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Form 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[x] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for fiscal year ended July 31, 1997; or
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the transition period from _____________ to
________________.
Commission file number: 000-21057
DYNAMEX INC.
(Exact name of registrant as specified in its charter)
DELAWARE 86-0712225
(State of incorporation) (IRS employment identification no.)
1431 GREENWAY DRIVE 75038
SUITE 345 (Zip Code)
IRVING, TEXAS
(Address of principal executive offices)
Registrant's telephone number, including area code:
(972) 756-8180
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 whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
----- -----
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 registrant's 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. [X ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant on October 17, 1997 was approximately $58,852,216.00.
The number of shares of the registrant's common stock, $.01 par value,
outstanding as of October 17, 1997 was 7,411,623 shares.
DOCUMENTS INCORPORATED BY REFERENCE
The information required in Part III of this Form 10-K has been
incorporated by reference to the Registrant's definitive Proxy statement on
Schedule 14-A to be filed with the Commission on or about November 3, 1997.
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Part 1
Statements and information presented within this Annual Report on Form 10-K for
Dynamex Inc. (the "Company") 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 management's 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
The Company is a leading provider of same-day delivery and logistics
services in the U.S. and Canada. Through internal growth and acquisitions, the
Company has built the only national network of same-day delivery and logistics
systems in Canada and has established operations in 20 U.S. metropolitan areas
from which it intends to build a national network in the U.S.
Through its network of branch offices, the Company provides same-day,
door-to-door delivery services utilizing ground couriers for intra-city
deliveries and third party air transportation providers in conjunction with
ground couriers for inter-city deliveries. The Company's same-day delivery
services include both on-demand and scheduled deliveries. On-demand services
are typically unscheduled deliveries of time-sensitive materials and include
deliveries of inventory made on a just-in-time basis from strategic stocking
locations managed by Company personnel. Scheduled distribution services
encompass recurring, often daily, deliveries provided on a point-to-point basis
or deliveries that require intermediate handling, routing or sorting of items
to be delivered to multiple locations. With its fleet management services, the
Company assumes complete responsibility for providing and managing a fleet of
dedicated vehicles at a customer site. The Company's on-demand delivery
capabilities are available to supplement the scheduled distribution and
dedicated fleets as necessary.
The Company intends to expand its operations in the U.S. and Canada by
(i) increasing customer utilization of its primary services at each location,
(ii) targeting national and regional accounts, (iii) creating alliances with
strategic partners, and (iv) continuing to actively pursue acquisitions of high
quality same-day delivery companies.
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COMPANY HISTORY
The Company was organized under the laws of Delaware in 1992 as
Parcelway Systems Holding Corp. In May 1995, the Company acquired Dynamex
Express, the ground courier operations of Air Canada, which was led by Richard
K. McClelland, the Company's Chief Executive Officer. In July 1995, the
Company changed its name to Dynamex Inc. At the time of its acquisition by the
Company, Dynamex Express had developed a national network of 20 locations
across Canada and offered an array of services on a national, multi-city and
local basis. In December 1995, the Company acquired the on-demand ground
courier operations of Mayne Nickless Incorporated and Mayne Nickless Canada
Inc. (together "Mayne Nickless") which had operations in eight U.S. cities and
two Canadian cities. In August 1996, using a portion of the proceeds from the
initial public offering of the Company's Common Stock (the "IPO") and by
issuing additional shares of Common Stock, the Company purchased same-day
delivery businesses in New York, New York; Columbus, Ohio; Chicago, Illinois;
Halifax, Nova Scotia; and Winnipeg, Manitoba (collectively, the "IPO
Acquisitions"). Subsequent to the IPO and through September 30, 1997, the
Company purchased additional same-day delivery businesses in New York, New
York; San Diego, California; Saskatoon and Regina Saskatchewan; Dallas, Texas;
Richmond, Virginia; Kansas City, Missouri; Minneapolis/St. Paul, Minnesota;
Hartford, Connecticut; Boston, Massachusetts and Atlanta, Georgia (the
"Post-IPO Acquisitions"). See "Business--Recent Acquisitions."
SERVICES
The Company provides its customers with a range of value added,
same-day delivery and logistics services. While the volume of each service
provided and the profitability thereof varies significantly from branch office
to branch office, each of the Company's branch offices generally offers the
same core services. Factors which impact the business mix per branch include
customer base, competition, geographic characteristics, available labor and
general economic environment.
Same-Day On-Demand Delivery
The Company provides local same-day on-demand delivery services,
whereby Company messengers or drivers respond to a customer's request for
immediate pick-up and delivery. The Company augments its same-day on-demand
services by offering inter-city ground and air transportation and
next-flight-out services provided by third party air transportation operators.
The Company focuses on the delivery of non-faxable, time sensitive items
throughout major metropolitan areas rather than traditional downtown document
delivery.
The Company's on-demand services include the delivery of a customer's
inventory on a just-in-time basis from strategic stocking locations managed by
Company personnel. The Company does not take ownership of or title to the
inventory but provides the warehouse space
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or utilizes space provided by its customer to establish and manage a
customized, multi-site strategic stocking program. Furthermore, the Company
bundles services such as same-day ground, same-day air and next-day air
delivery to replenish stocking locations.
The Company also provides other value added services to its basic
transportation services, including "semi-technical swap-out" services where
the Company's drivers perform certain repair services to customers in the
electronics industry. The driver is trained to perform these repairs as well
as delivering the repair parts. This eliminates the need for the customer to
dispatch a repair technician in many circumstances.
For the year ended July 31, 1997, approximately 66% of the Company's
revenues were generated from on-demand same-day delivery services.
Same-Day Scheduled Distribution
The Company provides same-day scheduled distribution services for
time-sensitive local deliveries that, by their nature, are recurring. Scheduled
distribution services include regularly scheduled deliveries made on a
point-to- point basis or deliveries that require intermediate handling, routing
or sorting of items to be delivered to multiple locations. A bulk shipment may
be received at the Company's 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. The
Company's on-demand delivery capabilities are available to supplement the
scheduled drivers as needed. In the suburban Washington, D.C./Baltimore area,
the Company provides scheduled, as well as on-demand, delivery services for a
group of local hospitals and medical laboratories, transferring samples between
these facilities. 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 year ended July 31,
1997, approximately 13% of the Company's revenues were generated from same-day
scheduled distribution services.
Fleet Management and Other Outsourcing Services
With its fleet management service, the Company provides transportation
services for customers that previously managed such operations in-house. The
Company assumes responsibility for providing and managing a fleet of dedicated
vehicles at the customer's site. This service is generally provided with a
fleet of dedicated vehicles that can range from passenger cars to tractor
trailers (or any combination) which may display the customer's logo and colors.
In addition, the Company's on-demand delivery capability may supplement the
dedicated fleet as necessary, thereby allowing a smaller dedicated fleet to be
maintained on average. The Company's fleet management services include
designing and managing systems created to maximize efficiencies in
transporting, sorting and delivering customer's products on a local and
multi-city basis. Because the Company generally does not own vehicles but
instead
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hires drivers who do, the Company's fleet management solutions are not limited
by the Company's need to utilize its own fleet.
In addition, the Company provides facilities management services
whereby it manages, on an outsourcing basis, certain components of a customers'
transportation requirements such as dispatching, inventory management and
mailroom operations.
For the year ended July 31, 1997, approximately 21% of the Company's
revenues were generated from fleet management and other outsourcing services.
OPERATIONS
The Company's operations are divided into three U.S. regions and one
Canadian region, with each of the Company's over 40 branches reporting to a
regional office. Branch operations are locally managed with regional and
national oversight and support provided as necessary. A branch manager is
assigned to each branch office and is accountable for all aspects of branch
operations including profitability. Each branch manager reports to a regional
manager with similar responsibilities for all branches within his or her
region. Certain administrative and marketing functions may be centralized for
multiple branches in a given city or region. Prices for the Company's services
are determined at the branch level based on the distance, weight and
time-sensitivity of a particular delivery.
Same-Day On-Demand Delivery
Most locations have operations centers staffed by dispatchers, as well
as customer service representatives and operations personnel. Incoming calls
are received by trained customer service representatives who, utilizing
computer systems, provide the customer with a job-specific price quote and
transmit the order to the appropriate dispatch location. Certain of the
Company's larger clients can access such software through electronic data
interface to enter dispatch requirements, page specific drivers, 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 Company's computers,
through pagers or by radio.
Same-Day Scheduled Distribution
A dispatcher coordinates and assigns scheduled deliveries to the
drivers and manages the delivery flow. 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
Company's warehouse or at a third party facility such as the airport.
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Fleet Management
Fleet management services are coordinated by the Company's logistics
specialists who have experience in designing, implementing and managing
integrated networks for transportation services. Based upon the logistics
specialist's analysis of a customer's 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 the vehicles may display the customer's name and logo.
The Company can supplement these dedicated vehicles and drivers with its
on-demand capability as necessary.
SALES AND MARKETING
The Company is in the process of expanding its national sales program
in the U.S. in order to promote its services to regional and national accounts.
The overall marketing program is directed by the Vice President of Marketing.
Once the program is fully implemented, National Account Managers will be
responsible for developing and managing relationships with large companies who
are likely to utilize the Company's services in multiple locations. Regional
Sales Managers currently oversee local sales representatives in each market in
which the Company has operations.
The Company's marketing representatives make regular calls on existing
and potential customers to identify such customers' delivery and logistics
needs. Customer service representatives regularly communicate with customers to
monitor the quality of services and to quickly respond to customer concerns.
Through its telemarketing program, the Company maintains a database of its
customers service utilization patterns and satisfaction level. The
telemarketing database is used by the sales force to analyze opportunities and
conduct performance audits with existing customers.
The Company generally enters into customer contracts for scheduled
distribution, fleet management and strategic stocking services which are
terminable (in selected cases with cancellation penalties) 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 other than strategic stocking services.
CUSTOMERS
As of September 30, 1997, the Company had a diversified customer base
of approximately 45,000 active customers across the U.S. and Canada. The
Company's target customer is a business that distributes time-sensitive,
non-faxable items that weigh from one to 70 pounds to multiple locations. The
primary industries served by the Company include financial services,
electronics, pharmaceuticals, medical laboratories and hospitals, auto parts,
legal services and Canadian governmental agencies. Management believes that as
of September
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30, 1997, no single industry accounted for more than 10% of the Company's
annual revenues. A significant number of the Company's customers are located in
Canada. Approximately 52% of the Company's revenues for the year ended July 31,
1997 were generated in Canada. See Note 9 of Notes to the Consolidated
Financial Statements.
COMPETITION
The market for 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. Price competition for basic
delivery services is particularly intense.
Most of the Company's 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. However, there is a trend toward industry
consolidation and companies with greater financial and other resources than the
Company that may not currently operate in the delivery and logistics business
may enter the industry to capitalize on such trend.
The market for the Company's logistics services is also highly
competitive, and can be expected to become more competitive as additional
companies seek to capitalize on the growth in the industry. The Company's
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
and on the basis of price.
