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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JULY 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 000-21057
DYNAMEX INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 86-0712225
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1431 GREENWAY DRIVE, SUITE 345, IRVING, TEXAS 75038
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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 23, 1998 was approximately $65,953,922.
The number of shares of the registrant's common stock, $.01 par value,
outstanding as of October 23, 1998 was 10,069,490 shares.
DOCUMENTS INCORPORATED BY REFERENCE
The information required in Part III of the 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.
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PART I
Statements and information presented within this Annual Report on Form 10-K
for Dynamex Inc. (the "Company" and "Dynamex") contain "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements can be identified by the use
of predictive, future tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "may," "will" or similar terms.
Forward-looking statements also include projections of financial performance,
statements regarding 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
Dynamex is a leading provider of same-day delivery and logistics services
in the United States and Canada. From its base as the largest nationwide
same-day transportation company in Canada, over the last three years Dynamex has
established a presence in 21 metropolitan markets in the United States and has
continued to expand its system in Canada. Through its network of branch offices,
the Company provides same-day, door-to-door delivery services utilizing its
ground couriers. For many of its inter-city deliveries, the Company uses third
party air or motor carriers in conjunction with its ground couriers to provide
same-day service. In addition to traditional on-demand delivery services, the
Company offers scheduled distribution services, which encompass recurring, often
daily, point-to-point deliveries or multiple destination deliveries that often
require intermediate handling. The Company also offers fleet and facilities
management services. These services include designing and managing systems to
maximize efficiencies in transporting, sorting and delivering customers'
products on a local and multi-city basis. With its fleet management service, the
Company manages and may provide a fleet of dedicated vehicles at single or
multiple customer sites. The Company's on-demand delivery capabilities are
available to supplement scheduled distribution arrangements or dedicated fleets
as needed. Facilities management services include the Company's operation and
management of a customer's mailroom.
The Company was organized under the laws of Delaware in 1992 as Parcelway
Systems Holding Corp. In May 1995, the Company acquired Dynamex Express and, 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, which had operations in eight U.S.
cities and two Canadian cities. In August 1996, in conjunction with the
Company's initial public offering (the "IPO") the Company acquired five same-day
delivery businesses in three U.S. and two Canadian cities (the "IPO
Acquisitions"). Subsequent to the IPO and through September 30, 1998 the Company
acquired 22 additional same-day delivery businesses in thirteen U.S. and three
Canadian cities. See "-- Recent Acquisitions."
INDUSTRY OVERVIEW
The delivery and logistics industry is large, highly fragmented and
growing. The industry is composed primarily of same-day, next-day and second-day
service providers. The Company primarily services the same-day, intra-city
delivery market. The same-day delivery and logistics industry in the U.S. and
Canada primarily consists of several thousand small, independent businesses
serving local markets and a small number of multi-location regional or national
operators. The Company believes that the same-day delivery and logistics
industry offers substantial consolidation opportunities as a result of industry
fragmentation and that there are significant operating benefits to large-scale
service providers. Relative to smaller operators in the industry, the Company
believes that national operators such as the Company benefit from several
competitive advantages
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including: national brand identity, professional management, the ability to
service national accounts and centralized administrative and management
information systems. These factors have contributed to a recent trend toward
consolidation in the industry.
Management believes that the same-day delivery segment of the
transportation industry is benefiting from several recent trends. For example,
the trend toward outsourcing has resulted in numerous shippers turning to third
party providers for a range of services including same-day delivery and
management of in-house distribution. Many businesses that outsource their
distribution requirements prefer to purchase such services from one source that
can service multiple cities, thereby decreasing the number of vendors from which
they purchase services. Additionally, the growth of "just-in-time" inventory
practices designed to reduce inventory-carrying costs has increased the demand
for the same-day delivery of such inventory. Technological developments such as
e-mail and facsimile have increased the pace of business and other transactions,
thereby increasing demand for the same-day delivery of a wide array of items,
ranging from voluminous documents to critical manufacturing parts and medical
devices. Consequently, there has been increased demand for the same-day
transportation of items that are not suitable for fax or electronic
transmission, but for which there is an immediate need.
BUSINESS STRATEGY
The Company intends to expand its operations in the U.S. and Canada to
capitalize on the demand of local, regional and national businesses for
innovative same-day transportation solutions. The key elements of the Company's
business strategy are as follows:
Focus on Primary Services. The Company provides three primary services: (i)
same-day on-demand delivery services, (ii) same-day scheduled distribution
services and (iii) outsourcing services such as fleet management and facilities
management. The Company focuses its same-day on-demand delivery business on
transporting non-faxable, time sensitive items throughout metropolitan areas. By
delivering items of greater weight over longer distances and providing value
added on-demand services such as non-technical swap-out of failed equipment, the
Company expects to raise the yield per delivery relative to the yield generated
by delivering documents within a central business district. Additionally, the
Company intends to capitalize on the market trend towards outsourcing
transportation requirements by concentrating its logistics services in same-day
scheduled distribution and fleet management. The delivery transactions in a
fleet management and scheduled distribution program are recurring in nature,
thus creating the potential for long term customer relationships. Additionally,
these value added services are generally less vulnerable to price competition
than traditional on-demand delivery services.
