse personnel, equipment and
space required to support new business added this fiscal year.
SG & A expenses for the year ended July 31, 2007 increased $8.2 million, or 10.7%, to $85.3
million compared to the prior year. Approximately $4.7 million of the dollar increase is
attributable to higher compensation and benefits. The increase in compensation and benefits
results from normal salary increases plus the additional personnel added over the last year to
operate and manage new business and to increase engineering capacity
in order to facilitate route optimization, enhance
driver economics and reduce costs. Also, the current year includes approximately $1.4 million for
additional warehouse and office space, computer licenses and support of $0.6 million and professional fees and contract
start-up costs of $0.6 million. As a percentage of sales, SG & A expenses were 20.6% for the year
ended July 31, 2007, compared to 21.5% for the year ended July 31, 2006.
For the year ended July 31, 2007, depreciation and amortization was $2,357,000 compared to
$1,931,000 for the same period in the prior year. The increase is primarily attributable to higher
capital expenditures including lessor financed leasehold improvements, the acquisition of new route
optimization software and the installation at corporate headquarters and some business centers of a
voice-over-internet protocol (VoIP) telephone system beginning late in FY 2006.
Other income, net for the year ended July 31, 2007, was $2,079,000 compared to $275,000 for
the same period in the prior year. This increase is principally attributable to the resolution of
cross-border transfer pricing issues between Canada and the U.S. for inter-company services for
fiscal years 2001 through 2005. As a result, the Company realized interest income of approximately
$425,000 from the overpayment of prior year Canadian taxes without a corresponding increase in
interest expense from the U.S. as the Company had available net operating losses to offset the
additional income, and the realization of $937,000 in foreign currency transaction gains on cash
settlement of those inter-company charges. These inter-company charges were denominated in Canadian
dollars, the value of which increased in U.S. dollars from those prior year levels. See Footnote 13
of the Notes to the Condensed Consolidated Financial Statements.
Interest expense was $299,000, an increase of $4,000 or 1.4% for the year ended July 31, 2007.
Interest expense, as a percentage of sales, was 0.1% in the current year, the same as the prior
year.
The effective income tax rate was 36.4% for the current year compared to 38.0% for the prior
year. Excluding the impact of the one-time benefit from the resolution of prior year cross-border
transfer pricing issues, income tax expense would have been approximately $8.2 million, 36.9% of
income before taxes. See Footnote 8 of the Notes to
22
the Condensed Consolidated Financial Statements.
Year Ended July 31, 2006 Compared to Year Ended July 31, 2005
Net income for the year ended July 31, 2006 was $12.4 million ($1.11 diluted earnings per
common share) compared to $11.2 million ($0.95 diluted earnings per common share) for the year
ended July 31, 2005. This improvement results from higher gross profit from increased sales and
lower interest expense that was offset, in part, by higher selling, general and administrative
expense.
Sales increased $37 million to $358 million in FY 2006, an increase of 11.6% compared to the
prior year. The average conversion rate between the Canadian dollar and the U.S. dollar increased
7.5% over the prior year period, which had the effect of increasing sales for the year by
approximately $8.9 million, approximately 2.8%, had the conversion rate been the same as the prior
year period. Also, higher fuel surcharges included in consolidated sales accounted for an
estimated 2.9% of the increase in sales this year compared to the prior year. The core growth
rate, the rate excluding the impact of fuel surcharges and foreign exchange rate fluctuations, was
approximately 5.9% for the year ended July 31, 2006 (approximately 5.4% in the U.S. and 7.0% in
Canada) compared to the prior year. The core growth rate was negatively impacted by higher customer
attrition, principally in the U.S., a significant portion of which occurred in the second fiscal
quarter caused by service issues with a few customers and our decision to exit certain business
relationships where margins were less than satisfactory. Canadian sales including fuel surcharges,
in Canadian dollars, increased approximately 10.5% in the current fiscal year compared to the prior
year.
Cost of sales for FY 2006 increased $27 million (11.8%) to $259 million, and represented 72.3%
of sales, the same percentage as the prior year. Approximately $21 million of the dollar increase
in the current fiscal year resulted from actual cost increases while approximately $6 million was
attributable to the strengthening of the Canadian dollar versus the U.S. dollar. The total cost of
sales, as a percent of sales, was unchanged from the prior year although purchased transportation
cost increased as a percentage of sales to 65.0% from 64.3% in 2005. The change in business mix
along with the impact of the spike in fuel prices in the first quarter of the current fiscal year
are the primary reasons for the increase. Other cost of sales declined as a percentage of sales
to 7.3% in 2006 compared to 8.0% in 2005 primarily as a result of lower insurance costs.
SG & A expenses increased $8.1 million, or 11.7% in FY 2006, to $77 million compared to $69
million in FY 2005 but remained constant as a percentage of sales at 21.5% in both years.
Approximately $1.7 million of the dollar increase is attributable to the strengthening of the
Canadian dollar versus the U.S. dollar. Excluding the impact of the exchange rate, the primary
increase in SG & A was for compensation and benefits related to additional personnel including
higher payroll taxes, normal increases in compensation, severance costs, higher stock option
expense and higher premiums related to medical and dental coverage. In addition, the current year
includes costs for additional space and communications for new business startups along with higher
utility costs.
Depreciation and amortization for FY 2006 was $1.9 million compared to $1.6 million in FY
2005. Management expects depreciation and amortization to be in the $2.5 million range for all of
FY 2007 due to limited capital requirements associated with its non-asset based business.
Interest expense was $0.3 million, a decrease of $0.2 million, or 37% in FY 2006, from expense
of $0.5 million in FY 2005, resulting from a decline in the average outstanding debt balance. The
Companys bank debt was approximately $0.9 million as of July 31, 2006.
Income tax expense for FY 2006 was $7.6 million compared to $7.0 million for FY 2005, an
increase of $0.6 million. The effective income tax rate was 38.0% for FY 2006 versus 38.4% for FY
2005. We expect the effective income tax rate for FY 2007 to range between 39% and 40%.
Liquidity and Capital Resources
Our primary sources of liquidity are cash flow provided from our operations and our revolving
credit facility. Cash flow provided by operations for the fiscal years ended July 31, 2007, 2006
and 2005 were $24.6 million, $15.5 million and $14.5 million, respectively. We used this cash
flow to fund working capital requirements and capital
23
expenditures, repurchase common stock of the Company and repay bank
borrowings.
Higher working capital requirements used $0.5 million of operating cash flow for the year
ended July 31, 2007 compared to using $2.0 million and $3.0 million of operating cash flow in
fiscal 2006 and 2005, respectively.
During
FY 2006 and 2007, the Board of Directors authorized management to
repurchase up to $38 million of the Companys common stock.
The Company repurchased 1,219,500 ($21.5 million) and 621,500
shares ($14.9 million), respectively. On September 19, 2007, the Board of Directors authorized management to
purchase an additional $20 million of Company stock. The Company intends to purchase additional
common shares from time to time using available cash or temporary borrowings from its revolving
credit facility at prices acceptable to the Company.
During the fiscal years ended July 31, 2007, 2006 and 2005, the Company spent approximately
$5.0 million, $2.2 million and $2.4 million, respectively, on capital expenditures. These
expenditures primarily related to improvements in technology infrastructure to support the
Companys operations and in FY 2007, lessor financed leasehold improvements. The Company does not
have significant capital expenditure requirements to replace or expand the number of vehicles used
in its operations because substantially all of its drivers are independent contractors who provide
their own vehicles.
Our current revolving credit facility was initially established in 2004 and last amended in
July 2007. The credit facility has no scheduled principal payments; however, the maturity date is
currently extended to July 31, 2009. The revolving credit facility is secured by all of the
Companys U.S. assets and 100% of the stock of its domestic subsidiaries. On July 31, 2007, the
Revolving Credit Facility was amended to permit treasury stock purchases not to exceed $20 million
in aggregate amount during any fiscal year. Previously, stock repurchases were limited to a total
of $35 million.
During FY 2005 and FY 2007, the Company used $10 million and $0.9 million, respectively, of
cash flow from operations to repay outstanding borrowings under the bank credit facility. The
Company temporarily borrowed $0.9 million in FY 2006 to fund share repurchases. At July 31, 2007,
there were $5.2 million letters of credit issued but no outstanding borrowings under the revolving
credit agreement..
.
The revolving credit facility requires us to satisfy certain financial and other covenants,
including:
|
|
|
|
|
Compliance Area |
|
Covenant |
|
Level at July 31, 2007 |
Ratio of funded debt to EBITDA
|
|
Maximum of 2.00 to 1.00
|
|
0.19 to 1.00 |
Total indebtedness
|
|
$20 million, including LOCs
|
|
$5.2 million |
Letters of credit sublimit
|
|
$7.5 million
|
|
$5.2 million |
Maximum treasury stock
purchases in any one (1) year
|
|
$20 million
|
|
$14.9 million |
Fixed charge coverage ratio
|
|
Equal to or greater than 1.50 to 1.00
|
|
1.83 to 1.00 |
Management expects internally generated cash flow and temporary borrowings from its bank
credit facility will be sufficient to fund its operations, capital requirements and common stock
repurchases.
Contractual Obligations
The following table sets forth the Companys contractual commitments as of July 31, 2007 for
the periods indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1 year |
|
|
1 - 3 years |
|
|
3 - 5 years |
|
|
Thereafter |
|
|
Total |
|
$ |
32,686 |
|
|
$ |
9,877 |
|
|
$ |
13,903 |
|
|
$ |
6,117 |
|
|
$ |
2,790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has entered into an employment agreement with its CEO which provides for the
payment of a base salary in the annual amount of $525,000, participation in an executive bonus
plan, an auto allowance, and
24
participation in other employee benefit plans. In addition, the Company has entered into retention
agreements with certain key executive officers and other employees that provide certain benefits in
the event their employment is terminated subsequent to a change in control of the Company, as
defined in the retention agreements. The Company believes that it is unlikely that these
circumstances will transpire, but if they did the potential exposure could range between $3.0
million and $3.5 million. As of July 31, 2007 the Company had outstanding letters of credit
totaling $5.2 million.
Income Taxes
The provision for income taxes was $8.6 million in fiscal 2007 compared to $7.6 million and
$7.0 million in the years ended July 31, 2006 and 2005, respectively. The difference between the
statutory rates and the effective federal income tax rates is primarily attributable to foreign and
state income taxes, changes in the valuation allowance on net operating loss carryforwards and
foreign tax credits, and other expenses that are non-deductible for tax purposes.