The Company competes for acquisition candidates with other companies
in the industry and companies that may not currently operate in the industry
but may acquire and consolidate local courier businesses.
RECENT ACQUISITIONS
IPO Acquisitions. In August 1996, the Company consummated the IPO
Acquisitions. The aggregate consideration paid by the Company in the IPO
Acquisitions was approximately $7.8 million in cash and 173,485 shares of
Common Stock and the Company repaid an aggregate of approximately $840,000 of
indebtedness of the acquired companies.
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Post-IPO Acquisitions. During the period commencing September 1996
through September 1997, the Company acquired the following same-day delivery
businesses:
Effective Date
Company Metropolitan Areas Served of Acquisition
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Express It, Inc. New York, New York October 1, 1996
Dollar Courier San Diego, California October 18, 1996
Winged Foot Couriers, Inc. New York, New York December 1, 1996
Boogey Transportation Limited Saskatoon, Saskatchewan December 1, 1996
One Hour Delivery Services, Inc. Dallas, Texas January 1, 1997
Priority Parcel Express, Inc. Dallas, Texas January 1, 1997
Max America Holdings, Inc. Dallas, Texas January 1, 1997
Eagle Couriers, Inc. Richmond, Virginia February 1, 1997
One Hour Courier Service, Inc. Kansas City, Missouri March 1, 1997
Regina Mail Marketing, Inc. Regina, Saskatchewan April 28, 1997
Road Runner Transportation, Inc. Minneapolis/St. Paul, MN May 16, 1997
Central Delivery Service of Hartford, Connecticut
Washington, Inc. (2 branches only) Boston, Massachusetts August 16, 1997
Road Management Systems, Inc. Atlanta, Georgia September 26, 1997
and certain related companies
City Courier, Inc. and certain New York, New York September 30, 1997
related companies
The consideration paid by the Company for the Post-IPO Acquisitions
was determined through arms-length negotiations among the Company and the
representatives of the stockholders of these acquired companies. The factors
considered by the parties in determining the purchase price include, among
other things, the historical operating results and the future prospects of the
acquired companies. The Company paid approximately $52.3 million as aggregate
consideration for the Post-IPO Acquisition Companies, consisting of $39.0
million in cash, and 1,164,678 shares of Common Stock. In addition, in certain
instances, additional cash consideration may be paid by the Company if such
acquired businesses obtain certain performance goals.
Each of the above referenced acquisitions is being accounted for using
the purchase method of accounting. Accordingly, each acquired company is
included in the Company's consolidated results of operations from the date of
its respective acquisition. The Company is currently integrating recently
acquired companies into the Company's operating environment. Each acquired
company has been assigned to the appropriate regional division of the Company.
A manager of each acquired company has agreed to continue to manage such
operation after the consummation of the respective acquisition and has been
appointed branch manager at such operation. Management is training the staff of
the acquired companies so that each branch will be able to provide and market
the full range of Company services. As soon as practicable and where
appropriate, the Company will assimilate each acquired company's accounting,
payroll
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and cash management functions, standardize its insurance coverage and employee
benefits and supplement or replace the use of the acquired company's tradename
with "Dynamex."
REGULATION
As of January 1, 1995, the U.S. Federal Aviation Administration
Authorization Act of 1994 became effective, abolishing all intrastate
regulatory control over prices, routes and services to which the Company had
previously been subject. This legislation has increased the ability of the
Company to expand into new states and to expand its presence in its existing
areas of service. The Company holds nationwide general commodities authority
from the Interstate Commerce Commission and/or the Federal Highway
Administration of the U.S. Department of Transportation to transport certain
property as a motor carrier on an interstate basis within the contiguous 48
states. The Trucking Industry Regulatory Reform Act of 1994 further deregulated
certain aspects of the transportation industry, so that the Company will no
longer be required to file tariffs setting forth its interstate rates. 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 and the
handling of hazardous materials in its courier operations, the Company is
subject to regulation by the United States Department of Transportation and the
states and by the appropriate Canadian federal and provincial regulations. The
Company is also subject to regulation by the Occupational Health and Safety
Administration, provincial occupational health and safety legislation and
federal and provincial employment laws respecting such matters as hours of
work, driver logbooks and workers' compensation. To the extent the Company
holds licenses to operate two-way radios to communicate with its fleet, the
Company is regulated by the Federal Communications Commission. The Company
believes that it is in substantial compliance with all of these regulations.
SAFETY
From time to time, the Company's drivers are involved in accidents or
other activities that may give rise to liability claims. The Company currently
carries liability insurance with an aggregate limit of $15.0 million, and
independent owner/operators are required to maintain liability insurance of at
least the minimum amounts required by applicable state or provincial law. 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. In addition, where
required by applicable law, the Company requires prospective drivers to take a
physical examination and to pass a drug test.
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INTELLECTUAL PROPERTY
The Company has registered "Dynamex" and "Dynamex Express" as federal
trade marks in Canada and has filed applications in the U.S. for federal trade
mark registration of such names. No assurance can be given that any such
registration will be granted or that if granted, such registration will be
effective to prevent others from using the trade mark concurrently or
preventing the Company from using the trade mark in certain locations.
EMPLOYEES
At September 30, 1997, the Company had approximately 1,900 employees,
of which approximately 1,120 were employed full-time primarily in various
management, supervisory, administrative, and corporate positions, approximately
440 were employed full-time as drivers and approximately 20 were employed
part-time, primarily as drivers and 320 employees as bikers and walkers.
Additionally at September 30, 1997, the Company had contracts with
approximately 3,080 independent owner/operators. Management believes that the
Company's relationship with such employees and independent owner/operators is
good. See "Risk Factors -- Certain Tax Matters Related to Drivers."
In Canada, approximately 54% of the Company's drivers are represented
by major international labor unions. Management believes that the Company's
relationship with such unions is good. None of the Company's U.S. employees or
drivers are represented by unions.
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 Company's actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including those set forth in forth in the following risk factors and
elsewhere in this report.
ACQUISITION STRATEGY; POSSIBLE NEED FOR ADDITIONAL FINANCING
In order to expand its network of facilities, the Company plans to
acquire local delivery businesses in new geographic regions and in the
metropolitan areas where the Company currently operates. Due to consolidation
within the same-day delivery and logistics industry, there is significant
competition in acquiring such businesses. There can be no assurance that the
Company will be able to acquire or profitably manage additional companies or
successfully integrate their operations into the Company. In addition, there
can be no assurance that companies acquired in the future either will be
beneficial to the successful implementation of the Company's overall strategy
or will ultimately produce returns that justify the investment therein, or that
the Company will be successful in achieving meaningful economies of scale
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through the acquisition thereof. See "Business -- Business Strategy" and "--
Recent Acquisitions."
The Company's acquisition strategy may require the Company to incur
additional debt in the future, may result in potentially dilutive issuances of
securities and may result in increased goodwill, intangible assets and
amortization expense. Additionally, the Company's primary lender must consent
to any acquisitions consummated in the next 12 months. There can be no
assurance that the Company's primary lender will consent to such acquisitions
or that, if additional financing is necessary, it can be obtained on terms the
Company deems acceptable. As a result, the Company might be unable to
successfully implement its acquisition strategy. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."
Recent acquisitions have greatly expanded the size and scope of the
operations of the Company. The process of integrating acquired businesses
often involves unforeseen difficulties and may require a disproportionate
amount of the Company's financial and other resources, including management
time. There can be no assurance that the Company will be able to profitably
manage recently acquired businesses or successfully integrate their operations
into the Company.
COMPETITION
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. The industry is highly fragmented
with low barriers to entry, and there is a recent trend toward consolidation.
Other companies in the industry compete with the Company not only for provision
of services but also for acquisition candidates. Some of these companies have
longer operating histories and greater financial and other resources than the
Company. Additionally, companies that do not currently operate delivery and
logistics businesses may enter the industry in the future. See "Business --
Competition."
CLAIMS EXPOSURE
The Company utilizes the services of approximately 3,520 drivers, and
from time to time such drivers are involved in accidents or other activities
that may give rise to liability claims. The Company currently carries liability
insurance with an aggregate limit of $15.0 million, and independent
owner/operators are required to maintain liability insurance of at least the
minimum amounts required by applicable state or provincial law. The Company
also has insurance policies covering property and fiduciary trust liability,
which coverage includes all drivers. There can be no assurance that claims
against the Company, whether under the liability insurance or the surety bonds,
will not exceed the applicable amount of coverage, that the Company's insurer
will be solvent at the time of settlement of an insured claim, or that the
Company will be able to obtain insurance at acceptable levels and costs in the
future. In
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addition, the Company's increased visibility and financial strength as a public
company may create additional claims exposure. If the Company were to
experience a material increase in the frequency or severity of accidents,
liability claims, workers' compensation claims, or unfavorable resolutions of
claims, the Company's business, financial condition and results of operations
could be materially and adversely affected. In addition, significant increases
in insurance costs could adversely affect the Company's profitability. See
"Business -- Safety."
CERTAIN TAX MATTERS RELATED TO DRIVERS
The Company uses independent owner/operators as drivers in a
significant portion of its operations. As of September 30, 1997, approximately
88% of the Company's drivers were independent owner/operators. From time to
time, taxing authorities in the U.S. and Canada have sought to assert that
independent owner/operators in the transportation industry, including those
utilized by the Company, are employees rather than independent contractors. The
Company believes that the independent owner/operators utilized by the Company
are not employees under existing interpretations of federal (U.S. and
Canadian), state and provincial laws. However, there can be no assurance that
federal, state or provincial authorities will not challenge this position, or
that other laws or regulations, including tax laws, or interpretations thereof,
will not change. If, as a result of any of the foregoing, the Company is
required to pay for and administer added benefits to independent
owner/operators, the Company's operating costs would increase. Additionally,
if the Company is required to pay back-up withholding with respect to amounts
previously paid to such persons, it may be required to pay penalties which
could have a material adverse impact on the Company's financial condition and
results of operations. See "Business -- Services" and "-- Employees."
In addition, certain of the Company's drivers are employed by the
Company and own and operate the vehicles used during the course of their
employment. The Company reimburses these employees for all or a portion of the
operating costs of those vehicles. The Company believes that these
reimbursement arrangements do not represent additional compensation to those
employees. However, there can be no assurance that federal (U.S. and Canadian),
state or provincial taxing authorities will not seek to recharacterize some or
all of such payments as additional compensation. If such amounts were so
recharacterized, the Company would have to pay additional employment related
taxes on such amounts.
FOREIGN EXCHANGE
A significant portion of the Company's 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 Company's 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. There can be no assurance that
fluctuations in foreign currency exchange rates will not have a material
adverse effect on the
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Company's business, financial condition or results of operations. See Note 9 of
Notes to the Consolidated Financial Statements.
PERMITS AND LICENSING
Although recent legislation has significantly deregulated certain
aspects of the transportation industry, the Company's delivery operations are
still subject to various federal, state, provincial and local laws, ordinances
and regulations that in many instances require certificates, permits and
licenses. Failure by 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 Company's authority
to conduct certain of its operations. Delays in obtaining approvals for the
transfer or grant of certificates, permits or licenses, or failure to obtain
same, could impede the implementation of the Company's acquisition program. See
"Business -- Regulation."
DEPENDENCE ON KEY PERSONNEL
The Company's success is largely dependent on the skills, experience
and performance of certain key members of its management, including
particularly Richard K. McClelland, the Company's Chief Executive Officer. The
loss of the services of any of these key employees could have a material
adverse effect on the Company's business, financial condition and results of
operations. The Company has entered into an employment contract with Mr.
McClelland. The Company's future success and plans for growth also depend on
its ability to attract, train and retain skilled personnel in all areas of its
business. There is strong competition for skilled personnel in the same-day
delivery and logistics business. See "Management."
EFFECTIVE CONTROL
James M. Hoak directly and indirectly owns an aggregate of 1,275,942
shares of Common Stock, or approximately 17.2% of the total voting power of the
Company. Accordingly, Hoak is in a position to exercise substantial influence
over actions that require consent of stockholders, including decisions relating
to the election of directors of the Company, mergers and consolidations. See
"Principal Stockholders," and "Certain Transactions."
TECHNOLOGY
Technological advances in the nature of facsimile and electronic mail
have affected the market for on-demand document delivery services. While these
technological developments have not had a significant adverse impact on the
Company's business to date, and although the Company has shifted its 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 the Company's business, financial condition and results of operations
in the future.
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LIMITED TRADING HISTORY; POSSIBLE VOLATILITY OF STOCK PRICE
The Company's common stock began trading on August 13, 1996. Prices
for the Common Stock will be determined in the marketplace and may be
influenced by many factors, including the depth and liquidity of the market for
the Common Stock, investor perception of the Company, and general economic and
market conditions. Variations in the Company's operating results, general
trends in the industry and other factors could cause the market price of the
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 the 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 the Common Stock could be affected by such
fluctuations.
ANTI-TAKEOVER PROVISIONS
Certain provisions of the Company's restated certificate of
incorporation (the "Restated Certificate of Incorporation"), the Company's
Bylaws (the "Bylaws") and the Rights Agreement between the Company and Harris
Trust and Savings Bank (the "Rights Agreement") may delay, defer, discourage or
prevent a merger, proxy contest, tender offer or takeover attempt that a
stockholder might consider to be in such stockholder's best interest, including
attempts that might result in a premium over the market price for the shares
held by stockholders.
The Bylaws provide that the number of directors shall be fixed, from
time to time, by resolution of the Board of Directors of the Company. Neither
the Bylaws nor the Restated Certificate of Incorporation permit stockholders to
call special meetings or to take actions by written consent in lieu of a
meeting, unless such action and the taking of such action by written consent
have been approved in advance by the Board of Directors. The Restated
Certificate of Incorporation provides that the Board of Directors may amend the
Bylaws, subject to the rights of the stockholders to amend such Bylaws. An
amendment to the provision of the Restated Certificate of Incorporation which
prohibits action by stockholders by written consent in lieu of a meeting
requires the affirmative vote of two-thirds of the Company's capital stock then
outstanding. Pursuant to the Restated Certificate of Incorporation, additional
shares of Common Stock may be issued in the future without further stockholder
approval. Furthermore, the Restated Certificate of Incorporation permits the
Board of Directors to establish by resolution one or more series of preferred
stock ("Preferred Stock") and to establish the powers, designations,
preferences and relative, participating, optional or other special rights of
each series of Preferred Stock. The Preferred Stock could be issued on terms
that are unfavorable to the holders of Common Stock or that could make a
takeover or change in control of the Company more difficult.
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15
In June 1996, the Board of Directors of the Company approved the
Rights Agreement which is designed to protect stockholders should the Company
become a target of coercive and unfair takeover tactics but may discourage
takeover attempts that are not approved by the Board of Directors. The Rights
could cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on redemption of the Rights or on
substantially all of the Rights also being acquired. In addition, immediately
following the Offering, the Company will be subject to Section 203 of the
Delaware General Corporation Law, which places restrictions on certain business
combinations with certain stockholders that could render more difficult a
change in control of the Company.
NO DIVIDENDS
The Company has not declared or paid any cash dividends on its Common
Stock since its inception. The Company currently intends to retain all earnings
for the operation and expansion of its business and does not anticipate paying
any dividends in the foreseeable future. In addition, the Company's credit
agreement restricts the payment of dividends. See Note 6 of Notes to the
Consolidated Financial Statements.
ITEM 2. PROPERTIES
The Company operates its facilities in 63 locations, all of which are
leased. These facilities are principally used for operations, general and
administrative functions and training. Several of these facilities are
primarily used as storage and warehouse space for strategic stocking. The chart
below summarizes the locations of facilities which the Company leases as of
September 30, 1997:
NUMBER OF
---------
LOCATION LEASED PROPERTIES
-----------------
Canada
------
Alberta 6
British Columbia 6
Manitoba 3
Newfoundland 1
Nova Scotia 1
Ontario 10
Quebec 3
Saskatchewan 2
---
Canadian Total 32
U.S.
----
Arizona 1
California 4
Colorado 1
Connecticut 1
District of Columbia 1
Georgia 1
Illinois 2
Maryland 1
14
16
Massachusetts 1
Minnesota 2
Missouri 1
New York 6
North Carolina 1
Ohio 1
Pennsylvania 1
Texas 3
Virginia 2
Washington 1
---
U.S. Total 31
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. The
Company's facilities rental expense for the fiscal years ended July 31, 1996
and 1997 was approximately $1,177,000 and $2,056,000, respectively. The
Company's principal executive offices are currently located in Irving, Texas.
See Note 7 of Notes to the Consolidated Financial Statements.
ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings involving the Company other
than routine litigation incidental to the Company's business, including
numerous motor vehicle-related accident claims. In the opinion of the Company's
management, such proceedings should not, individually or in the aggregate, have
a material adverse effect on the Company's business, financial condition or
results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5. MARKET FOR THE REGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Principal Market. The Company's Common Stock began trading
over-the-counter on the Nasdaq National Market under the symbol "DYMX" on
August 13, 1996. The following table summarizes the high and low sale prices
per share of Common Stock for the periods indicated, as reported on the Nasdaq
National Market:
Bid
----------------
Fiscal Year 1997 High Low
---------------- ----- ---
First Quarter (from August 13, 1996) $ 11.75 $ 8.00
Second Quarter $11.625 $ 8.25
Third Quarter $ 11.50 $ 5.25
Fourth Quarter $ 8.875 $ 5.625
Holders of Common Stock. As of October 17, 1997, the approximate
number of holders of record of Common Stock was 121.
Dividends. The Company has not declared or paid any cash dividends on
its Common Stock since its inception. The Company currently intends to retain
all earnings for the operation and expansion of its business and does not
anticipate paying any cash dividends in the foreseeable future. In addition,
the Company's Credit Agreement restricts the payment of dividends. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-- Liquidity and Capital Resources."
Recent Sales of Unregistered Securities. In May 1997, the Company
issued 350,000 shares of Common Stock to the shareholders of Road Runner
Transportation, Inc. as partial consideration for the acquisition of such
transportation companies. In issuing such securities, the Company relied on
the exemption from the registration and prospectus delivery requirements of the
Securities Act provided by Section 4(2) of the Securities Act.
ITEM 6. SELECTED FINANCIAL DATA
The following selected historical financial data for the three years
ended July 31, 1997 have been derived from the audited consolidated financial
statements of the Company appearing elsewhere herein. The following selected
historical financial data for the years ended July 31, 1993 and 1994 have been
derived from the consolidated financial statements of the Company not appearing
elsewhere herein. The selected financial data are qualified in their entirety,
and should be read in conjunction with, the Company's consolidated financial
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statements, including the notes thereto, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing elsewhere
herein.
Year Ended July 31,
-------------------
(in thousands, except per share data)
------------------------------------------------------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
STATEMENT OF OPERATIONS DATA:
SALES.................................... $ 728 $ 7,023 $ 21,032 $ 71,812 $131,867
COST OF SALES............................ 419 5,212 14,336 50,018 87,193
------- -------- -------- -------- --------
GROSS PROFIT........................... 309 1,811 6,696 21,794 44,674
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES............................... 738 2,397 7,225 17,545 33,318
DEPRECIATION AND AMORTIZATION............ 54 322 690 1,542 3,543
------- -------- -------- -------- --------
OPERATING INCOME (LOSS)................ (483) (908) (1,219) 2,707 7,813
INTEREST EXPENSE......................... 25 157 403 1,655 1,481
INCOME (LOSS) BEFORE TAXES............. (508) (1,065) (1,622) 1,052 6,332
INCOME TAXES............................. -- -- 3 176 2,485
NET INCOME (LOSS), BEFORE -------- --------- --------- -------- --------
EXTRAORDINARY ITEM................... (508) (1,065) (1,625) 876 3,847
EXTRAORDINARY LOSS ON EARLY
RETIREMENT OF DEBT (NET OF
INCOME TAX BENEFIT OF $222) 335
--------
NET INCOME (LOSS)........................ $ (508) $ (1,065) $ (1,625) $ 876 $ 3,512
======== ========= ======== ======== ========
NET INCOME (LOSS) PER COMMON SHARE,
BEFORE EXTRAORDINARY ITEM............ $ (0.33) $ (0.63) $ (0.81) $ 0.23 $ 0.56
======== ========= ======== ======== ========
NET INCOME (LOSS) PER COMMON SHARE(1).... $ (0.33) $ (0.63) $ (0.81) $ 0.23 $ 0.51
======= ======== ======== ======== ========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING.......................... 1,556 1,691 2,018 3,732 6,836
======= ======== ========= ======== ========
OTHER DATA:
EARNINGS (LOSS) BEFORE INTEREST,
TAXES, DEPRECIATION AND
AMORTIZATION(2)...................... $ (429) $ (586) $ (529) $ 4,249 $ 11,356
JULY 31 ,
-------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
BALANCE SHEET DATA:
WORKING CAPITAL ...................... $ 36 $ 638 $ 1,484 $ 4,086 $11,428
TOTAL ASSETS ........................ 1,286 8,134 17,194 34,999 88,151
LONG-TERM DEBT, EXCLUDING CURRENT 1,037 1,999 5,924 20,036 32,388
PORTION ............................
SHAREHOLDERS' EQUITY (DEFICIT)........ (106) 3,389 4,650 6,158 41,100
(1) See Note 1 of Notes to the Consolidated Financial Statements.