During the year ended July 31, 2007, the Company repatriated approximately $3.6 million from
its Canadian subsidiary. Except for certain applicable state income taxes, the Company was able to
offset substantially all of the U.S. income tax liability arising from the dividends with foreign
tax credits. The Company utilized substantially all of its available NOLs during the 2004 and
2005 fiscal years and all of its foreign tax credits in fiscal year 2007.
Inflation
The Company believes that it is experiencing some inflationary impacts from the rapid rise in
fuel prices and will, along with other segments of the economy, experience further impacts of
inflation in the form of utility cost and other cost increases. However, such inflationary
pressures have not had a material effect on the Companys results of operations for fiscal 2007.
There can be no assurance the Companys business will not be affected by inflation in the future.
Financial Condition
The Company believes its financial condition is strong and that it has the financial resources
necessary to meet its needs. Cash provided by operating activities and the Companys credit
facility should be sufficient to meet the Companys operational requirements.
Recent Accounting Pronouncements
In June 2006, the FASB issued FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in
Income Taxes, (FIN 48) that provides guidance on the accounting for uncertainty in income taxes
recognized in financial statements. The Company will adopt FIN 48 on August 1, 2007. We are
currently evaluating the impact of adopting FIN 48; however, we do not expect the adoption of this
provision to have a material effect on our financial position, results of operations or cash flows.
In September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108 in order to
eliminate the diversity of practice surrounding how public companies quantify financial statement
misstatements. In SAB No. 108, the SEC staff established an approach that requires quantification
of financial statement misstatements based on the effects of the misstatements on each of the
Companys financial statements and the related financial statement disclosures. SAB No. 108 is
effective for fiscal years ending after November 15, 2006. The Company believes the adoption of
SAB No. 108 had no material impact on its consolidated financial statements.
In September 2006, the FASB issued Statement No. 157 (SFAS 157), Fair Value Measurement,
This Statement establishes a framework for measuring fair value in generally accepted accounting
principles and expands disclosures about fair value measurements. While SFAS 157 does not require
any new value measurements, it may change the application of fair value measurements embodied in
other accounting standards. SFAS 157 will be effective at the beginning of the Companys 2008
fiscal year. The Company is currently assessing the effect of this pronouncement, but does not
expect the impact on our consolidated financial statements to be material.
In February 2007, the FASB issued Statement No. 159 (SFAS 159), The Fair Value Option for
Financial
25
Assets and Financial Liabilities Including an Amendment of FASB Statement No 115. This
Statement permits an entity to choose to measure many financial instruments and certain other items
at fair value. A business entity will report unrealized gains and losses on items for which the
fair value option has been elected in earnings. The fair value option (a) may be applied
instrument by instrument, (b) is irrevocable, and (c) is applied to entire instruments and not to
portions of instruments. SFAS No. 159 is effective as of the beginning of an entitys first fiscal
year that begins after November 15, 2007. The Company believes the adoption of SFAS No. 159 will
have no material impact on its consolidated financial statements.
On August 1, 2005, the Company adopted the provisions of SFAS 123(R) discussed elsewhere herein.
Safe Harbor Statement Under The Private Securities Litigation Reform Act:
With the exception of historical information, the matters discussed in this report are
forward looking statements as that term is defined in Section 21E of the Securities Exchange Act
of 1934.
The risk factors described in this report could cause actual results to differ materially from
those predicted. By way of example:
|
|
|
The competitive nature of the same-day delivery business. |
|
|
|
|
The ability of the Company to attract and retain qualified courier personnel as well as
retain key management personnel. |
|
|
|
|
A change in the current tax status of courier drivers from independent contractor
drivers to employees. |
|
|
|
|
A significant increase in the number of workers compensation or vehicle liability
claims such that the Companys self insurance expense would increase significantly. |
|
|
|
|
A significant reduction in the exchange rate between the Canadian dollar and the U.S.
dollar. |
|
|
|
|
Failure of the Company to maintain required certificates, permits or licenses, or to
comply with applicable laws, ordinances or regulations could result in substantial fines or
possible revocation of the Companys authority to conduct certain of its operations. |
|
|
|
|
The ability of the Company to obtain adequate financing. |
|
|
|
|
The ability of the Company to pass on fuel cost increases to customers to maintain
profit margins and the quality of driver pay. |
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Foreign Exchange Exposure
Significant portions of the Companys operations are conducted in Canada. Exchange rate
fluctuations between the U.S. and Canadian dollar result in fluctuations in the amounts relating to
the Canadian operations reported in the Companys consolidated financial statements. The Company
historically has not entered into hedging transactions with respect to its foreign currency
exposure, but may do so in the future.
The sensitivity analysis model used by the Company for foreign exchange exposure compares the
revenue and net income figures from Canadian operations over the previous four quarters at the
actual exchange rate versus a 10% decrease in the exchange rate. Based on this model, a 10%
decrease would result in a decrease in revenue of approximately $15.7 million and a decrease in net
income of approximately $0.9 million over this period. There can be no assurances that the above
projected exchange rate decrease will materialize. Fluctuations of exchange rates are beyond the
control of the Companys management.
Interest Rate Exposure
The Company has no interest rate protection arrangements in effect at the present time. The
Company
26
does not hold or issue derivative financial instruments for speculative or trading purposes.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 15(a).
|
|
|
ITEM 9. |
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
ITEM 9A. CONTROLS AND PROCEDURES
|
|
(a). Evaluation of disclosure control and procedures |
An evaluation was carried out under the supervision and with the participation of the
Companys management, including its Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of its disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the
Companys fiscal year. Based upon the evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the design and operation of these disclosure controls and procedures were
effective.
There were no significant changes in the Companys internal controls or in other factors that
could significantly affect these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.
|
|
(b). Managements report on internal control over financial reporting. |
Managements report on internal control over financial reporting, which appears on page F-2 of
this Annual Report, is incorporated herein by reference.
ITEM 9B. OTHER INFORMATION
None.
27
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the caption Directors and Executive Officers in the
Companys definitive proxy statement to be filed in connection with the 2008 Annual Meeting of
Stockholders is incorporated herein by reference.
The Company has adopted a code of ethics that applies to all members of Board of Directors and
employees of the Company, including, the principal executive officer, principal financial officer,
principal accounting officer, or persons performing similar functions. The Company has posted a
copy of the code on the Companys internet website at the internet address: http://www.dynamex.com.
Copies of the code may be obtained free of charge from the Companys website at the above internet
address.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the caption Directors and Executive Officers in the
Companys definitive proxy statement to be filed in connection with the 2008 Annual Meeting of
Stockholders is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the caption Beneficial Ownership of Common Stock in the
Companys definitive proxy statement to be filed in connection with the 2008 Annual Meeting of
Stockholders is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption Certain Relationships and Related Transactions
in the Companys definitive proxy statement to be filed in connection with the 2008 Annual Meeting
of Stockholders is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information set forth under the caption Principal Accountant Fees and Services in the
Companys definitive proxy statement to be filed in connection with the 2008 Annual Meeting of
Stockholders is incorporated herein by reference.
28
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements
See Index to Consolidated Financial Statements on page F-1.
(b) Exhibits
Reference is made to the Exhibit Index on page E-1 for a list of all exhibits filed as a part
of this report.
(c) Financial Statement Schedules
All schedules for which provision is made in the applicable accounting regulation of the
Securities and Exchange Commission are not required under the related instructions or are
considered inapplicable and therefore have been omitted.
29
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
|
|
|
|
Dynamex Inc.,
A Delaware corporation
|
|
|
By: |
/s/ Ray E. Schmitz
|
|
|
|
Ray E. Schmitz, Vice-President and Chief Financial Officer |
|
|
Dated: October 12, 2007 |
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons of the registrant and in the capacities indicated on
October 12, 2007.
|
|
|
Name |
|
Title |
|
|
|
/s/ Richard K. McClelland
Richard K. McClelland
|
|
Chairman of the Board, Chief Executive
Officer, President and Director
(Principal Executive Officer) |
|
|
|
/s/ Ray E. Schmitz
Ray E. Schmitz
|
|
Vice President, Chief Financial Officer
(Principal Financial Officer) |
|
|
|
/s/ Samuel T. Hicks
Samuel T. Hicks
|
|
Corporate Controller
(Principal Accounting Officer) |
|
|
|
/s/ Wayne Kern
Wayne Kern
|
|
Director |
|
|
|
/s/ Stephen P. Smiley
Stephen P. Smiley
|
|
Director |
|
|
|
/s/ Brian J. Hughes
Brian J. Hughes
|
|
Director |
|
|
|
/s/ Bruce E. Ranck
Bruce E. Ranck
|
|
Director |
30
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
Page |
Dynamex Inc. |
|
|
|
|
F-2 |
|
|
F-3 |
|
|
F-5 |
|
|
F-6 |
|
|
F-7 |
|
|
F-8 |
Notes to the Consolidated Financial Statements
|
|
F-9 |
F-1
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Board of Directors and
Stockholders of Dynamex Inc.
Management of Dynamex Inc. is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities
Exchange Act of 1934. Dynamex Inc.s internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external reporting purposes in accordance with generally accepted
accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management, including our Chief Executive Officer and our Chief Financial Officer, assessed the
effectiveness of Dynamex Inc.s internal control over financial reporting as of July 31, 2007. In
making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control Integrated Framework. Based on our
assessment and those criteria, we believe that Dynamex Inc. maintained effective internal control
over financial reporting as of July 31, 2007.
Dynamex Inc.s independent registered public accounting firm, BDO Seidman, LLP, has issued an
attestation report dated October 5, 2007 on the effectiveness of Dynamex Inc.s internal control
over financial reporting. That report is included herein.
|
|
|
/s/ Richard K. McClelland
|
|
/s/ Ray E. Schmitz |
|
|
|
Richard K. McClelland
Chairman of the Board, Chief Executive
Officer, President and Director
(Principal Executive Officer)
|
|
Ray E. Schmitz
Vice President, Chief Financial Officer
(Principal Financial Officer) |
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Dynamex Inc.
Dallas, Texas
We have audited the accompanying consolidated balance sheets of Dynamex Inc. and Subsidiaries (the
Company) as of July 31, 2007 and 2006 and the related consolidated statements of operations,
stockholders equity, and cash flows for each of the three years in the period ended July 31, 2007.
These financial statements are the responsibility of the Companys management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statement. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of the Company at July 31, 2007 and 2006, and the results
of its operations and its cash flows for each of the three years in the period ended July 31, 2007,
in conformity with accounting principles generally accepted in the United States of America.
As more fully described in Note 1 to the consolidated financial statements, effective August 1,
2005, the Company adopted the provisions of SFAS 123(R), Share-Based Payment.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of the Companys internal control over financial reporting
as of July 31, 2007, and our report dated October 5, 2007, expressed an unqualified opinion thereon.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Dallas, Texas
October 5, 2007
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Dynamex Inc.
Dallas, Texas
We have audited the internal control over financial reporting maintained by Dynamex Inc. and
Subsidiaries (the Company) as of July 31, 2007, based on the criteria established in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria). Management of the Company is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Managements Report on Internal
Control over Financial Reporting. Our responsibility is to express an opinion on the Companys
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of July 31, 2007, based on the COSO criteria..
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of the Company as of July 31, 2007 and 2006,
and the related consolidated statements of operations, stockholders equity, and cash flows for
each of the three years in the period ended July 31, 2007. Our report dated October 5, 2007
expressed an unqualified opinion on those consolidated financial statements.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Dallas, Texas
October 5, 2007
F-4
DYNAMEX INC.
Consolidated Balance Sheets
July 31, 2007 and 2006
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
ASSETS
|
CURRENT |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
8,857 |
|
|
$ |
6,058 |
|
Accounts receivable (net of allowance for doubtful accounts
of $866 and $676, respectively) |
|
|
42,649 |
|
|
|
36,425 |
|
Income taxes receivable |
|
|
1,092 |
|
|
|
1,803 |
|
Prepaid and other current assets |
|
|
3,559 |
|
|
|
2,689 |
|
Deferred income taxes |
|
|
3,136 |
|
|
|
2,322 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
59,293 |
|
|
|
49,297 |
|
|
|
|
|
|
|
|
|
|
PROPERTY AND EQUIPMENT net |
|
|
8,495 |
|
|
|
5,967 |
|
GOODWILL |
|
|
47,613 |
|
|
|
46,934 |
|
INTANGIBLES net |
|
|
326 |
|
|
|
390 |
|
DEFERRED INCOME TAXES |
|
|
1,398 |
|
|
|
5,580 |
|
OTHER |
|
|
3,915 |
|
|
|
2,357 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
121,040 |
|
|
$ |
110,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts payable trade |
|
$ |
15,426 |
|
|
$ |
11,168 |
|
Accrued liabilities |
|
|
21,679 |
|
|
|
19,240 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
37,105 |
|
|
|
30,408 |
|
|
|
|
|
|
|
|
|
|
LONG-TERM DEBT |
|
|
|
|
|
|
905 |
|
OTHER LONG-TERM LIABILITIES |
|
|
2,526 |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
39,631 |
|
|
|
31,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Preferred stock; $0.01 par value, 10,000 shares authorized;
none outstanding |
|
|
|
|
|
|
|
|
Common stock; $0.01 par value, 50,000 shares authorized;
10,145 and 10,638 outstanding,
respectively |
|
|
101 |
|
|
|
106 |
|
Additional paid-in capital |
|
|
45,671 |
|
|
|
58,514 |
|
Retained earnings |
|
|
31,122 |
|
|
|
16,160 |
|
Accumulated other comprehensive income: |
|
|
|
|
|
|
|
|
Cumulative translation adjustment |
|
|
4,515 |
|
|
|
4,432 |
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
81,409 |
|
|
|
79,212 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders
equity |
|
$ |
121,040 |
|
|
$ |
110,525 |
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial statements.
F-5
DYNAMEX INC.
Consolidated Statements of Operations
Years ended July 31, 2007, 2006 and 2005
(in thousands except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
413,774 |
|
|
$ |
358,374 |
|
|
$ |
321,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchased transportation |
|
|
270,804 |
|
|
|
233,084 |
|
|
|
206,316 |
|
Other direct costs |
|
|
33,535 |
|
|
|
26,227 |
|
|
|
25,707 |
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
304,339 |
|
|
|
259,311 |
|
|
|
232,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
109,435 |
|
|
|
99,063 |
|
|
|
89,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
58,420 |
|
|
|
53,707 |
|
|
|
47,606 |
|
Other |
|
|
26,921 |
|
|
|
23,418 |
|
|
|
21,443 |
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
85,341 |
|
|
|
77,125 |
|
|
|
69,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
2,357 |
|
|
|
1,931 |
|
|
|
1,648 |
|
(Gain) loss on disposal of property and equipment |
|
|
(20 |
) |
|
|
1 |
|
|
|
(21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
21,757 |
|
|
|
20,006 |
|
|
|
18,404 |
|
|
Interest expense |
|
|
299 |
|
|
|
295 |
|
|
|
466 |
|
Other income, net |
|
|
2,079 |
|
|
|
275 |
|
|
|
226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
23,537 |
|
|
|
19,986 |
|
|
|
18,164 |
|
|
Income taxes |
|
|
8,575 |
|
|
|
7,594 |
|
|
|
6,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
14,962 |
|
|
$ |
12,392 |
|
|
$ |
11,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share |
|
$ |
1.41 |
|
|
$ |
1.12 |
|
|
$ |
0.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share |
|
$ |
1.39 |
|
|
$ |
1.11 |
|
|
$ |
0.95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares: |
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding |
|
|
10,612 |
|
|
|
11,057 |
|
|
|
11,544 |
|
Adjusted common shares assuming
exercise of stock options |
|
|
10,738 |
|
|
|
11,197 |
|
|
|
11,804 |
|
See accompanying notes to the consolidated financial statements.
F-6
Consolidated Statements of Stockholders Equity
Years ended July 31, 2007, 2006 and 2005
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Common Stock |
|
|
Paid-in |
|
|
Retained |
|
|
Comprehensive |
|
|
|
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
Income |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT JULY 31, 2004 |
|
|
11,435 |
|
|
$ |
114 |
|
|
$ |
75,309 |
|
|
$ |
(7,417 |
) |
|
$ |
1,304 |
|
|
$ |
69,310 |
|
Issuance of common stock, including
tax benefit of $317 |
|
|
177 |
|
|
|
2 |
|
|
|
1,428 |
|
|
|
|
|
|
|
|
|
|
|
1,430 |
|
Stock option compensation |
|
|
|
|
|
|
|
|
|
|
459 |
|
|
|
|
|
|
|
|
|
|
|
459 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,185 |
|
|
|
|
|
|
|
11,185 |
|
Unrealized foreign currency translation
adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,512 |
|
|
|
1,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT JULY 31, 2005 |
|
|
11,612 |
|
|
|
116 |
|
|
|
77,196 |
|
|
|
3,768 |
|
|
|
2,816 |
|
|
|
83,896 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock, including
tax benefit of $1,044 |
|
|
245 |
|
|
|
3 |
|
|
|
2,126 |
|
|
|
|
|
|
|
|
|
|
|
2,129 |
|
Stock option compensation |
|
|
|
|
|
|
|
|
|
|
717 |
|
|
|
|
|
|
|
|
|
|
|
717 |
|
Treasury stock purchase and
retirement |
|
|
(1,219 |
) |
|
|
(13 |
) |
|
|
(21,525 |
) |
|
|
|
|
|
|
|
|
|
|
(21,538 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,392 |
|
|
|
|
|
|
|
12,392 |
|
Unrealized foreign currency translation
adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,616 |
|
|
|
1,616 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT JULY 31, 2006 |
|
|
10,638 |
|
|
|
106 |
|
|
|
58,514 |
|
|
|
16,160 |
|
|
|
4,432 |
|
|
|
79,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock, including
tax benefit of $142 |
|
|
128 |
|
|
|
1 |
|
|
|
1,244 |
|
|
|
|
|
|
|
|
|
|
|
1,245 |
|
Stock option compensation |
|
|
|
|
|
|
|
|
|
|
771 |
|
|
|
|
|
|
|
|
|
|
|
771 |
|
Treasury stock purchase and
retirement |
|
|
(621 |
) |
|
|
(6 |
) |
|
|
(14,858 |
) |
|
|
|
|
|
|
|
|
|
|
(14,864 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,962 |
|
|
|
|
|
|
|
14,962 |
|
Unrealized foreign currency translation
adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83 |
|
|
|
83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT JULY 31, 2007 |
|
|
10,145 |
|
|
$ |
101 |
|
|
$ |
45,671 |
|
|
$ |
31,122 |
|
|
$ |
4,515 |
|
|
$ |
81,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial statements.
F-7
DYNAMEX INC.
Consolidated Statements of Cash Flows
Years ended July 31, 2007, 2006 and 2005
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
14,962 |
|
|
$ |
12,392 |
|
|
$ |
11,185 |
|
Adjustments to reconcile net income to net cash provided
by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
2,357 |
|
|
|
1,931 |
|
|
|
1,648 |
|
Amortization of deferred bank financing fees |
|
|
28 |
|
|
|
24 |
|
|
|
59 |
|
Provision for losses on accounts receivable |
|
|
499 |
|
|
|
695 |
|
|
|
531 |
|
Stock option compensation |
|
|
771 |
|
|
|
717 |
|
|
|
459 |
|
Deferred income taxes |
|
|
3,368 |
|
|
|
1,716 |
|
|
|
3,652 |
|
Lessor financed leasehold improvements |
|
|
1,997 |
|
|
|
|
|
|
|
|
|
Non-cash rent expense |
|
|
860 |
|
|
|
|
|
|
|
|
|
(Gain) loss on disposal of property and equipment |
|
|
(19 |
) |
|
|
1 |
|
|
|
(21 |
) |
Changes in current operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(6,722 |
) |
|
|
(5,417 |
) |
|
|
(4,879 |
) |
Prepaids and other current assets |
|
|
(105 |
) |
|
|
(1,377 |
) |
|
|
(929 |
) |
Accounts payable and accrued liabilities |
|
|
6,589 |
|
|
|
4,837 |
|
|
|
2,812 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
24,585 |
|
|
|
15,519 |
|
|
|
14,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(4,961 |
) |
|
|
(2,193 |
) |
|
|
(2,423 |
) |
Cash payment for acquisition |
|
|
|
|
|
|
|
|
|
|
(100 |
) |
Net proceeds from disposal of property and equipment |
|
|
|
|
|
|
|
|
|
|
28 |
|
Purchase of investments |
|
|
(278 |
) |
|
|
(160 |
) |
|
|
(358 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(5,239 |
) |
|
|
(2,353 |
) |
|
|
(2,853 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments on long-term debt |
|
|
(5 |
) |
|
|
(3 |
) |
|
|
(2 |
) |
Net (payments) receipts under line of credit |
|
|
(900 |
) |
|
|
900 |
|
|
|
(10,000 |
) |
Proceeds from stock option exercise |
|
|
1,103 |
|
|
|
1,084 |
|
|
|
1,113 |
|
Tax benefit realized from exercise of stock options |
|
|
142 |
|
|
|
1,044 |
|
|
|
317 |
|
Purchase and retirement of treasury stock |
|
|
(14,864 |
) |
|
|
(21,538 |
) |
|
|
|
|
Other assets and deferred financing fees |
|
|
(1,212 |
) |
|
|
(964 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(15,736 |
) |
|
|
(19,477 |
) |
|
|
(8,574 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EFFECT OF EXCHANGE RATES ON CASH |
|
|
(811 |
) |
|
|
691 |
|
|
|
661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
|
2,799 |
|
|
|
(5,620 |
) |
|
|
3,751 |
|
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR |
|
|
6,058 |
|
|
|
11,678 |
|
|
|
7,927 |
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF YEAR |
|
$ |
8,857 |
|
|
$ |
6,058 |
|
|
$ |
11,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
262 |
|
|
$ |
304 |
|
|
$ |
506 |
|
|
|
|
|
|
|
|
|
|
|
Cash paid for taxes |
|
$ |
5,226 |
|
|
$ |
6,910 |
|
|
$ |
2,872 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial statements.