(2) EBITDA is defined as income excluding interest, taxes, depreciation and
amortization of goodwill and other assets (as presented on the face of
the income statement). EBITDA is supplementally presented because
management believes that it is a widely accepted financial indicator of a
company's ability to service and/or incur indebtedness, maintain current
operating levels of fixed assets and acquire additional operations and
businesses. EBITDA should not be considered as a substitute for statement
of operations or cash flow data from the Company's financial statements,
which have been prepared in accordance with generally accepted accounting
principles. Cash flows provided by (used in) operating activities for the
three years ended July 31, 1997 were ($944), $2,380, and $4,268,
respectively. Cash flows used in investing activities for the three years
ended July 31, 1997 were $7,995, $13,192, and $31,896, respectively. Cash
flows provided by financing activities for the three years ended July 31,
1997 were $8,580, $11,200, and $28,060, respectively.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion should be read in
conjunction with the information contained in the financial statements,
including the notes thereto, and the other financial information appearing
elsewhere in this Report. Statements regarding future economic performance,
management's plans and objectives, and any statements concerning its
assumptions related to the foregoing contained in Management's Discussion and
Analysis of Financial Condition and Results of Operations constitute
forward-looking statements. Certain 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".
GENERAL
The Company had no significant operations prior to the year ended July
31, 1992. Since that date and through July 31, 1997, the Company has completed
28 acquisitions of same-day courier operations in the U.S. and Canada. Each of
these acquisitions has been accounted for using the purchase method of
accounting. Accordingly, the Company's historical results of operations reflect
the results of acquired operations as of the date of acquisition. Among the
most significant of these transactions are (i) the acquisition of Dynamex
Express in May 1995, pursuant to which the Company acquired the majority of its
Canadian operations and employed its Chief Executive Officer and certain other
key employees, and (ii) the acquisition of Mayne Nickless in December 1995. The
operating results attributable to the operations of Dynamex Express are
included in the Company's historical results after May 31, 1995, and the
operations of Mayne Nickless are included in the Company's historical results
after December 28, 1995. Concurrently with the closing of its initial public
offering ("IPO") on August 16, 1996 the Company completed the acquisition of
five same-day transportation operations. Subsequent to the IPO and through
September 30,1997 the Company completed 11 acquisitions at various dates.
As a result of the effect of these various acquisitions, the historical
operating results of the Company for a given period are not necessarily
comparable to prior or subsequent periods, and in particular, the periods prior
to the Company's acquisition of Dynamex Express are not necessarily comparable
to the periods subsequent to such acquisition.
Sales consist primarily of charges to customers for individual delivery
services and weekly or monthly charges for recurring services, such as fleet
management. Sales are recognized when the service is performed. The amount of
yield (revenue 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.
18
20
Cost of sales consists of costs relating directly to performance of
services, including driver and messenger costs and third party delivery
charges, if any. The Company almost exclusively utilizes drivers who own their
own vehicles, and approximately 88% of these owner/operators are independent
contractors as opposed to employees of the Company. Drivers and messengers are
generally compensated based on a percentage of the charge for a delivery.
Consequently, the Company's costs directly associated with providing these
services are variable in nature. To the extent that the drivers and messengers
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 include costs incurred at
the branch level related to taking orders, dispatching drivers and messengers,
as well as administrative costs related to such functions. Also included in
selling, general and administrative expenses are regional and corporate level
marketing and administrative costs and occupancy costs related to branch and
corporate locations.
Generally, the Company's on-demand services provide higher gross profit
margins than do scheduled distribution or fleet management services because
driver compensation for on-demand services is generally lower as a percentage
of sales from such service. However, scheduled distribution and fleet
management services generally have fewer administrative requirements related to
order taking, dispatching drivers and billing. As a result of these variances,
the Company's margins are dependent in part on the mix of business for a
particular period.
As the Company has no significant investment in transportation equipment,
depreciation and amortization expense relates to depreciation of office,
communication and computer equipment and the amortization of intangible assets
acquired in the Company's various acquisitions, each of which has been
accounted for using the purchase method of accounting. The Company expects to
continue to make acquisitions and anticipates that such acquisitions will be
accounted for using the purchase method of accounting. As a consequence, it is
likely that in the future the Company will incur additional expense from
amortization of acquired intangible assets, including goodwill.
The Company utilized approximately $4.8 million of the net proceeds from
the IPO to redeem the junior subordinated debentures (the "Bridge Notes") due
June 28, 2001, bearing interest at an annual rate of 12%. The carrying value
of the Bridge Notes, approximately $4.2 million, was the estimated fair value
of such facility at the date of its issuance plus the accumulated amortization
of the difference between such estimated fair value and the principal amount.
Consequently, in the first quarter of fiscal year 1997, the Company incurred an
extraordinary loss in the amount of this difference, approximately $335,000,
net of tax, in connection with the redemption of the Bridge Notes upon the
closing of the IPO.
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21
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated, certain items
from the Company's consolidated statement of operations, expressed as a
percentage of sales:
YEAR ENDED JULY 31,
-------------------
1995 1996 1997
---- ---- ----
Sales ......................................... 100.0% 100.0% 100.0%
Cost of sales ................................. 68.2 69.7 66.1
------ ------ ------
Gross profit ............................... 31.8 30.3 33.9
Selling, general and administrative expense.... 34.3 24.4 25.3
Depreciation and amortization ................. 3.3 2.1 2.7
------ ------ ------
Operating income ........................... (5.8) 3.8 5.9
Interest expense ............................. 1.9 2.3 1.1
------ ------ ------
Income (loss) before taxes ................. (7.7)% 1.5% 4.8%
====== ====== ======
YEAR ENDED JULY 31, 1997 COMPARED TO YEAR ENDED JULY 31, 1996
The year ended July 31, 1997 includes the results of the operations
acquired from Mayne Nickless for the entire period. The results of the IPO
Acquisitions are included from August 16, 1996, the date such acquisitions were
completed. The operating results related to each of the Post IPO Acquisitions
are included from the date each such respective acquisition was completed.
Sales increased $60.0 million, or 83.6%, from $71.8 million for the
year ended July 31, 1996 to $131.9 million for the year ended July 31, 1997.
This increase results from the full year effect of the Mayne Nickless
operations, the effect of the IPO Acquisitions, the effect of the Post IPO
Acquisitions and well as increased sales from existing operations. The
increase in sales from existing operations is in spite of a decline of
approximately $1,600,000 in revenues from certain unprofitable business in
Western Canada and in Arizona which was discontinued during fiscal 1996.
Cost of sales increased $37.2 million, or 74.3%, from $50.0 million
for fiscal 1996 to $87.2 million in fiscal 1997. This increase is a direct
result of the increased sales in fiscal 1997 as discussed above. As a percent
of sales, such costs decreased to 66.1% for the year ended July 31, 1997 as
compared to 69.7% for the previous year. This decline and the corresponding
increase in gross profit results from a higher proportion of on-demand
services, which has an inherently higher gross profit margin, provided by the
businesses acquired. In addition, the elimination of certain unprofitable
business as discussed above has resulted in a higher overall gross profit.
20
22
Selling, general and administrative expenses increased $15.8 million,
or 90.3%, between fiscal 1996 and 1997. As a percent of sales such costs
increased to 25.3% for the year ended July 31, 1997 versus 24.4% for the year
ended July 31, 1996. The increase in absolute costs relates to the acquired
operations, as well as corporate level general and administrative costs related
to the Company's status as a public company. The increase in these costs as a
percent of sales (from 24.4% to 25.3%, primarily reflects the higher
administrative costs associated with the increased on-demand services provided
by the acquired operations.
Depreciation and amortization expense amounted to $3.5 million for the
year ended July 31, 1997 as compared to $1.5 million for the previous year, an
increase of $2.0 million, or 133%. This increase relates to the depreciation
of fixed assets and the amortization of intangible assets, including goodwill,
associated with the Mayne Nickless operations, the IPO Acquisitions and the
Post-IPO Acquisitions.
For the year ended July 31 1997 interest expense amounted to $1.5
million, which is a decrease of $0.2 million, or 12%, from the fiscal 1996
total of $1.7 million. The decrease results primarily from lower average
borrowings during the year, and to a lessor extent, lower average interest
rates during fiscal 1997. In August 1996 the Company retired approximately
$13.6 million of outstanding debt from the proceeds of its IPO. During fiscal
1997 the Company borrowed additional amounts under its revolving credit
facility to fund the cash portion of the purchase price of the Post-IPO
Acquisitions.
YEAR ENDED JULY 31, 1996 COMPARED TO YEAR ENDED JULY 31, 1995
The year ended July 31, 1996 includes the results of Dynamex Express
which was acquired by the Company on May 31, 1995. In addition, the results for
that period include the results from the operations acquired from Mayne
Nickless on December 29, 1995 for the period January through July 31, 1996.
Sales increased $50.8 million, or 242%, from $21.0 million for the
year ended July 31, 1995 to $71.8 million for the year ended July 31, 1996.
Approximately $37.4 million of this increase is attributable to the acquired
operations of Dynamex Express and approximately $14.6 million is attributable
to the inclusion of the operations of Mayne Nickless. Sales attributable to the
previously existing operations of the Company declined by approximately $1.2
million from the year ended July 31, 1995 to the year ended July 31, 1996
primarily due to a decline in sales in Arizona that was partially offset by
increases in sales in Western Canada. In January and February 1996, severe
winter storms in the Eastern United States resulted in a general disruption of
commerce and therefore a decline in sales for the Company's operations in those
areas.
Cost of sales increased by $35.7 million, or 249%, from $14.3 million
for the year ended July 31, 1995 to $50.0 million for the year ended July 31,
1996. Approximately $27.2 million of this increase is attributable to the
operations of Dynamex Express and approximately
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23
$9.3 million is attributable to the operations of Mayne Nickless. This increase
was partially offset by a decrease in the cost of sales from the existing
operations of the Company. The Company's gross profit margin declined from
31.8% in the year ended July 31, 1995 to 30.3% in the year ended July 31, 1996.
The decrease was primarily caused by two factors (i) the higher proportion of
lower margin scheduled distribution and fleet management business arising from
the inclusion of Dynamex Express operations in fiscal year 1996 (which decrease
was partially offset by the additional higher margin on-demand business arising
from the inclusion of Mayne Nickless operations during seven months of such
period) and (ii) the decline in gross margin attributable to the Company's
operations in Western Canada and Arizona due to competitive pressures and
certain unprofitable business. To a lesser extent, the increased cost of
providing service during the winter storms which occurred during the year ended
July 31, 1996 had a negative impact on the Company's gross profit margin during
such period.
Selling, general and administrative expenses increased $10.5 million,
or 148%, from $7.1 million for the year ended July 31, 1995 to $17.5 million
for the year ended July 31, 1996, primarily because the 1996 period includes
costs related to Dynamex Express operations and, to a lesser extent, costs
related to Mayne Nickless operations. As a percentage of sales, selling,
general and administrative expenses decreased from 33.6% for the year ended
July 31, 1995 to 24.4% for the year ended July 31, 1996. This decrease resulted
from a larger revenue base which enabled the Company to spread such costs over
more sales, and the absence of certain revisions to accounting estimates made
in the 1995 period. Despite this decrease, the Company has continued to invest
in and to incur significant costs related to its national and regional
marketing program. During the year ended July 31, 1995, the Company also
revised its estimates of uncollectible accounts, accrued insurance costs and
other accrued liabilities. As a result of these revisions, the Company
recognized additional selling, general and administrative expenses of
approximately $715,000.