F-8
1. |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|
|
|
Description of business Dynamex Inc. and Subsidiaries (the Company or Dynamex) provide
same-day delivery and logistics services in the United States and Canada. The Companys primary
services are (i) same-day, on-demand delivery, (ii) scheduled and distribution and (iii) fleet
outsourcing and facilities management. |
|
|
|
The operating subsidiaries of the Company, with country of incorporation, are as follows: |
|
|
|
Dynamex Operations East Inc. (U.S.) |
|
|
|
|
Dynamex Operations West Inc. (U.S.) |
|
|
|
|
Dynamex Fleet Services, Inc. (U.S.) |
|
|
|
|
Dynamex Franchise Holdings, Inc. (U.S.) |
|
|
|
|
Dynamex Domestic Franchising, Inc. (U.S.) |
|
|
|
|
Dynamex Canada Corp. (Canada) |
|
|
|
|
Dynamex Canada Franchise Holdings, Inc. (Canada) |
Principles of consolidation The consolidated financial statements include the accounts of
Dynamex Inc. and its wholly-owned subsidiaries. All significant inter-company accounts and
transactions have been eliminated. All dollar amounts in the financial statements and notes to
the financial statements are stated in thousands of dollars unless otherwise indicated.
Use of estimates The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities
at the balance sheet dates and the reported amounts of revenues and expenses. Actual results
may differ from such estimates. The Company reviews all significant estimates affecting the
financial statements on a recurring basis and records the effect of any necessary adjustments
prior to their issuance.
Property and equipment Property and equipment are carried at cost less accumulated
depreciation and amortization. Depreciation is provided using the straight-line method over the
estimated useful lives of the related assets for financial reporting purposes and principally on
accelerated methods for tax purposes. Leasehold improvements are depreciated using the
straight-line method over their estimated useful lives or the lease term, whichever is shorter.
Ordinary maintenance and repairs are charged to expense as incurred. Expenditures that extend
the physical or economic life of property and equipment are capitalized. The estimated useful
lives of property and equipment are as follows:
|
|
|
Equipment
|
|
3-7 years |
Software
|
|
3-5 years |
Furniture
|
|
7 years |
Vehicles
|
|
5 years |
The Company periodically reviews property and equipment whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable or their depreciation
or amortization periods should be accelerated. When any such impairment exists, the related
assets will be written down to their fair value.
The Company capitalizes both internal and external costs of developing or obtaining computer
software for internal use. Costs incurred to develop internal-use software during the
application development stage are capitalized, while data conversion, training and maintenance
costs associated with internal-use software are expensed as incurred. As of July 31, 2007 and
2006, the net book value of capitalized software costs was $2,291 and $2,141, respectively.
Amortization expense related to capitalized software was $737, $626 and $414 in fiscal years
2007, 2006 and 2005, respectively.
Business and credit concentrations Financial instruments that potentially subject the Company
to concentrations of credit risk consist principally of temporary cash investments and trade
receivables.
F-9
The Company places its temporary cash investments with high-credit, quality financial
institutions. At times such amounts may exceed F.D.I.C. limits. The Company limits the amount
of credit exposure with any one financial institution and believes no significant concentration
of credit risk exists with respect to cash investments.
The Companys customers are not concentrated in any specific geographic region or industry.
During the years ended July 31, 2007, 2006 and 2005, sales to Office Depot, Inc. represented
approximately 14.2%, 10.6% and 9.8%, respectively, of the Companys revenue. Sales to the
Companys five largest customers, including Office Depot, represented approximately 28%, 25% and
24% of the Companys consolidated sales for the year ended July 31, 2007, 2006 and 2005,
respectively.
A significant number of the Companys customers are located in Canada. For the fiscal years
ended July 31, 2007, 2006 and 2005, approximately 38%, 36% and 33% of the Companys sales,
respectively, were generated in Canada. See Note 14 of Notes to the Consolidated Financial
Statements for additional information concerning the Companys foreign operations.
Office Depot represented approximately 10.5% of the net accounts receivable at July 31,
2007 compared to 13% at July 31, 2006. There were no other significant accounts receivable from
a single customer. The Company establishes an allowance for doubtful accounts based upon
factors surrounding the credit risk of specific customers, historical trends and other
information.
Goodwill and intangibles Intangibles arise from acquisitions accounted for as purchased
business combinations and include goodwill, covenants not-to-compete and other identifiable
intangibles and from the payment of financing costs associated with the Companys credit
facility. Goodwill represents the excess purchase price over all tangible and identifiable
intangible net assets acquired. Effective August 1, 2001 the Company adopted Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS No. 142)
which requires, among other things, that companies no longer amortize goodwill and instead sets
forth methods to periodically evaluate goodwill for impairment. The Company conducts on at
least an annual basis a review of its reporting units to determine whether their carrying value
exceeds their market value and, if so, performs a detailed analysis of the reporting units
assets and liabilities to determine whether the goodwill is impaired. The Company performed its
goodwill impairment test as of the first day of the fourth quarter of fiscal 2007. Based on
this test, no impairment was indicated. Other intangible assets are being amortized over
periods ranging from 3 to 25 years. Deferred bank financing fees are amortized over the term of
the related credit facility. Amortization of deferred financing fees is classified as interest
expense in the consolidated statement of operations. Aggregate amortization expense during the
years ended July 31, 2007, 2006 and 2005 totaled $32, $76 and $34, respectively. Estimated
amortization expense for the succeeding five fiscal years is approximately $42 for the year
2008, and $19 thereafter.
Revenue recognition Revenues are recognized when services are rendered to customers, that is,
primarily when the pickup and delivery is complete. There may be a time lag between the
completion of the service and the generation of an invoice. Accordingly, unbilled revenue is
recognized for those shipments that have been completed but have not been invoiced.
Cash and cash equivalents The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.
Allowance for doubtful accounts The Company maintains an allowance for doubtful accounts for
estimated losses resulting from the inability of its customers to make payments when due or
within a reasonable period of time thereafter. Estimates are used in determining this allowance
based on the Companys historical collection experience, current trends, credit policy and aging
category. If the financial condition of the Companys customers were to deteriorate, thus
impairing their ability to make required payments, additional allowances may be required. The
Companys allowance at July 31, 2007 is approximately 2.0% of outstanding accounts receivable
compared to approximately 1.8% at July 31, 2006.
Financial instruments Carrying values of cash and cash equivalents, accounts receivable,
accounts payable and accrued liabilities approximate fair value due to the short-term maturities
of these assets and liabilities. Long-term debt consists primarily of variable rate borrowings
under the bank credit agreement. The carrying
F-10
value of these borrowings approximates fair value.
Financing costs During the fiscal years ended July 31, 2007, 2006, and 2005, the Company
capitalized $3, $3 and $2, respectively of costs incurred in connection with debt financings and
amendments (See Note 6 of Notes to the Consolidated Financial Statements). These costs are
being amortized over the terms of the respective financings and are included in interest
expense. The amounts of amortization and the write-off of previous deferred financing costs
were $32 in 2007, $24 in 2006 and $59 in 2005.
Other assets Recoverable contract contingency costs The Company has recorded as an Other
Asset certain costs related to contractually reimbursable contingency costs incurred in
connection with the launch of certain contracts in accordance with EITF 99-5, Accounting for
Pre-Production Costs Related to Long-Term Supply Arrangements, These costs will be recovered
during the initial contract term, from a designated portion of the unit price specified in the
contract. Should the contract be cancelled for any reason, the customer is obligated to
reimburse the Company for any unamortized balance. Total recoverable contract contingency costs
capitalized at July 31, 2007 and 2006 amount to $1,381 and $581, respectively.
Other long-term liabilities During July 2006 the Company entered into a new lease for its U.S.
corporate headquarters. This lease agreement contains tenant improvement allowances and rent
escalation clauses. The Company recognizes a deferred rent liability for tenant improvement
allowances within other long-term liabilities and amortizes these amounts over the term of the
lease as a reduction of rent expense. For scheduled rent escalation clauses during the lease
term, the Company records rental expense on a straight-line basis over the term of the lease.
Self-insured claims liability The Company is primarily self-insured for U.S. workers
compensation and vehicle liability claims. A liability for unpaid claims and the associated
claim expenses, including incurred but unreported losses, are recorded based on the Companys
estimates of the aggregate liability for claims incurred. The Companys estimates are based on
actual experience and historical assumptions of development of unpaid liabilities over time.
Factors affecting the determination of amounts to be accrued for claims include, but are not
limited to, cost, frequency, or payment patterns resulting from new types of claims, the hazard
level of our operations, tort reform or other legislative changes, unfavorable jury decisions,
court interpretations, changes in the medical conditions of claimants and economic factors such
as inflation. The method of calculating the estimated accrued liability for claims is subject
to inherent uncertainty. If actual results are less favorable than what are used to calculate
the accrued liability, the Company would have to record expenses in excess of what has already
been accrued.
Effective July 1, 2005 the Company elected to become primarily self-insured for vehicle
liability claims. The Company estimates its liability for claims in a manner similar to
workers compensation claims.
Income taxes Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes related primarily to
differences between the basis of assets and liabilities for financial and income tax reporting.
The net deferred tax assets and liabilities represent the future tax return consequences of
those differences, which will either be taxable or deductible when the assets and liabilities
are recovered or settled.
Stock-based compensation Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment, (SFAS No. 123(R)) requires the measurement and recording of all
share-based payments to employees, including grants of stock options, be determined using a
fair-value-based method. The accounting provisions of SFAS No. 123R were adopted by the Company
effective August 1, 2005.
Prior to the effective date of SFAS No. 123(R), Statement of Financial Accounting Standards No.
123, Accounting for Stock-Based Compensation, (SFAS No. 123) encouraged but did not require
companies to record compensation cost for stock based employee compensation plans at fair value.
Effective August 1, 2003, the Company elected to adopt the fair value recognition provisions of
SFAS No. 123 for stock-based employee compensation. Under the modified prospective method of
adoption selected by the Company, stock-based employee compensation cost recognized in 2006,
2005 and 2004 was the same as that which would have been recognized had the fair value
recognition provisions of SFAS No. 123(R) been applied to all awards granted after August 1,
1995.
F-11
The fair value of each grant was estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used for grants in 2007,
2006, and 2005, respectively: dividend yield of 0% for all years; expected volatility of 44%,
51%, and 70%; risk-free interest rate of 4.6%, 4.3%, and 4.2%, and expected lives of an average
of 5.3 years for options granted to employees and of 7.7 years for options granted to
non-employee directors for all years. The weighted average grant-date fair value of stock
options granted during the years 2007, 2006 and 2005 was $11.97, $8.82 and $10.02, respectively.
As discussed in Note 10 of Notes to the Consolidated Financial Statements, option expense in
2007, 2006 and 2005 amounted to $771, $717 and $459, respectively, under the fair value
approach. Based on the outstanding and unvested awards as of July 31, 2007, the anticipated
effect on net income for fiscal 2008, net of taxes, will be approximately $530.
Net income per share Basic net income per common share is based on the weighted average number
of common shares outstanding during the period. Diluted net income per common share is based on
the weighted average common shares outstanding and all potentially dilutive common shares
outstanding during the period determined using the treasury stock method. Diluted earnings per
share reflect the potential dilution that could occur if outstanding stock options were
exercised, that would then share in the earnings of the Company. Outstanding options to
purchase 8, 20 and 10 shares of common stock at July 31, 2007, 2006 and 2005, respectively, were
not included in the computation of net income per share as their effect would be antidilutive.
Outstanding stock options issued by the Company represent the only dilutive effect reflected in
diluted weighted average shares.
Foreign currency translation Assets and liabilities in foreign currencies are translated into
U.S. dollars at the rates in effect at the balance sheet date. Revenues and expenses are
translated at average rates during the year. The net exchange differences resulting from these
translations are recorded in stockholders equity. Where amounts denominated in a foreign
currency are converted into dollars by remittance or repayment, the realized exchange
differences are included in the Consolidated Statement of Operations.
Treasury stock acquired and retired Treasury stock is recorded at cost. Delaware law
permits treasury shares to be retired when appropriately authorized by the Board of Directors,
and the Company has retired such shares by appropriate reductions in the value of common stock
and additional paid-in capital.
New accounting pronouncements In June 2006, the FASB issued FASB Interpretation (FIN) No. 48,
Accounting for Uncertainty in Income Taxes, (FIN 48) that provides guidance on the accounting
for uncertainty in income taxes recognized in financial statements. The Company will adopt FIN
48 on August 1, 2007. We are currently evaluating the impact of adopting FIN 48; however, we do
not expect the adoption of this provision to have a material effect on our financial position,
results of operations or cash flows.
In September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108 in order to
eliminate the diversity of practice surrounding how public companies quantify financial
statement misstatements. In SAB No. 108, the SEC staff established an approach that requires
quantification of financial statement misstatements based on the effects of the misstatements on
each of the Companys financial statements and the related financial statement disclosures. SAB
No. 108 is effective for fiscal years ending after November 15, 2006. The Company believes the
adoption of SAB No. 108 had no material impact on its consolidated financial statements.
In September 2006, the FASB issued Statement No. 157 (SFAS 157), Fair Value Measurement,
This Statement establishes a framework for measuring fair value in generally accepted accounting
principles and expands disclosures about fair value measurements. While SFAS 157 does not
require any new value measurements, it may change the application of fair value measurements
embodied in other accounting standards. SFAS 157 will be effective at the beginning of the
Companys 2008 fiscal year. The Company is currently assessing the effect of this pronouncement,
but does not expect the impact on our consolidated financial statements to be material.
In February 2007, the FASB issued Statement No. 159 (SFAS 159), The Fair Value Option for
Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No 115.
This Statement permits an entity to choose to measure many financial instruments and certain
other items at fair value. A business entity will report unrealized gains and losses on items
for which the fair value option has been elected
F-12
in earnings. The fair value option (a) may be applied instrument by instrument, (b) is
irrevocable, and (c) is applied to entire instruments and not to portions of instruments. SFAS
No. 159 is effective as of the beginning of an entitys first fiscal year that begins after
November 15, 2007. The Company believes the adoption of SFAS No. 159 will have no material
impact on its consolidated financial statements.
Reclassification Certain reclassifications have been made to conform prior year data to the
current presentation.
2. |
|
COMPUTATION OF EARNINGS PER SHARE |
|
|
|
The following is a reconciliation of the numerators and denominators of the basic and diluted
earnings per share computation as required by Statement of Financial Accounting Standards No.
128, Earnings Per Share. Common stock equivalents related to stock options are excluded from
diluted earnings per share calculation if their effect would be antidilutive to earnings per
share. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended July 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
14,962 |
|
|
$ |
12,392 |
|
|
$ |
11,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
10,612 |
|
|
|
11,057 |
|
|
|
11,544 |
|
Common share equivalents related to options |
|
|
126 |
|
|
|
140 |
|
|
|
260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares and common share equivalents |
|
|
10,738 |
|
|
|
11,197 |
|
|
|
11,804 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share |
|
$ |
1.41 |
|
|
$ |
1.12 |
|
|
$ |
0.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share |
|
$ |
1.39 |
|
|
$ |
1.11 |
|
|
$ |
0.95 |
|
|
|
|
|
|
|
|
|
|
|
3. |
|
INTANGIBLES |
|
|
|
Intangibles consist of the following: |
|
|
|
|
|
|
|
|
|
|
|
July 31, |
|
|
|
2007 |
|
|
2006 |
|
Carrying amount: |
|
|
|
|
|
|
|
|
Deferred bank financing fees |
|
$ |
132 |
|
|
$ |
129 |
|
Customer lists |
|
|
92 |
|
|
|
80 |
|
Trademarks |
|
|
470 |
|
|
|
470 |
|
|
|
|
|
|
|
|
|
|
|
694 |
|
|
|
679 |
|
|
|
|
|
|
|
|
|
|
Less accumulated amortization: |
|
|
|
|
|
|
|
|
Deferred bank financing fees |
|
|
(123 |
) |
|
|
(95 |
) |
Customer lists |
|
|
(78 |
) |
|
|
(45 |
) |
Trademarks |
|
|
(167 |
) |
|
|
(149 |
) |
|
|
|
|
|
|
|
|
|
|
(368 |
) |
|
|
(289 |
) |
|
|
|
|
|
|
|
Intangibles net |
|
$ |
326 |
|
|
$ |
390 |
|
|
|
|
|
|
|
|
F-13
4. |
|
PROPERTY AND EQUIPMENT |
|
|
|
Property and equipment consists of the following: |
|
|
|
|
|
|
|
|
|
|
|
July 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Equipment |
|
$ |
18,621 |
|
|
$ |
17,366 |
|
Software |
|
|
8,592 |
|
|
|
7,680 |
|
Furniture |
|
|
2,030 |
|
|
|
2,433 |
|
Vehicles |
|
|
567 |
|
|
|
545 |
|
Leasehold improvements |
|
|
4,948 |
|
|
|
2,809 |
|
Other |
|
|
1 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
34,759 |
|
|
|
30,839 |
|
Less accumulated depreciation |
|
|
(26,264 |
) |
|
|
(24,872 |
) |
|
|
|
|
|
|
|
Property and equipment net |
|
$ |
8,495 |
|
|
$ |
5,967 |
|
|
|
|
|
|
|
|
Depreciation expense included in the accompanying consolidated statements of operations for the
years ended July 31, 2007, 2006 and 2005 was $2,306, $1,879 and $1,614, respectively.
5. |
|
ACCRUED LIABILITIES |
|
|
|
Accrued liabilities consist of the following: |
|
|
|
|
|
|
|
|
|
|
|
July 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Salaries and wages |
|
$ |
3,816 |
|
|
$ |
4,626 |
|
Independent contractor settlements |
|
|
5,870 |
|
|
|
4,695 |
|
Workers compensation estimated claims |
|
|
1,711 |
|
|
|
1,486 |
|
Auto liability estimated claims |
|
|
2,234 |
|
|
|
1,109 |
|
Vacation |
|
|
2,400 |
|
|
|
2,058 |
|
Interest |
|
|
|
|
|
|
7 |
|
Deferred revenue |
|
|
177 |
|
|
|
235 |
|
Taxes other |
|
|
1,100 |
|
|
|
930 |
|
Other |
|
|
4,371 |
|
|
|
4,094 |
|
|
|
|
|
|
|
|
Total accrued liabilities |
|
$ |
21,679 |
|
|
$ |
19,240 |
|
|
|
|
|
|
|
|
6. |
|
LONG-TERM DEBT AND OTHER LIABILITIES |
|
|
|
Long-term debt and other liabilities consist of the following: |
|
|
|
|
|
|
|
|
|
|
|
July 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Revolving credit facility (a) |
|
$ |
|
|
|
$ |
900 |
|
Other long-term liabilties (b) |
|
|
2,526 |
|
|
|
5 |
|
|
|
|
|
|
|
|
Total long-term debt |
|
$ |
2,526 |
|
|
$ |
905 |
|
|
|
|
|
|
|
|
F-14
|
a) |
|
Revolving Credit Agreement |
|
|
On April 22, 2005, the Company entered into the First Amendment (the Amendment) to the March
2, 2004 $30 million Revolving Credit Facility (the Credit Facility) (together the Amended
Credit Facility). The Amendment decreased the facility from $30 million to $15 million, and
reduced the applicable margin on LIBOR contracts from a range of 1.25% 1.75% to 1.00% 1.50%,
based on the ratio of Funded Debt to EBITDA, as defined in the Credit Facility. The Amendment
also extended the maturity date to November 30, 2008 from November 30, 2007, eliminated the
financial ratio requiring a measurement of funded debt to eligible receivables, as defined and
reduced the restrictions on Permitted Acquisitions. The Amended Credit Facility has no
scheduled principal payments; however, the Company is required to maintain certain financial
ratios related to minimum amounts of stockholders equity, fixed charges to cash flow and funded
debt to cash flow, as defined. Amounts outstanding under the Amended Credit Facility are
secured by all of the Companys U.S. assets and 100% of the stock of its domestic subsidiaries.