Depreciation and amortization expense for the year ended July 31, 1996
increased by $850,000, or 123%, from $690,000 for the year ended July 31, 1995
to $1.5 million for the year ended July 31, 1996. Of this increase,
approximately $461,000 relates to depreciation and amortization of assets
related to Dynamex Express and approximately $389,000 relates to depreciation
and amortization of assets related to Mayne Nickless.
Interest expense increased $1.3 million, or 311%, from $403,000 for
the year ended July 31, 1995 to $1.7 million for the year ended July 31, 1996.
Increased debt of approximately $4.7 million incurred in connection with the
acquisition of Dynamex Express created approximately $471,000 of this increase
while additional debt of $12.3 million incurred in connection with the
acquisition of Mayne Nickless resulted in increased interest expense of
approximately $869,000. These increases were partially offset by lower average
balances of other debt and reduced interest rates on certain debt refinanced at
the time of the Mayne Nickless acquisition.
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LIQUIDITY AND CAPITAL RESOURCES
The Company's capital needs arise primarily from its acquisition
program and, to a lesser extent, capital expenditures and working capital.
During fiscal 1997 the Company completed 16 acquisitions, including the five
IPO Acquisitions, for total consideration of approximately $47.4 million. Also
during fiscal 1997, capital expenditures amounted to approximately $600,000.
For the year ended July 31, 1997, the Company's cash flow provided by
operations amounted to approximately $4.3 million, therefore increases in
working capital were completely financed by internally generated cash flow.
Of the total consideration of approximately $47.4 million for the
acquisitions during the fiscal year, approximately $10.6 million was paid by
the issuance of 1,264,405 shares of the Company's common stock to the sellers
of the acquired businesses, approximately $700,000 was paid with seller notes
and approximately $31.3 million of the consideration was paid in cash. In
August of 1996, the Company completed its IPO and received net proceeds of
approximately $21.4 million. Of this amount, $7.0 million was utilized to pay
the cash portion of the consideration for the acquisitions and the balance of
$14.4 million was used to retire outstanding debt. The balance of the cash
portion of the consideration for the acquisitions was provided by cash flow
from operations and proceeds from the Company's revolving credit facility.
Subsequent to July 31, 1997, the Company has completed three
additional acquisitions for aggregate consideration of approximately $18.8
million, consisting of approximately $18.2 million in cash and 74,118 shares
of the Company's common stock.
In addition to the consideration described above, for certain
acquisitions, the sellers may be paid additional consideration if the acquired
operations meet certain performance goals related to the earnings before
interest, taxes, depreciation and amortization of the businesses. The maximum
amount of additional consideration payable, if all performance goals are met,
is approximately $11.0 million, of which $10.1 million is payable in cash and
$900,000 is payable in shares of the Company's common stock.
In August 1997, the Company amended its revolving credit facility.
The amended facility provides for total borrowings of up to $75.0 million, of
which approximately $50.9 million was outstanding as of September 30, 1997.
Any amounts outstanding under the facility are due August 31, 2000. Interest
under the facility is payable quarterly at prime, or certain other interest
rate elections based on LIBOR plus an applicable margin of from 1.25% to 2.00%.
The applicable margin can vary from quarter to quarter and is based on the
ratio of the Company's total debt, as defined, to EBITDA. At September 30,
1997, the weighted average interest rate for all outstanding borrowings was
approximately 7.70%.
The Company has entered into interest rate protection arrangements on
a portion of the borrowings under the revolving credit facility. The interest
rate on $15 million of outstanding debt has been fixed at 6.26%, plus the
applicable margin, and a collar of between 5.50% and
23
25
6.50%, plus the applicable margin, has been placed on $9 million of outstanding
debt. The term of both hedging arrangements is three years. Amounts
outstanding under the credit facility are secured by essentially all of the
Company's U.S. assets and a portion of the stock of its Canadian subsidiary.
The credit agreement also contains restrictions on the payment of dividends,
incurring additional debt, capital expenditures and investments by the Company
as well as requiring the Company to maintain certain financial ratios. The
credit agreement also provides that lender consent is required for additional
acquisitions. See Note 6 of Notes to Consolidated Financial Statements.
The Company's EBITDA increased to approximately $11.3 million in
fiscal 1997 compared with approximately $4.2 million in fiscal 1996.
Management has included EBITDA in its discussion herein as a measure of
liquidity because it believes that it is a widely accepted financial indicator
of a company's ability to service and/or incur indebtedness, maintain current
operating levels of fixed assets and acquire additional operations and
businesses. EBITDA should not be considered as a substitute for statement of
operations or cash flow data from the Company's financial statements, which
have been prepared in accordance with generally accepted accounting principles.
See "Item 6. Selected Financial Data." In addition, the Company's working
capital as of July 31, 1997 increased to approximately $11.4 million from
approximately $4.1 million as of July 31, 1996. These increases in liquidity
are due in part to the increased level of operations arising from acquired
businesses and internal sales growth, as well as from improved profitability in
the Company's existing operations.
In as much as the Company utilizes owner-operators almost exclusively
in its operations, it does not have significant capital expenditure
requirements to replace or expand the number of vehicles used in its
operations. The amount of the Company's capital expenditures, related to
facilities improvements and technology improvements, is expected to increase
somewhat as its operations continue to expand. However, the amount of these
capital expenditures is expected to remain relatively small compared to the
Company's overall capital needs related to its acquisition program.
Management expects that its capital requirements, other than to fund
acquisitions, will continue to be met from internally generated cash flow.
Management expects to continue to meet the capital requirements related to its
acquisition program from the following sources: (i) internally generated cash
flow, (ii) proceeds from its revolving credit facility and (iii) the issuance
of its common stock to the sellers of acquired businesses. However, the
proportion of future acquisition costs which will be funded with such common
stock is dependent upon the sellers' willingness to accept the stock as partial
consideration and the Company's willingness to issue such stock based on the
market price of the stock. Additionally, the Company's primary lender must
consent to any acquisitions consummated in the next 12 months.
The extent to which these existing sources of capital will be adequate
to fund the Company's acquisition program is dependent upon the number of
economically and strategically attractive acquisitions available to the
Company, the size of the acquisition and the amount of
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26
internally generated cash flow. Should these factors be such that currently
available capital resources are exhausted, the Company may seek additional
sources of capital. Such sources could include additional bank borrowings or
the issuance of debt or equity securities. Should these additional sources of
capital not be available or be available only on term which the Company does
not find acceptable, the Company may be forced to reduce its acquisition
activity. This in turn could negatively affect the Company's ability to
implement its business strategy in the manner, or in the time frame,
anticipated by management.
INFLATION
The Company does not believe that inflation has had a material effect
on the Company's results of operations nor does it believe it will do so in the
foreseeable future.
ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING STANDARD - In February 1997, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS 128") which is effective for financial statements
for both interim and annual periods after December 15, 1997. SFAS 128 replaces
the presentation of primary earnings per share with a presentation of basic
earnings per share ("EPS"). Basic EPS excludes the dilutive effect of common
stock equivalents previously included in primary EPS and is computed by
dividing net earnings by the weighted average number of common shares
outstanding for the period. The Company has not yet adopted SFAS 128, as
earlier adoption is not permitted, however, it does not expect that adoption of
SFAS 128 would have a material impact on earnings per share.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 14(a).
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the caption "Directors and Executive
Officers" in the Company's definitive proxy statement to be filed in connection
with the 1997 Annual Meeting of Stockholders to be held on December 3, 1997 is
incorporated herein by reference.
25
27
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the caption "Directors and Executive
Officers" in the Company's definitive proxy statement to be filed in connection
with the 1997 Annual Meeting of Stockholders to be held on December 3, 1997 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 Company's definitive proxy statement to be filed in
connection with the 1997 Annual Meeting of Stockholders to be held on December
3, 1997 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption "Certain Transactions" in
the Company's definitive proxy statement to be filed in connection with the
1997 Annual Meeting of Stockholders to be held on December 3, 1997 is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) Financial Statements and Schedules
Reference is made to the listing on page F-1 of all financial
statements and schedules filed as a part of this report.
(a) (3) 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.
(b) Reports on Form 8-K
Report on Form 8-K dated May 16, 1997 concerning the Company's
acquisition of Road Runner Transportation, Inc. ("Road
Runner"), and the report on Form 8-K/A filed July 31, 1997
concerning certain financial statements of the Company and
Road Runner.
26
28
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/ Robert P. Capps
----------------------
Robert P. Capps, Vice President
Dated: October 28, 1997
27
29
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 28, 1997.
Name Title
---- -----
/s/ Richard K. McClelland Chairman of the Board, Chief Executive Officer,
- ---------------------------------- President and Director
Richard K. McClelland (Principal Executive Officer)
/s/ Robert P. Capps Vice President, Chief Financial Officer
- -------------------------- and Assistant Secretary
Robert P. Capps (Principal Financial Officer)
/ Martin A. Piccolo Vice President, Controller and Secretary
- -------------------------- (Principal Accounting Officer)
Martin A. Piccolo
/s/ James M. Hoak Director
- --------------------------
James M. Hoak
/s/ Wayne Kern Director
- -----------------
Wayne Kern
/s/ Stephen P. Smiley Director
- --------------------------
Stephen P. Smiley
/s/ Brian J. Hughes Director
- --------------------------
Brian J. Hughes
/s/ Kenneth H. Bishop Director
- --------------------------
Kenneth H. Bishop
/s/ E. T. Whalen Director
- --------------------------
E. T. Whalen
28
30
INDEX TO FINANCIAL STATEMENTS
PAGE
----
DYNAMEX INC. AND SUBSIDIARIES
Independent Auditors' Report F-2
Consolidated Balance Sheets, July 31, 1996 and 1997 F-3
Consolidated Statements of Operations for each of the years in
the three-year period ended July 31, 1997 F-4
Consolidated Statements of Stockholders' Equity for the
three years ended July 31, 1997 F-5
Consolidated Statements of Cash Flows for each of the
years in the three-year period ended July 31, 1997 F-6
Notes to the Consolidated Financial Statements F-7
F-1
31
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and
Stockholders of Dynamex Inc.
We have audited the accompanying consolidated balance sheets of Dynamex Inc.
and subsidiaries as of July 31, 1996 and 1997 and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three year period ended July 31, 1997. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Dynamex Inc. and subsidiaries as
of July 31, 1996 and 1997 and the results of their operations and their cash
flows for each of the years in the three year period ended July 31, 1997 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE
Toronto, Canada
September 19, 1997 except for Note 3(b)
which is as of September 29, 1997
F-2
32
DYNAMEX INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 31, 1996 AND 1997
(IN THOUSANDS EXCEPT SHARE DATA)
1996 1997
-------- --------
ASSETS
CURRENT
Cash and cash equivalents $ 894 $ 1,326
Accounts receivable (net of allowance for doubtful accounts of
$281 and $616 at July 31, 1996 and 1997, respectively) 11,141 20,867
Prepaid and other current assets 856 3,301
Deferred income taxes -- 597
-------- --------
12,891 26,091
PROPERTY AND EQUIPMENT - net (Note 5) 2,047 5,787
INTANGIBLES - net (Note 4) 18,196 54,036
DEFERRED OFFERING EXPENSES 763 --
DEFERRED INCOME TAXES -- 405
OTHER ASSETS 1,102 1,832
-------- --------
$ 34,999 $ 88,151
======== ========
LIABILITIES
CURRENT
Accounts payable trade $ 1,088 $ 1,759
Accrued liabilities
Broker commissions 1,348 2,697
Wages 667 1,803
Other 3,431 4,696
Income taxes payable -- 2,968
Current portion of long-term debt (Note 6) 2,271 740
-------- --------
8,805 14,663
LONG-TERM DEBT (Note 6) 20,036 32,388
-------- --------
28,841 47,051
-------- --------
COMMITMENTS AND CONTINGENCIES (Note 7)
STOCKHOLDERS' EQUITY
Preferred stock; $0.01 par value, 10,000,000 shares authorized;
none outstanding -- --
Common stock; $0.01 par value, 50,000,000 shares authorized;
7,337,505 (1996 - 2,543,460) shares outstanding 25 73
Stock warrants (Note 6) 624 --
Additional paid-in capital 8,756 40,967
Retained earnings (deficit) (3,262) 250
Unrealized foreign currency translation adjustment 15 (190)
-------- --------
6,158 41,100
-------- --------
$ 34,999 $ 88,151
See accompanying notes to the consolidated financial statements.
F-3
33
DYNAMEX INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED JULY 31, 1995, 1996 AND 1997
(IN THOUSANDS EXCEPT PER SHARE DATA)
1995 1996 1997
--------- --------- ---------
SALES .................................... $ 21,032 $ 71,812 $ 131,867
COST OF SALES ............................ 14,336 50,018 87,193
--------- --------- ---------
GROSS PROFIT ............................. 6,696 21,794 44,674
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES .............. 7,225 17,545 33,318
DEPRECIATION AND AMORTIZATION ............ 690 1,542 3,543
--------- --------- ---------
OPERATING INCOME (LOSS) .................. (1,219) 2,707 7,813
INTEREST EXPENSE ......................... 403 1,655 1,481
--------- --------- ---------
INCOME (LOSS) BEFORE TAXES ............... (1,622) 1,052 6,332
INCOME TAXES ............................. 3 176 2,485
--------- --------- ---------
NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM ................... (1,625) 876 3,847
EXTRAORDINARY LOSS ON EARLY
RETIREMENT OF DEBT (net of income
tax benefit of $222) (Note 6) ........ -- -- 335
--------- --------- ---------
NET INCOME (LOSS) ........................ $ (1,625) $ 876 $ 3,512
========= ========= =========
Net income (loss) before extraordinary
item per common share ................ $ (0.81) $ 0.23 $ 0.56
Extraordinary loss per common share ...... -- -- (0.05)
--------- --------- ---------
Net income (loss) per common share ...... $ (0.81) $ 0.23 $ 0.51
========= ========= =========
Weighted average common shares outstanding 2,018 3,732 6,836
========= ========= =========
See accompanying notes to the consolidated financial statements.
F-4
34
DYNAMEX INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEAR ENDED JULY 31, 1995, 1996 AND 1997
(IN THOUSANDS)
Unrealized
Retained Foreign
Redeemable Additional Earnings Currency
Preferred Paid-in (Accumulated Translation
Common Stock Stock Warrants Capital Deficit) Adjustment Total
-------------- -------------- -------- --------- -------- ---------- -------
Shares Amount Shares Amount
------ ------ ------ ------
BALANCE, AUGUST 1, 1994 516 $ 5 309 $ 3 $ -- $ 5,453 $(2,072) $ -- $ 3,389
Sale of common stock 608 6 -- -- -- 2,539 -- -- 2,545
Conversion of redeemable
preferred stock to common stock 1,236 12 (309) (3) -- (9) -- -- --
Dividend on redeemable preferred stock -- -- -- -- -- -- (441) -- (441)
Dividend and interest expense
converted to common stock 183 2 -- -- -- 773 -- -- 775
Unrealized foreign currency
translation adjustment -- -- -- -- -- -- -- 7 7
Net loss -- -- -- -- -- -- (1,625) -- (1,625)
----- --- --- --- ----- -------- ------- ----- --------
BALANCE, JULY 31, 1995 2,543 25 -- -- -- 8,756 (4,138) 7 4,650
Sale of stock warrants -- -- -- -- 624 -- -- -- 624
Unrealized foreign currency
translation adjustment -- -- -- -- -- -- -- 8 8
Net income -- -- -- -- -- -- 876 -- 876
----- --- --- --- ----- -------- ------- ----- --------
BALANCE, JULY 31, 1996 2,543 25 -- -- 624 8,756 (3,262) 15 6,158
Sale of common stock in
connection with IPO 2,990 30 -- -- -- 20,946 -- -- 20,976
Issuance of common stock in
connection with IPO acquisitions 174 2 -- -- -- 1,386 -- -- 1,388
Issuance of common stock on
exercise of stock warrants 540 5 -- -- (624) 633 -- -- 14
Issuance of common stock in
connection with acquisitions 1,091 11 -- -- -- 9,246 -- -- 9,257
Unrealized foreign currency
translation adjustment -- -- -- -- -- -- -- (205) (205)
Net income -- -- -- -- -- -- 3,512 -- 3,512
----- --- --- --- ----- -------- ------- ----- --------
BALANCE, JULY 31, 1997 7,338 $73 -- $-- $ -- $ 40,967 $ 250 $(190) $ 41,100
===== === === === ===== ======== ======= ===== ========
See accompanying notes to the consolidated financial statements.
F-5
35
DYNAMEX INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED JULY 31, 1995, 1996 AND 1997
(IN THOUSANDS EXCEPT SHARE DATA)
1995 1996 1997
-------- -------- --------
OPERATING ACTIVITIES
Net income (loss) ............................................... $ (1,625) $ 876 $ 3,512
Adjustment to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization ............................... 678 1,542 3,543
Extraordinary loss on early retirement of debt .............. -- -- 557
Deferred income taxes ....................................... -- -- (1,002)
Loss on disposal of property and equipment .................. 12 -- --
Loss on disposal Tuscon division ............................ 18 -- --
Dividend and interest expense converted to common stock ..... 57 -- --
Changes in assets and liabilities:
Accounts receivable ........................................... (6) (627) (3,879)
Prepaids and other assets ..................................... 154 (341) (2,064)
Accounts payable and accrued liabilities ...................... (239) 922 3,806
-------- -------- --------
Net cash provided by (used in) operating activities ............. (951) 2,372 4,473
-------- -------- --------
INVESTING ACTIVITIES
Payments for acquisitions ....................................... (7,794) (12,613) (31,331)
Purchase of property and equipment .............................. (213) (579) (565)
Proceeds from sale of property and equipment .................... 12 -- --
-------- -------- --------
Net cash used in investing activities ........................... (7,995) (13,192) (31,896)
-------- -------- --------
FINANCING ACTIVITIES
Principal payment on long term debt ............................. (1,110) (5,064) (9,820)
Net borrowings under line of credit ............................. 2,797 (2,686) --
Proceeds from issuance of long term debt ........................ 4,709 20,470 18,160
Proceeds from issuance of stock warrants ........................ -- 624 --
Net proceeds from sale of common stock .......................... 2,460 -- 21,753
Dividends paid .................................................. (21) -- --
Other assets, deferred offering expenses and intangibles ........ (255) (2,144) (2,033)
Unrealized foreign currency adjustment .......................... 7 8 (205)
-------- -------- --------
Net cash provided by financing activities ....................... 8,587 11,208 27,855
-------- -------- --------
NET INCREASE (DECREASE) IN CASH ..................................... (359) 388 432
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR ........................ 865 506 894
-------- -------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR .............................. $ 506 $ 894 $ 1,326
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
Cash paid for interest .......................................... $ 403 $ 1,114 $ 1,261
Cash paid for taxes ............................................. 21 109 500
======== ======== ========
SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
Assets acquired, liabilities assumed and consideration paid for
acquisitions were as follows:
Fair value of assets acquired ............................. $ 10,188 $ 15,251 47,483
Liabilities assumed and incurred and issuance of
notes payable .......................................... (7,268) (2,638) (5,507)
Issuance of common stock .................................. -- -- (10,645)
-------- -------- --------
$ 2,920 $ 12,613 $ 31,331
======== ======== ========
See accompanying notes to the consolidated financial statements.
F-6
36
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
===============================================================================
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Dynamex Inc. (formerly Parcelway Systems Holding Corp.) (the "Company")
provides same-day delivery and logistics services in the U.S. and Canada.
The Company's primary services are (i) same-day, on-demand delivery (ii)
scheduled distribution and (iii) fleet management. The Company intends
to continue to expand its business through acquiring or developing
businesses in additional areas of the U.S. and Canada and in areas of its
existing operations.
Principles of consolidation - The consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries:
Dynamex Operations East, Inc., Dynamex Operations West, Inc., Dynamex
Canada Inc. (formerly Parcelway Courier Systems Canada Ltd.), and Road
Runner Transportation, Inc. All significant intercompany balances and
transactions are eliminated on consolidation.
The accounts of Dynamex Canada Inc. have been translated into United
States dollars under the provision of Statement of Financial Accounting
Standards No. 52 with the Canadian dollar as the functional currency.
Translation adjustments arising from the translation of Canada's
financial statements into United States dollars are reported as a
separate component of equity.
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 and disclosure of contingent assets and liabilities at the
balance sheet dates and the reported amounts of revenues and expenses for
the periods presented. Actual results may differ from such estimates.
Property and equipment are stated at cost and are depreciated using the
straight-line method over their estimated useful lives or the term of the
lease, whichever is shorter, as follows:
Equipment 3-5 years
Furniture 5 years
Vehicles 7-12 years
Other 4 years
Intangibles arise from the acquisition of operations and include the
excess purchase price over net assets acquired, covenants not-to-compete
and other intangible costs. The excess purchase price over net assets
acquired is being amortized over periods from 5 to 25 years. The Company
reviews the value assigned to the excess purchase price over net assets
acquired to determine if it has been impaired by adverse conditions
affecting the Company. Management is of the opinion that there has been
no diminution in the value assigned. Covenants not-to-compete,
trademarks and other intangibles are being amortized over their estimated
effective lives, generally, five years. Total amortization expense was
$450,000, $944,000 and $2,444,000 for the years ended July 31, 1995, 1996
and 1997, respectively.
Other assets consist of financing fees incurred. These costs are being
amortized on a straight-line basis over the term of the related
financing, approximately five years.