The Credit Facility also contains restrictions on incurring additional debt and investments by
the Company. |
|
|
|
Effective October 31, 2005, the Revolving Credit Facility was amended to eliminate stock
acquisitions of up to $25 million from the fixed charge coverage ratio calculation. On November
10, 2005, the Revolving Credit Facility was increased from $15 million to $20 million to
accommodate temporary borrowings to fund the stock repurchase program. On July 21, 2006, the
Revolving Credit Facility was amended to extend the maturity date to July 31, 2009, to permit
aggregate treasury stock purchases up to $35 million, and to eliminate the requirement to
maintain a specified amount of minimum stockholders equity. On October 5, 2006, the Revolving
Credit Facility was amended to change the sublimit of the authorized letters of credit from $5.5
million to $7.5 million. On July 31, 2007, the Revolving Credit Facility was amended to permit
treasury stock purchases not to exceed $20 million in aggregate amount during any fiscal year.
At July 31, 2007, there were no borrowings under the credit agreement; letters of credit
totaling $5.2 million were outstanding. |
|
|
In connection with the acquisition of certain property the Company has capitalized certain
leases which were repaid in 2007. The Company recognizes a deferred rent liability for tenant
improvement allowances within other long-term liabilities and amortizes these amounts over the
term of the lease as a reduction of rent expense. For scheduled rent escalation clauses during
the lease term, the Company records rental expense on a straight-line basis over the term of the
lease. |
7. |
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
COMMITMENTS |
|
|
|
The Company leases certain equipment and properties under non-cancelable operating lease
agreements, which expire at various dates.
|
F-15
|
|
At July 31, 2007, minimum annual lease payments for such operating leases are as follows: |
|
|
|
|
|
2008 |
|
$ |
9,877 |
|
2009 |
|
|
7,814 |
|
2010 |
|
|
6,088 |
|
2011 |
|
|
3,982 |
|
2012 |
|
|
2,135 |
|
Thereafter |
|
|
2,790 |
|
|
|
|
|
|
|
$ |
32,686 |
|
|
|
|
|
|
|
Rent expense related to operating leases amounted to approximately $17,855, $14,350, and $12,318
for the years ended July 31, 2007, 2006 and 2005, respectively. |
|
|
|
The Company has entered into an employment agreement with its CEO which provides for the payment
of a base salary in the annual amount of $400, participation in an executive bonus plan, an auto
allowance, and participation in other employee benefit plans. In addition, the Company has
entered into retention agreements with certain key executive officers and other employees that
provide certain benefits in the event their employment is terminated subsequent to a change in
control of the Company, as defined in the retention agreements. The Company believes that it is
unlikely that these circumstances will transpire, but if they did the potential exposure could
range between $3.0 million and $3.5 million. |
|
|
|
CONTINGENCIES |
|
|
|
The California Employment Development Department (the EDD), in 2005, conducted an employment
tax audit of certain of the Companys operations in California for the period April 2003 through
March 2005. As a result of the audit, the EDD concluded that certain independent contractors
used by the Company should be reclassified as employees. Based on such reclassification, the
EDD made a $345 assessment plus accrued interest against the Company, the bulk of which is for
personal income taxes. The Company subsequently provided documentation to the EDD related to
the original assessment which resulted in a reduction in the assessment of approximately $100.
The assessment has been paid, and the Company has filed a Refund Claim. |
|
|
|
The California EDD conducted an employment tax audit of the Companys other California
operations in 2006. Based on its conclusion that certain independent contractors used by the
Company should be reclassified as employees, a Notice of Assessment was issued by the EDD in
April 2007 in the amount of $2.8 million, $2.0 of which the EDD claims represents personal
income tax of the reclassified individuals. The Company has filed a Petition for Reassessment
and intends to vigorously contest the assessment. |
|
|
|
On April 15, 2005, a purported class action was filed against the Company by a former Company
driver in the Superior Court of California, Los Angeles County, alleging that the Company
unlawfully misclassified its California drivers as independent contractors, rather than
employees, and asserting, as a consequence, entitlement on behalf of the purported class
claimants to overtime compensation and other benefits under California wage and hour laws,
reimbursement of certain operating expenses, and various insurance and other benefits and the
obligation of the Company to pay employer payroll taxes under federal and state law. The
plaintiff filed a Motion for Class Certification on November 2, 2006. The Company responded in
a Memorandum of Points and Authorities in Support of Defendants Opposition to Plaintiffs
Motion for Class Certification on November 29, 2006. A hearing was held on December 12, 2006,
and on December 14, 2006, the Plaintiffs Motion for Class Certification was denied. The
Plaintiff filed a Notice of Appeal on January 5, 2007. During the summer of 2007, Plaintiff
associated additional counsel for the Appeal. Plaintiff requested and was granted a 30 day
extension to August 27, 2007, in which to file his Opening Brief. An additional 30 day
extension was granted on August 27th, extending the time to September 26th. The Companys
answering brief will be due 30 days after the Opening brief is filed. Plaintiff will have 30
days following that in which to file a rebuttal brief. Thereafter the Court will schedule an
Oral hearing, most likely in the early months of 2008. |
|
|
|
We believe that the Companys independent contractor owner-operator drivers are properly
classified as independent contractors and intend to vigorously defend this litigation. Given
the nature and preliminary status of the claims, however, we cannot yet determine the amount or
a reasonable range of potential loss in these matters, if any. |
F-16
|
|
The Company is a party to various legal proceedings arising in the ordinary course of its
business. Management believes that the ultimate resolution of these proceedings will not, in
the aggregate, have a material adverse effect on the financial condition, results of operations,
or liquidity of the Company. |
8. |
|
INCOME TAXES |
|
|
|
The United States and Canadian components of income before income taxes are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended July 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
$ |
10,547 |
|
|
$ |
7,857 |
|
|
$ |
6,135 |
|
United States |
|
|
12,990 |
|
|
|
12,129 |
|
|
|
12,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
23,537 |
|
|
$ |
19,986 |
|
|
$ |
18,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The provision for income tax expense consisted of the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended July 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
$ |
1,641 |
|
|
$ |
2,784 |
|
|
$ |
2,091 |
|
United States Federal |
|
|
2,935 |
|
|
|
2,578 |
|
|
|
519 |
|
United States States |
|
|
631 |
|
|
|
517 |
|
|
|
717 |
|
|
|
|
|
|
|
|
|
|
|
Total current tax expense |
|
|
5,207 |
|
|
|
5,879 |
|
|
|
3,327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
50 |
|
|
|
14 |
|
|
|
64 |
|
United States Federal |
|
|
3,021 |
|
|
|
1,148 |
|
|
|
3,426 |
|
United States States |
|
|
297 |
|
|
|
553 |
|
|
|
162 |
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax expense |
|
|
3,368 |
|
|
|
1,715 |
|
|
|
3,652 |
|
|
|
|
|
|
|
|
|
|
|
Total income tax provision |
|
$ |
8,575 |
|
|
$ |
7,594 |
|
|
$ |
6,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Differences between financial accounting principles and tax laws cause differences between the
bases of certain assets and liabilities for financial reporting purposes and tax purposes. The
tax effects of these differences, to the extent they are temporary, are recorded as deferred tax
assets and liabilities under Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes (SFAS No. 109) and consisted of the following components: |
F-17
|
|
|
|
|
|
|
|
|
|
|
July 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Deferred tax asset: |
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
254 |
|
|
$ |
197 |
|
Amortization of intangibles |
|
|
1,745 |
|
|
|
3,908 |
|
Accrued vacation |
|
|
637 |
|
|
|
544 |
|
Accrued liabilities and other |
|
|
2,120 |
|
|
|
1,581 |
|
Stock option expense |
|
|
396 |
|
|
|
335 |
|
Deferred compensation |
|
|
424 |
|
|
|
303 |
|
Charitable contribution carryover |
|
|
|
|
|
|
8 |
|
Foreign tax credit carryforward |
|
|
|
|
|
|
3,608 |
|
WOTC tax credit carryforward |
|
|
125 |
|
|
|
|
|
Capitalized start-up costs |
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax benefits |
|
|
5,736 |
|
|
|
10,484 |
|
Less valuation allowance |
|
|
|
|
|
|
(1,724 |
) |
|
|
|
|
|
|
|
Net deferred tax asset |
|
|
5,736 |
|
|
|
8,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liability: |
|
|
|
|
|
|
|
|
Fixed assets |
|
|
(1,202 |
) |
|
|
(858 |
) |
|
|
|
|
|
|
|
Total deferred tax liability |
|
|
(1,202 |
) |
|
|
(858 |
) |
|
|
|
|
|
|
|
Net deferred tax asset |
|
$ |
4,534 |
|
|
$ |
7,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial statements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current deferred tax asset |
|
$ |
3,136 |
|
|
$ |
2,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current deferred tax asset |
|
$ |
1,398 |
|
|
$ |
5,580 |
|
|
|
|
|
|
|
|
|
|
The Company establishes valuation allowances in accordance with the provisions of SFAS No. 109.