F-7
37
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
===============================================================================
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue recognition - Revenue and direct expenses are recognized when
services are rendered to customers.
Cash and cash equivalents - The Company considers all highly liquid
investments with a maturity of three months or less to be cash
equivalents. Cash equivalents are carried at cost, which approximates
market value.
Net income (loss) per common share - Common share equivalents are
considered in the computation of weighted average number of shares and
earnings per share for a profitable period, by dividing net income by the
average number of common shares and common share equivalents that
represent dilutive effects of the assumed exercise of outstanding stock
options and warrants using the treasury stock method.
New accounting standard - In February 1997, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No.
128, "Earnings Per Share" ("SFAS 128") which is effective for financial
statements for both interim and annual periods after December 15, 1997.
SFAS 128 replaces the presentation of primary earnings per share with a
presentation of basic earnings per share ("EPS"). Basic EPS excludes the
dilutive effect of common stock equivalents previously included in
primary EPS and is computed by dividing net earnings by the weighted
average number of common shares outstanding for the period. The Company
has not yet adopted SFAS 128, as early adoption is not permitted,
however, it does not expect that adoption of SFAS 128 would have a
material impact on earnings per share.
Stock split - On June 3, 1996, the Company declared a 4 for 1 stock split
(Note 11(a)). The effect of such stock split has been retroactively
reflected in the accompanying financial statements.
2. INITIAL PUBLIC OFFERING
On August 16, 1996, the Company completed an initial public offering (the
"Offering") whereby the Company sold 2,600,000 shares of Common Stock at
$8.00 per share. On September 10, 1996, the Underwriters exercised their
over-allotment option to purchase an additional 390,000 shares of Common
Stock at the Offering price. The net proceeds received by the Company
from the Offering of approximately $21,700,000 were applied as follows:
(i) approximately $7,800,000 to pay the cash portion of the consideration
payable in connection with the Acquisitions, including repayment of
assumed debt of approximately $325,000 and the estimated transaction
costs to effect the transactions of approximately $400,000, (ii)
approximately $2,400,000 to repay the note payable in connection with the
acquisition of Dynamex Express, (iii) the early retirement of the Junior
Subordinated Debentures of approximately $4,800,000 which resulted in an
extraordinary loss of $335,000 net of tax, and (iv) the balance to repay
a portion of the indebtedness under the Bank Credit Agreement.
F-8
38
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
3. ACQUISITIONS
(a) On May 31, 1995, the Company acquired certain assets of Dynamex
Express Inc., the ground courier operations of Air Canada, for cash
of $2,920,000 (plus expenses of $164,000), a $4,709,000 note and
the assumption of $2,558,000 in liabilities.
On December 29, 1995, the Company acquired certain assets of
Mayne Nickless Courier Systems, Inc., Mayne Nickless Messenger
Services, Inc. and Mayne Nickless Canada Inc. (collectively "Mayne
Nickless"), a same-day intracity on demand ground courier service
operating in various cities in the U.S. and Canada, for cash of
$11,868,000 (plus expenses of $399,000) and the assumption of
$2,058,418 in liabilities.
On June 30, 1996, the Company acquired the shares of Action
Delivery and Messenger Service Limited, a same- day on demand
ground courier service operating in Halifax, Nova Scotia, for cash
of $147,000 (plus expenses of $22,000).
On August 16, 1996, simultaneously with the closing of the initial
public offering, the Company acquired the same-day delivery
business of (i) Seidel Enterprises, Inc. and the related company,
(ii) Seko Enterprises, Inc. and related companies, (iii) Courier
Inc. and (iv) K.H.B. & Associates Ltd. for cash of approximately
$8,410,000, the assumption of liabilities of approximately $629,000
and 173,485 shares of common stock.
On October 1, 1996, the Company acquired the same-day delivery
business of Express-It, Inc. for cash and assumption of liabilities
of approximately $438,000 and 444,250 shares of common stock.
On May 16, 1997, the Company acquired the same-day delivery
business of Road Runner Transportation, Inc. for cash of
approximately $12,201,000, assumption of liabilities of
approximately $1,827,000 and 350,000 shares of common stock.
In addition to the above acquisition, during 1997, the Company
acquired the same-day delivery businesses of nine separate
companies for cash of approximately $10,676,000, assumption of
liabilities of approximately $2,657,000 and 296,310 shares of
common stock.
F-9
39
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
3. ACQUISITIONS (continued)
a) (continued)
Each of these acquisitions has been accounted for using the
purchase method of accounting and the results of operations of
these companies have been included in these financial statements
from the date of acquisition. The following unaudited pro forma
combined results of operations for the year ended July 31, 1996
and 1997 are presented as if the acquisitions occurred August 1,
1995.
Year ended July 31
---------------------------
1996 1997
----------- ------------
Pro Forma PRO FORMA
----------- ------------
(unaudited)
(in thousands except per
share data)
Sales $ 150,523 $ 161,956
Net income 2,132 4,301
--------- ----------
Per share:
Net income $ 0.28 $ 0.57
========= ==========
The Company has recorded the assets acquired as shown below (in thousands):
July 31
--------------------------
1996 1997
----------- -----------
Accounts receivable $ 3,413 $ 5,847
Property and equipment 546 2,757
Other assets - 381
Intangibles 11,292 38,498
--------- ----------
Assets acquired $ 15,251 $ 47,483
========= ==========
Consideration for these transactions consisted of the following (in thousands):
July 31
-----------------------
1996 1997
---------- ---------
Cash $ 12,613 $ 31,331
Issuance of common stock - 10,645
Long-term debt 453 1,924
Liabilities assumed 2,185 3,583
--------- ---------
$ 15,251 $ 47,483
========= =========
b) Acquisitions subsequent to year end
On August 15, 1997, the Company acquired certain assets of Central
Delivery Service of Washington, Inc. for cash of approximately
$541,000.
F-10
40
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
3. ACQUISITIONS (CONTINUED)
b) Acquisitions subsequent to year end (continued)
On September 26, 1997, the Company acquired the ground courier
message business of Road Management Systems, Inc., Consolidated
Transportation Services, Inc., D.D.S. Courier Service, Inc., Elite
Courier Service, Inc., and Time Courier, Inc. for cash of
approximately $3,816,000 and 74,118 shares of common stock.
On September 29, 1997, the Company acquired the same-day messenger
business of City Courier, Inc., New York Document Exchange
Corporation, and Eastside/Westside, Inc. for cash of approximately
$14,606,000.
4. INTANGIBLES
Intangibles from the Company's various acquisitions consist of the
following (in thousands):
July 31
-----------------------
1996 1997
----------- ----------
Goodwill $ 17,875 $ 52,422
Covenants not to compete 1,206 4,746
Other 602 602
---------------------------------------------------------------------
19,683 57,770
Less accumulated amortization (1,487) (3,734)
---------------------------------------------------------------------
Intangibles - net $ 18,196 $ 54,036
=====================================================================
5. PROPERTY AND EQUIPMENT
Property and equipment consists of the following (in thousands):
July 31
-----------------------
1996 1997
----------- ----------
Equipment $ 2,024 $ 7,625
186 1,172
Vehicles 267 2,005
Other 655 1,838
---------------------------------------------------------------------
3,132 12,640
Less accumulated depreciation (1,085) (6,853)
---------------------------------------------------------------------
Property and equipment - net $ 2,047 $ 5,787
=====================================================================
Leased equipment under capital leases, included in property and equipment
total $780,000 (1996 - $76,000) net of accumulated depreciation of
$96,000 (1996 - $57,000) as of July 31, 1997.
F-11
41
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
6. LONG-TERM DEBT
July 31
-----------------------
1996 1997
----------- ----------
Bank credit agreement (a) $ 15,012 $ 31,535
Junior subordinated debentures (b) 4,212 -
Note payable (c) 2,378 -
Seller financing notes and other (d) 629 844
Capital lease obligations (Note 7) 76 749
-------------------------------------------------------------------------------
22,307 33,128
Less current portion 2,271 740
-------------------------------------------------------------------------------
$ 20,036 $ 32,388
===============================================================================
a) Bank Credit Agreement
On August 26, 1997, the Company amended and restated its bank
credit agreement. Under the terms of the restated agreement, the
Company may borrow up to $75,000,000 (formerly $40,000,000) on a
revolving basis through August 31, 2000, at which time any amounts
outstanding under the facility are due. Interest on outstanding
borrowings is payable quarterly at prime, or various other interest
rate elections based on LIBOR plus an applicable margin. The
applicable margin ranges from 1.25% to 2.00% based on the ratio of
the Company's funded debt to cash flow, both as defined in the
agreement. In addition, the Company is required to pay a
commitment fee of 0.50% of any unused amounts of the total
commitment. At July 31, 1997 the weighted average interest rate
for then outstanding borrowings under the credit agreement was
7.27%.
Borrowings under the agreement are secured by all of the Company's
assets in the United States and by 65% of the stock of the
Company's Canadian subsidiary. Prior to August, 1997 all Canadian
assets were also pledged under the agreement. The agreement
contains restrictions on the payment of dividends, incurring
additional debt, capital expenditures and investments by the
Company. In addition, 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,
all as defined in the agreement. The agreement also requires the
Company to obtain the consent of the lender for additional
acquisitions in certain instances.
The Company has entered into interest rate protection agreements on
a portion of the borrowings under the revolving credit facility.
The interest rate on $15,000,000 of outstanding debt has been fixed
at 6.26%, plus the applicable margin, and a collar of between 5.50%
and 6.50%, plus the applicable margin, has been placed on
$9,000,000 of outstanding debt. The term of both hedging
agreements is three years.
F-12
42
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
6. LONG-TERM DEBT (continued)
b) Junior Subordinated Debentures
In connection with the acquisition of Mayne Nickless the Company
issued $4,500,000 face value of Junior Subordinated Debentures
"Debentures" to certain stockholders of the Company. The
Debentures are subordinated to all other debt for borrowed money
and have been recorded at their estimated fair value as of the date
of issue of $3,876,000. Interest is payable semi-annually and
accrues at 12% through December 28, 1996 and at 18% thereafter.
The Company may elect to pay interest in additional Debentures
through December 31, 1998. On June 28, 1996, the Company elected
to pay $270,000 of interest in additional debentures.
The purchasers of the Debentures were also issued warrants to
purchase an aggregate of 1,080,000 shares reduced to 540,000
shares, of the Company's common stock at a price of $0.025 per
share. The warrants were recorded at their estimated fair value of
as of the date of issue of $624,000 and are being amortized over
the term of the Debentures.
The Debentures were redeemed in full on August 16, 1996 with a
portion of the proceeds from the Company's initial public offering
resulting in an extraordinary loss on redemption of $335,000 (net
of income tax benefit of $222,000).
c) Note Payable
In connection with the acquisition of Dynamex Express, the Company
issued to the seller a note payable in the principal amount of
$4,709,000 (Cdn $6,450,000). Upon the acquisition of Mayne
Nickless this note was repaid and replaced with a new note bearing
interest at 10%, in the principal amount of $2,369,000 (Cdn
$3,225,000). The note was repaid in full on August 16, 1996 with a
portion of the proceeds from the Company's initial public offering
(see Note 2).
d) Seller Financing Notes and Other
In connection with various acquisitions (see Note 3) the Company
issued various notes to the sellers of those businesses. These
notes bear interest at varying rates based primarily on prime.
Scheduled principal payments in each of the next four years on
long term debt are as follows (in thousands):
1998 $ 740
1999 521
2000 199
2001 31,617
2002 51
-----------------------------------------------------------------
$ 33,128
=================================================================
F-13
43
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
7. COMMITMENTS AND CONTINGENCIES
The Company leases certain equipment under properties and non-cancelable
lease agreements which expire at various dates.
At July 31, 1997, minimum annual lease payments for such leases are as
follows (in thousands):
Capital Operating
Leases Leases
------- ---------
1998 $ 362 $ 1,442
1999 237 1,059
2000 78 662
2001 74 408
2002 51 194
---------------------------------------------------------------
802
Less amount representing interest 53
---------------------------------------------------------------
Net present value of future minimum lease payments $ 749
===============================================================
Rent expense related to the operating leases amounted to approximately
$458,000, $1,177,000 and $2,056,000 for the years ended July 31, 1995,
1996 and 1997, respectively.
From time to time, the Company becomes involved in various legal matters
which it considers to be in the ordinary course of business. While the
Company is not currently able to determine the potential liability, if
any, related to such matters, the Company believes none of the matters,
individually or in the aggregate, will have a material adverse effect on
its financial position.
8. INCOME TAXES
As of August 1, 1992, the Company adopted Statement of Financial
Accounting Standards No. 109 ("SFAS No. 109"), Accounting for Income
Taxes, which requires an asset and liability approach for financial
accounting and reporting for income taxes. For purposes of reporting the
Company's deferred tax items under the provisions of SFAS No. 109, the
deferred tax asset of approximately $640,000 as of July 31, 1996, arising
principally from the available net operating loss carryforward, has not
been reported as an asset due to a valuation allowance.
The differences in income tax provided and the amounts determined by
applying the combined statutory tax rate to income before income taxes
result from the following (in thousands):
1995 1996 1997
------- ------- -------
Canadian federal and provincial tax rate 45% 45% 44%
United States federal and state tax rate 40 40 42%
- -----------------------------------------------------------------------------------
Combined statutory tax rate 44% 44% 43%
===================================================================================
Income tax based on combined statutory rate $ (714) $ 463 $ 2,723
Add (deduct) the effect of :
Benefit of net operating losses
(186) (470) (476)
Non-deductible expenses and other - net
189 183 238
Valuation allowance 714 -- --
- -----------------------------------------------------------------------------------
$ 3 $ 176 $ 2,485
===================================================================================
F-14
44
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
8. INCOME TAXES (continued)
Differences between accounting rules 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 SFAS 109 and consisted of the following
components as at July 31, 1997.
Deferred tax assets:
Allowance for doubtful accounts $ 206
Accrued vacation 112
Accrued worker compensation 211
Accrued severance payments 67
Other 1
-------------------------------------------------
597
Capital assets 405
=================================================
$1,002
=================================================
9. FOREIGN OPERATIONS
Amounts included in the consolidated financial statements applicable to
Canada were as follows (in thousands):
July 31
-------------------------------------
1995 1996 1997
---------- ---------- ----------
Revenues $ 15,094 $ 52,249 $ 68,690
Operating income (loss) (78) 7,759 5,338
Identifiable assets 13,324 17,274 23,059
10. RELATED PARTY TRANSACTIONS
During the year ended July 31, 1995, the Company paid approximately
$146,000 to a related party for consulting services in connection with
acquisition of Dynamex Express Inc. and other advisory services. During
the year ended July 31, 1996 the Company paid a related party $70,000 for
investment banking services rendered in connection with the Company's
acquisition of Mayne Nickless and $165,000 for the arrangement of bank
financing related to that acquisition. During the year ended July 31,
1997 the company paid a related party approximately $367,000 in
connection with the underwriting of the Company's initial public
offering.
F-15
45
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
11. STOCKHOLDERS' EQUITY
On December 20, 1995, the Company restated its articles of incorporation
to change its name from Parcelway Systems Holding Corp. to Dynamex Inc.
The articles of incorporation were also restated to increase the
authorized capital stock to 10,000,000 shares of $0.01 per value common
stock and to 3,000,000 shares of $0.01 per value preferred stock.
On June 3, 1996, the Company restated its articles of incorporation to
increase the authorized capital stock to 50,000,000 shares of $0.01 par
value common stock and to 10,000,000 shares of $0.01 per value preferred
stock. The Company then effected a common stock split in the form of a
dividend where it distributed three shares of common stock for every
common share outstanding. The effect of the dividend was to increase the
number of common shares outstanding from 635,865 to 2,543,460.
Rights Agreement
In June 1996, the Board of Directors of the Company approved a Rights
Agreement which is designed to protect stockholders should the Company
become the target of coercive and unfair takeover tactics. Pursuant to
the Rights Agreement, the Board of Directors declared a dividend of one
preferred stock purchase right (a "Right") for each outstanding share of
Common Stock on May 31, 1996. Each Right entitles the registered holder
to purchase from the Company one one-hundredth of a share of the Series A
Preferred Stock, at a price of $45.00 per one one-hundredth of a share of
Series A Preferred Stock, subject to possible adjustment.
12. STOCK OPTION PLAN
a) Effective June 5, 1996, the Company's stockholders approved the
1996 Stock Option Plan (the "Option Plan"). The maximum aggregate
amount of Common Stock with respect to which options may be granted
is 620,000. 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 option.
Options to purchase 471,384 shares are outstanding and (i) 214,384
of these options have a weighted average exercise price of $3.84
per share and expire between November 2003 and July 2005 and (ii)
257,000 of these options (which were granted in connection with the
Offering and are exercisable at $8.00 per share) expire in August
2006. A total of 148,616 shares remained available for future
grants under the Option Plan.
F-16
46
DYNAMEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
12. STOCK OPTION PLAN (continued)
b) Stock-Based Compensation
Had compensation cost for stock option plan been determined based
upon fair values of the grant dates for awards under this plan
consistent with the methodology prescribed under Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation", the Company's net income and earnings per share
would have been reduced by approximately $1,650,000 or $0.24 per
share in 1997. The fair value of each grant is estimated on the
date of grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions used for grants in 1997;
dividend yield of 0%, expected volatility of 64%, risk-free
interest rate of 8.35%, and expected lives of an average of 10
years.
13. SELLING, GENERAL AND ADMINISTRATIVE
Included in selling, general and administrative expenses for the years
ended July 31, 1995, 1996, and 1997 are bad debt expenses of $155,000,
$462,000 and $559,000, respectively.
F-17
47
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
3.1(2) Restated Certificate of Incorporation of Dynamex Inc.
3.2(1) Bylaws, as amended and restated, of Dynamex Inc.
4.1(2) Rights Agreement between Dynamex Inc. and Harris Trust and Savings Bank, dated July 5, 1996.
10.1(2) Employment Agreement of Richard K. McClelland.
10.2(2) Consulting Agreement of George M. Siegel.
10.3(1) Dynamex Inc. Amended and Restated 1996 Stock Option Plan.
10.4(2) Form of Indemnification and Hold Harmless Agreements with Executive Officers and Directors.
10.5(2) Registration Rights Agreement by and among Dynamex Inc., Cypress, McFarland Grossman & Co. and George
M. Siegel, dated November 16, 1993, as amended by that Amendment No. 1 to Registration Rights
Agreement, dated May 31, 1995.
10.6(2) Registration Rights Agreement, by and among Dynamex Inc., Preferred Risk Mutual Insurance Company,
Preferred Life Insurance Company and Richard K. McClelland, dated May 31, 1995.
10.7(1) Second Amended and Restated Credit Agreement by and among the Company and NationsBank of Texas, N.A.,
as agent for the lenders named therein, dated August 26, 1997.
10.8(2) Share Purchase Agreement, by and among Dynamex Inc., Action Delivery and Messenger Service Limited,
Nancy Smithers, David Nantau, Naturally Nova Scotia Health Products Limited and 2306080 Nova Scotia
Limited dated June 20, 1996.
10.9(2) Share Purchase Agreement, by and among Dynamex Inc., Zipper Transportation Services Ltd., KHB &
Associates Ltd., Kenneth Bishop and Bruce Bishop, dated June 3, 1996.
10.10(2) Stock Purchase Agreement, by and among Dynamex Inc., NSK Enterprises, Inc., Seko Enterprises, Inc., YS
Corporation d/b/a Metro Messenger Service Inc., Attention Messenger Service of Illinois, Inc., Dynamex
Inc., Norman Koppel and Joe Garcia, dated June 3, 1996.
10.11(2) Stock Purchase Agreement, by and among Dynamex Inc., Express-It Acquisition Corp., Express-It Inc.,
Barry J. Steingard and William Castor, dated June 3, 1996.
10.12(2) Agreement and Plan of Merger, by and among Dynamex Inc., SEI Acquisition Corp., NCI Acquisition Corp.,
Seidel Enterprises, Inc., Now Courier, Inc. and Edward F. Seidel, Jr., dated June 3, 1996.
48
10.13(2) Asset Purchase Agreement by and among Dynamex Operations East, Inc., Dynamex Operations West, Inc.,
Parcelway Courier Systems Canada Ltd., Mayne Nickless Incorporated, Mayne Nickless Canada Inc., Mayne
Nickless Courier Systems, Inc., Mayne Nickless Messenger Services, Inc. and Mayne Nickless Transport
Inc., dated December 29, 1995.
10.14(2) Asset Purchase Agreement by and among Parcelway Courier Systems Canada Ltd. and Air Canada, dated May
31, 1995.
10.15(3) Stock Purchase Agreement dated May 16, 1997 by and among Dynamex Inc., Road Runner Transportation,
Inc., James C. Isaacson, Gordon J. Isaacson, Gretchen E. Larsen and Thomas W. Ingeman
10.16(4) Stock Purchase Agreement dated September 30, 1997 by and among Dynamex Inc. and the shareholders of
City Courier, Inc., New York Document Exchange corporation and Eastside/Westside, Inc.
11.1(1) Statement re computation of earnings per share.
21.1(1) Subsidiaries of the Registrant.
23.1(1) Independent Auditors' Consent of Deloitte & Touche
27.1(1) Financial Data Schedule.
- ----------
(1) Filed herewith
(2) Previously filed as an Exhibit to Registration Statement on Form S-1
(File No. 333-05293) and incorporated herein by reference.
(3) Previously filed as an Exhibit to the Company's Form 8-K filed on May 16,
1997 and incorporated herein by reference.
(4) Previously filed as an Exhibit to the Company's Form 8-K filed on October
7, 1997 and incorporated herein by reference.