The Company continually reviews the adequacy of its valuation allowances and adjusts the
allowances for changes in expected realization. |
|
|
|
During the year ended July 31, 2007, the Company repatriated approximately $3.6 million from its
Canadian subsidiary. Except for certain applicable state income taxes, the Company was able to
offset substantially all the U.S. income tax liability arising from the dividends with foreign
tax credits. The Company had an estimated unused foreign tax credit carryforward of $3.6
million as of July 31, 2006. This carryforward was available to offset future United States
federal income taxes on foreign source income. At July 31, 2006 the Company established a
valuation allowance of approximately $1.7 million to reduce the value of its foreign tax credit
carryforwards to estimated realizable value. At July 31, 2007 the Company has utilized all of
its foreign tax credit carryforwards. |
|
|
|
The Company has not provided for U.S. Federal and foreign withholding taxes on the foreign
subsidiaries undistributed earnings as of July 31, 2007. Such earnings are intended to be
reinvested indefinitely. |
|
|
|
Total income tax expense was $8.6 million, 36.4% of income before taxes in the current fiscal
year compared to $7.6 million, 38.0% of income before taxes in fiscal year 2006. Excluding the
impact of the one-time benefit from the resolution of prior year cross-border transfer pricing
issues as shown in Footnote 13 below, income tax expense would have been approximately $8.2
million, 36.9% of income before taxes. The current year tax rate includes the impact of the new
Texas margin tax, true-up of estimated state income taxes based on actual returns for tax year
2006 and a slightly lower effective income tax rate in Canada. |
|
|
|
The differences in income tax provided and the amounts determined by applying the statutory rate
to income before income taxes result from the following: |
F-18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended July 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes at statutory rate |
|
$ |
8,003 |
|
|
$ |
6,995 |
|
|
$ |
6,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect on taxes resulting from: |
|
|
|
|
|
|
|
|
|
|
|
|
State taxes |
|
|
928 |
|
|
|
823 |
|
|
|
879 |
|
Impact on NY State net operating loss
carryforward from merging subsidiary |
|
|
|
|
|
|
248 |
|
|
|
|
|
Foreign taxes (refunds) |
|
|
(1,971 |
) |
|
|
314 |
|
|
|
245 |
|
(Increase) decrease in foreign tax credit |
|
|
3,608 |
|
|
|
(1,504 |
) |
|
|
(538 |
) |
Increase (decrease) in valuation allowance |
|
|
(1,724 |
) |
|
|
430 |
|
|
|
540 |
|
Other (including permanent differences) |
|
|
(269 |
) |
|
|
288 |
|
|
|
(323 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,575 |
|
|
$ |
7,594 |
|
|
$ |
6,979 |
|
|
|
|
|
|
|
|
|
|
|
9. |
|
RESERVE FOR DOUBTFUL ACCOUNTS |
|
|
|
The changes in the reserve for doubtful accounts are summarized below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
Additions Charges |
|
|
|
|
|
Balance |
|
|
Beginning of |
|
to Costs and |
|
|
|
|
|
at End of |
|
|
Year |
|
Expenses |
|
Deductions |
|
Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31, 2007 |
|
$ |
676 |
|
|
$ |
499 |
|
|
$ |
309 |
|
|
$ |
866 |
|
July 31, 2006 |
|
|
767 |
|
|
|
695 |
|
|
|
786 |
|
|
|
676 |
|
July 31, 2005 |
|
|
751 |
|
|
|
531 |
|
|
|
515 |
|
|
|
767 |
|
10. |
|
STOCK OPTION PLAN |
|
|
|
Effective June 5, 1996, the Companys stockholders approved the Amended and Restated 1996 Stock
Option Plan (the Option Plan). The Option Plan has been subsequently amended to increase the
maximum aggregate amount of common stock with respect to which options may be granted to
1,750,000 shares. The Option Plan provides for the granting of both incentive stock options and
non-qualified stock options. In addition, the Option Plan provides for the granting of
restricted stock, which may include, without limitation, restrictions on the right to vote such
shares and restrictions on the right to receive dividends on such shares. The exercise price of
all options granted under the Option Plan may not be less than the fair market value of the
underlying common stock on the date of grant. Generally, the options vest and become
exercisable ratably over a five-year period, commencing one year after the grant date. The
options expire 10 years from the date of grant. |
|
|
|
Effective August 1, 2003, the Company adopted the fair value recognition provisions of Statement
of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS No.
123) for stock-based employee compensation. Under the modified prospective method of adoption
selected by the Company under the provisions of Statement of Financial Accounting Standards No.
148, Accounting for Stock-Based Compensation Transition and Disclosure, stock-based employee
compensation cost recognized in 2004 is the same as that which would have been recognized had
the fair value recognition provisions of SFAS No. 123 been applied to all awards granted after
August 1, 1995. During the years ended July 31, 2007, 2006 and 2005, the Company recognized
$771, $717 and $459 of stock based compensation. |
|
|
|
Effective August 1, 2005, we adopted SFAS No. 123(R) (see Note 1 for a discussion of the limited
effects of such change, principally in the disclosure requirements). |
F-19
Stock option activity during the year ended July 31, 2007, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Number of |
|
Average |
|
|
Shares |
|
Exercise Price |
Number of shares under option: |
|
|
|
|
|
|
|
|
Outstanding at beginning of year |
|
|
472,850 |
|
|
$ |
8.68 |
|
Granted |
|
|
163,500 |
|
|
|
21.73 |
|
Exercised |
|
|
(125,550 |
) |
|
|
8.79 |
|
Forfeited |
|
|
(25,750 |
) |
|
|
18.54 |
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year |
|
|
485,050 |
|
|
|
15.47 |
|
|
|
|
|
|
|
|
|
|
Exercisable at end of year |
|
|
209,050 |
|
|
|
11.09 |
|
|
|
|
|
|
|
|
|
|
Nonvested stock option activity during the year ended July 31, 2007, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Avg. |
|
|
Number of |
|
Grant Date |
|
|
Shares |
|
Fair Value |
Number of nonvested shares: |
|
|
|
|
|
|
|
|
Nonvested at beginning of year |
|
|
215,300 |
|
|
$ |
8.18 |
|
Granted |
|
|
163,500 |
|
|
|
11.97 |
|
Vested |
|
|
(83,500 |
) |
|
|
7.50 |
|
Forfeited |
|
|
(19,300 |
) |
|
|
9.81 |
|
|
|
|
|
|
|
|
|
|
Nonvested at end of year |
|
|
276,000 |
|
|
|
10.52 |
|
|
|
|
|
|
|
|
|
|
The following table summarizes information about stock options outstanding at July 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options Outstanding |
|
|
Stock Options Exercisable |
|
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
Range of |
|
|
|
|
|
Average |
|
|
Average |
|
|
|
|
|
|
Average |
|
|
Average |
|
Exercise Prices |
|
Shares |
|
|
Rem. Life (Yrs) |
|
|
Exercise Price |
|
|
Shares |
|
|
Rem. Life (Yrs) |
|
|
Exercise Price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1.40 - 10.00 |
|
|
67,900 |
|
|
|
4.62 |
|
|
$ |
2.31 |
|
|
|
67,900 |
|
|
|
4.62 |
|
|
$ |
2.31 |
|
$10.01 - 12.00 |
|
|
23,250 |
|
|
|
0.62 |
|
|
|
11.34 |
|
|
|
23,250 |
|
|
|
0.62 |
|
|
|
11.34 |
|
$12.01 - 14.00 |
|
|
120,900 |
|
|
|
6.87 |
|
|
|
13.87 |
|
|
|
70,900 |
|
|
|
6.85 |
|
|
|
13.79 |
|
$14.01 - 19.00 |
|
|
96,000 |
|
|
|
8.17 |
|
|
|
16.63 |
|
|
|
22,000 |
|
|
|
7.97 |
|
|
|
17.07 |
|
$19.01 -26.00 |
|
|
177,000 |
|
|
|
9.14 |
|
|
|
21.51 |
|
|
|
25,000 |
|
|
|
8.93 |
|
|
|
21.78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
485,050 |
|
|
|
7.34 |
|
|
$ |
15.47 |
|
|
|
209,050 |
|
|
|
5.80 |
|
|
$ |
11.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At July 31, 2007, the aggregate intrinsic value (i.e., the difference in market price of $24.02
and the exercise price to be paid by the optionee) of stock options outstanding was $4.2
million. The aggregate intrinsic value of exercisable stock options at that date was $2.7
million.
At July 31, 2007, the total future compensation cost related to non-vested stock options not yet
recognized in the statement of income was $2.2 million and the weighted average period over
which these awards are expected to be recognized was 1.8 years. Of that total, $685, $674,
$440, $315 and $57 will be recognized in 2008, 2009, 2010, 2011 and 2012, respectively.
F-20
The following table summarizes information about options granted, options exercised and options
becoming exercisable during the years shown:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended July 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Weighted average grant date fair
value for options granted |
|
$ |
11.97 |
|
|
$ |
8.82 |
|
|
$ |
10.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Intrinsic value of shares
underlying options: |
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised |
|
$ |
1.9 million |
|
|
$ |
3.6 million |
|
|
$ |
2.1 million |
|
Options becoming exercisable |
|
$ |
1.0 million |
|
|
$ |
0.8 million |
|
|
$ |
1.0 million |
|
11. |
|
REPURCHASE OF EQUITY SECURITIES |
|
|
|
During fiscal year 2006 and 2007, the Board of Directors authorized the Company to purchase up
to $38 million of Dynamex Inc. common stock on the open market. Through July 31, 2007, the
Company had repurchased a total of 1,841 shares at an average price of $19.77 per share for a
total dollar cost of $36,402. Delaware law permits treasury shares to be retired when
appropriately authorized by the Board of Directors, and the Company has retired such shares by
appropriate reductions in the value of common stock and additional paid-in capital. On
September 19, 2007, the Board of Directors approved the addition of $20 million to the total
authorized repurchase amount. The Company intends to purchase additional common shares from
time to time using available cash or temporary borrowings from its revolving credit facility at
prices acceptable to the Company. |
12. |
|
EMPLOYEES DEFINED CONTRIBUTION PLAN |
|
|
|
The Company sponsors a defined contribution 401K plan (the Plan) for the benefit of
substantially all of its employees who meet certain eligibility requirements, primarily age and
length of service. The Plan allows employees to invest up to 15% of their current gross cash
compensation on a pre-tax basis at their option. Beginning January 1, 2002, changes in the tax
law provided for catch-up contributions which allow participants over 50 years of age to
contribute an additional $1 per year, rising $1 per year each year thereafter, until reaching an
additional $5 per year in 2006. The Company may make discretionary contributions to the Plan as
determined by the Companys Board of Directors. The Company made 401K matched contributions of
$138 for 2007. The Company did not make any discretionary contributions to the Plan during the
years ended July 31, 2006 and 2005. |
13. |
|
OTHER INCOME |
|
|
|
In December 2006 the Company reached agreement with Canadian taxing authorities on the valuation
of intercompany services performed by the U.S. on behalf of Dynamex Canada. The Canadian
Revenue Authority (CRA) specifically challenged certain allocations of expenses between the
Canadian and United States operations during audits of fiscal years 2001 and 2002. As a result
of the agreement, Canadian taxable income was reduced approximately $4 million with a
corresponding increase in U.S. taxable income. During the second quarter of fiscal 2007 Dynamex
Canada transferred cash to the U.S. in payment for services provided by the U.S. from 2001 to
2005 which resulted in a foreign currency transaction gain of approximately $937. |
|
|
|
In December 2006, Dynamex Canada received approximately $1.35 million Cdn from the CRA in income
tax refunds for tax years 2001 to 2003 and approximately $345 Cdn in interest on the overpayment
of such Canadian income taxes. The effects of the foreign currency transaction gain and the
total interest income of $425 are recorded in Other Income in the Condensed Statements of
Consolidated Operations. |
|
|
|
Management recorded the net effects of the above described items during the second quarter of
fiscal 2007. Since the challenge by the CRA and the resulting transfer pricing studies were
accounting estimates resolved during the second quarter, management considers it appropriate to
record the effects during the second quarter of fiscal 2007. The effect of this resolution was
an increase in net income of approximately $972 ($0.10 per basic share for the nine months ended
April 30, 2007, respectively, and $0.09 per fully diluted share for the nine |
F-21
|
|
months ended April 30, 2007). Excluding the impact of this transaction, fully diluted earnings
per common share for the nine months ended April 30, 2007, would have been $0.92 as shown in the
following table: |
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
July 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Transfer pricing impact on the year ended: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes As reported |
|
$ |
23,537 |
|
|
$ |
19,986 |
|
|
|
|
|
|
|
|
|
|
Income from transfer pricing (foreign exchange
gain and interest income) |
|
|
1,362 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes Excluding
transfer pricing effects |
|
$ |
22,175 |
|
|
$ |
19,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes As reported |
|
$ |
8,575 |
|
|
$ |
7,594 |
|
|
|
|
|
|
|
|
|
|
Income tax effects (foreign exchange
gain, interest income and intercompany services) |
|
|
390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes Excluding transfer pricing effects |
|
$ |
8,185 |
|
|
$ |
7,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income As reported |
|
$ |
14,962 |
|
|
$ |
12,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income Excluding transfer pricing effects |
|
$ |
13,990 |
|
|
$ |
12,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from the transfer pricing transactions |
|
$ |
972 |
|
|
$ |
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
Basic As reported |
|
$ |
1.41 |
|
|
$ |
1.12 |
|
Transfer pricing adjustment |
|
|
0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic Excluding transfer pricing effects |
|
$ |
1.32 |
|
|
$ |
1.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fully diluted As reported |
|
$ |
1.39 |
|
|
$ |
1.11 |
|
Transfer pricing adjustment |
|
|
0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic Excluding transfer pricing effects |
|
$ |
1.30 |
|
|
$ |
1.11 |
|
|
|
|
|
|
|
|
14. |
|
GEOGRAPHIC AREA INFORMATION |
|
|
|
Dynamex Inc. operates in one reportable business segment, same-day delivery services, with three
primary service offerings: (i) same-day on-demand delivery services, (ii) same-day local and
regional distribution services and (iii) outsourcing services such as fleet management and
facilities management. The Company evaluates the performance of its geographic regions, United
States and Canada, based upon operating income before unusual and non-recurring items. |
F-22
|
|
The following table summarizes selected financial information for the United States and Canada
for the years ended July 31, 2007, 2006 and 2005: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United |
|
|
|
|
|
|
States |
|
Canada |
|
Total |
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
257,025 |
|
|
$ |
156,749 |
|
|
$ |
413,774 |
|
Operating income |
|
|
9,896 |
|
|
|
11,861 |
|
|
|
21,757 |
|
Identifiable assets |
|
|
91,334 |
|
|
|
29,706 |
|
|
|
121,040 |
|
Goodwill, net |
|
|
36,111 |
|
|
|
11,502 |
|
|
|
47,613 |
|
Capital expenditures |
|
|
4,579 |
|
|
|
382 |
|
|
|
4,961 |
|
Depreciation and amortization |
|
|
2,079 |
|
|
|
278 |
|
|
|
2,357 |
|
Amortization of deferred bank
financing fees |
|
|
28 |
|
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
230,768 |
|
|
$ |
127,606 |
|
|
$ |
358,374 |
|
Operating income |
|
|
10,376 |
|
|
|
9,630 |
|
|
|
20,006 |
|
Identifiable assets |
|
|
78,760 |
|
|
|
31,765 |
|
|
|
110,525 |
|
Goodwill, net |
|
|
36,111 |
|
|
|
10,823 |
|
|
|
46,934 |
|
Capital expenditures |
|
|
1,860 |
|
|
|
333 |
|
|
|
2,193 |
|
Depreciation and amortization |
|
|
1,670 |
|
|
|
261 |
|
|
|
1,931 |
|
Amortization of deferred bank
financing fees |
|
|
24 |
|
|
|
|
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
213,718 |
|
|
$ |
107,385 |
|
|
$ |
321,103 |
|
Operating income |
|
|
10,899 |
|
|
|
7,505 |
|
|
|
18,404 |
|
Identifiable assets |
|
|
75,817 |
|
|
|
33,658 |
|
|
|
109,475 |
|
Goodwill, net |
|
|
36,111 |
|
|
|
9,977 |
|
|
|
46,088 |
|
Capital expenditures |
|
|
2,200 |
|
|
|
223 |
|
|
|
2,423 |
|
Depreciation and amortization |
|
|
1,388 |
|
|
|
260 |
|
|
|
1,648 |
|
Amortization of deferred bank
financing fees |
|
|
59 |
|
|
|
|
|
|
|
59 |
|
F-23
15. |
|
QUARTERLY DATA (Unaudited) |
Summarized quarterly financial data for 2007 and 2006 is as follows (in thousands except per
share amounts and business days):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
October 31, |
|
|
January 31, |
|
|
April 30, |
|
|
July 31, |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
100,615 |
|
|
$ |
100,988 |
|
|
$ |
103,526 |
|
|
$ |
108,644 |
|
Gross proft |
|
|
26,927 |
|
|
|
26,175 |
|
|
|
27,261 |
|
|
|
29,071 |
|
Net income |
|
|
3,649 |
|
|
|
3,722 |
(1) |
|
|
3,487 |
|
|
|
4,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
0.34 |
|
|
|
0.35 |
(1) |
|
|
0.33 |
|
|
|
0.39 |
|
Assuming dilution |
|
|
0.34 |
|
|
|
0.35 |
(1) |
|
|
0.32 |
|
|
|
0.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average shares outstanding |
|
|
10,601 |
|
|
|
10,602 |
|
|
|
10,643 |
|
|
|
10,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of business days |
|
|
64 |
|
|
|
62 |
|
|
|
62 |
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
90,569 |
|
|
$ |
86,346 |
|
|
$ |
86,916 |
|
|
$ |
94,543 |
|
Gross proft |
|
|
24,392 |
|
|
|
23,762 |
|
|
|
24,466 |
|
|
|
26,443 |
|
Net income |
|
|
3,181 |
|
|
|
2,686 |
|
|
|
3,212 |
|
|
|
3,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
0.28 |
|
|
|
0.24 |
|
|
|
0.29 |
|
|
|
0.31 |
|
Assuming dilution |
|
|
0.27 |
|
|
|
0.24 |
|
|
|
0.29 |
|
|
|
0.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average shares outstanding |
|
|
11,543 |
|
|
|
11,108 |
|
|
|
10,915 |
|
|
|
10,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of business days |
|
|
64 |
|
|
|
62 |
|
|
|
62 |
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes net income of $972, $0.09 per basic and fully diluted earnings per share, resulting
from resolution of cross-border transfer pricing issues, a foreign currency transaction gain and
interest income. See Note 13 of the Notes to Consolidated Financial Statements for additional
information. |
F-24
INDEX TO EXHIBITS
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
|
|
Description |
3.1(2)
|
|
|
|
Restated Certificate of Incorporation of Dynamex Inc. |
|
|
|
|
|
3.2(3)
|
|
|
|
Bylaws, as amended and restated, of Dynamex Inc. |
|
|
|
|
|
10.1(4)
|
|
|
|
Amendment No. 2 to Employment Agreement of Richard K. McClelland. |
|
|
|
|
|
10.1(1)
|
|
|
|
Offer of Employment Agreement to Maurice Levy dated June 5, 2007, effective July 9, 2007. |
|
|
|
|
|
10.2(3)
|
|
|
|
Dynamex Inc. Amended and Restated 1996 Stock Option Plan. |
|
|
|
|
|
10.3(2)
|
|
|
|
Marketing and Transportation Services Agreement, between Purolator
Courier Ltd. and Parcelway Courier Systems Canada Ltd., dated November
20, 1995. |
|
|
|
|
|
10.4(2)
|
|
|
|
Form of Indemnity Agreements with Executive Officers and Directors. |
|
|
|
|
|
10.14(5)
|
|
|
|
Credit Agreement by and among the Company and Bank of America N.A., as administrative
agent for the lenders therein, dated March 2, 2004. |
|
|
|
|
|
10.14(6)
|
|
|
|
First Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated
April 22, 2005. |
|
|
|
|
|
10.14(7)
|
|
|
|
Second Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated
November 10, 2005. |
|
|
|
|
|
10.14(7)
|
|
|
|
Third Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated
December 23, 2005 (but effective as of October 31, 2005). |
|
|
|
|
|
10.14(8)
|
|
|
|
Fourth Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated
April 22, 2005. |
|
|
|
|
|
10.14(9)
|
|
|
|
Fifth Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated October 5,
2006. |
|
|
|
|
|
10.14(1)
|
|
|
|
Sixth Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated July 31, 2007. |
|
|
|
|
|
11.1
|
|
|
|
Statement regarding computation of earnings (loss) per share. All information required by
Exhibit 11.1 is presented in Note 2 of the Companys Consolidated Financial
Statements in accordance with the provisions of SFAS No. 128 |
|
|
|
|
|
21.1(8)
|
|
|
|
Subsidiaries of the Registrant. |
|
|
|
|
|
23.1(1)
|
|
|
|
Consent of BDO Seidman, LLP. |
|
|
|
|
|
31.1(1)
|
|
|
|
Certification of Chief Executive Officer of the Registrant, pursuant to 17 CFR 240.13a 14(a)
Or 17 CFR 240.15d 14(a) |
|
|
|
|
|
31.2(1)
|
|
|
|
Certification of Chief Financial Officer of the Registrant, pursuant to 17 CFR 240.13a 14(a)
Or 17 CFR 240.15d 14(a) |
|
|
|
|
|
32.1(1)
|
|
|
|
Certification of Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
32.2(1)
|
|
|
|
Certification of Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
(1) |
|
Filed herewith. |
|
(2) |
|
Filed as an exhibit to the registrants Registration Statement on Form S-1 (File No.
333-05293), and incorporated herein by reference. |
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(3) |
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Filed as an exhibit to the registrants annual report on Form 10-K for the fiscal year ended
July 31, 1997, and incorporated herein by reference. |
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(4) |
|
Filed as an exhibit to Registration Statement on Form S-1 (File No. 333-49603), and
incorporated herein by reference. |
|
(5) |
|
Filed as an exhibit to the registrants quarterly report on Form 10-Q for the quarterly
period ended April 30, 2004, and incorporated herein by reference. |
E-1
|
|
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(6) |
|
Filed as an exhibit to the registrants quarterly report on Form 10-Q for the quarterly
period ended April 30, 2005, and incorporated herein by reference. |
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(7) |
|
Filed as an exhibit to the registrants quarterly report on Form 10-Q for the quarterly
period ended January 31, 2006, and incorporated herein by reference. |
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(8) |
|
Filed as an exhibit to the registrants annual report on Form 10-K for the fiscal year ended
July 31, 2006, and incorporated herein by reference. |
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(9) |
|
Filed as an exhibit to the registrants quarterly report on Form 10-Q for the quarterly
period ended October 31, 2006, and incorporated herein by reference. |
E-2