Target National and Regional Accounts. The Company's sales force focuses on
pursuing and maintaining national and regional accounts. The Company anticipates
that its (i) existing multi-city network of locations combined with new
locations to be acquired, (ii) ability to offer value added services such as
fleet management to complement its basic same-day delivery services and (iii)
experienced, operations oriented management team and sales force, will create
further opportunities with many of its existing customers and attract new
national and regional accounts.
Create Strategic Alliances. By forming alliances with strategic partners
that offer services that compliment those of the Company, the Company and its
partner can jointly market their services, thereby accessing one another's
customer base and providing such customers with a broader range of value added
services. For example, the Company has formed an alliance with Purolator, the
largest Canadian overnight courier company, whereby on an exclusive basis the
Company and Purolator provide one another with certain delivery services and
market one another's delivery services to their respective customers. See
"-- Sales and Marketing."
Pursue Acquisitions. The Company believes that the highly fragmented nature
of the delivery and logistics industry creates significant opportunities for
same-day delivery and logistics companies with national marketing and
operations. Having substantially completed its Canadian network, the Company
will focus its acquisition program on further penetrating the U.S. market. The
Company will seek to acquire high quality, same-day delivery businesses in new
markets as well as in markets in which it has already established a presence.
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Management expects that acquisitions in existing markets will provide access to
an acquired company's customer base while creating operating efficiencies within
these markets. Management believes that its operating and acquisition experience
and the Company's ability to offer cash or common stock as purchase
consideration are important advantages in pursuing acquisition candidates. The
Company plans to augment the service offerings of its acquired companies with
value added services such as fleet management and non-technical swap-out of
failed equipment and to integrate the acquired businesses into the Company's
operations.
SERVICES
The Company capitalizes on its routing, dispatch and vehicle and personnel
management expertise developed in the ground courier business to provide its
customers with a broad range of value added, same-day distribution services. By
creating innovative applications of its core services, the Company intends to
expand the market for its distribution services and increase the yield per
service provided.
Same-Day On-Demand Delivery. The Company provides same-day intra-city
on-demand delivery services whereby Company messengers or drivers respond to a
customer's request for immediate pick-up and delivery. The Company also provides
same-day inter-city delivery services by utilizing third party air or motor
carriers in conjunction with the Company's ground couriers. The Company focuses
on the delivery of non-faxable, time sensitive items throughout major
metropolitan areas rather than traditional downtown document delivery. By
delivering items of greater weight over longer distances and providing value
added on-demand services such as non-technical swap-out of failed equipment, the
Company expects to continue to raise the yield per delivery relative to the
yield generated from downtown document deliveries. For the fiscal years ended
July 31, 1998 and 1997, approximately 62% and 66%, respectively, 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. Scheduled
distribution services include regularly scheduled deliveries made on a
point-to-point basis and deliveries that may require intermediate handling,
routing or sorting of items to be delivered to multiple locations. The Company's
on-demand delivery capabilities are available to supplement the scheduled
drivers as needed. 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. For example, 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 fiscal
years ended July 31, 1998 and 1997, approximately 13% in each year, of the
Company's revenues were generated from same-day scheduled distribution services.
Outsourcing Services. The Company's outsourcing services include fleet
management and mailroom or other facilities management, such as maintenance of
call centers for inventory tracking and delivery. With its outsourcing services,
the Company is able to apply its same-day delivery capability and logistics
experience to design and manage efficient delivery systems for its customers.
The outsourcing service offerings can expand along with the customer's needs.
Management believes that the trend toward outsourcing has resulted in many
customers reducing their reliance on in-house transportation departments and
increasing their use of third-party providers for a variety of delivery
services.
The largest component of the Company's outsourcing services is fleet
management. With its fleet management service, the Company provides
transportation services primarily for customers that previously managed such
operations in-house. This service is generally provided with a fleet of
dedicated vehicles that can range from passenger cars to tractor-trailers (or
any combination) and may display the 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 than
would otherwise be required. The Company's fleet management services include
designing and managing systems created to maximize efficiencies in transporting,
sorting and delivering customers' products on a local and multi-city basis.
Because
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the Company generally does not own vehicles but instead hires drivers who do,
the Company's fleet management solutions are not limited by the Company's need
to utilize its own fleet.
By outsourcing their fleet management, the Company's customers (i) utilize
the Company's distribution and route optimization experience to deliver their
products more efficiently, (ii) gain the flexibility to expand or contract fleet
size as necessary, and (iii) reduce the costs and administrative burden
associated with owning or leasing vehicles and hiring and managing
transportation employees. For example, the Company has configured and now
manages a distribution fleet for one of the largest distributors to drugstores
in Canada. For the fiscal years ended July 31, 1998 and 1997, approximately 25%
and 21%, respectively, of the Company's revenues were generated from fleet
management and other outsourcing services.
While the volume and profitability of each service provided 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. The Company
can bundle its various delivery and logistics services to create customized
distribution solutions and, by doing so, seeks to become the single source for
its customers' distribution needs.
OPERATIONS
The Company's operations are divided into three U.S. regions and one
Canadian region, with each of the Company's approximately 40 branches assigned
to the appropriate region. 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 such branch
operations including its profitability. Each branch manager reports to a
regional manager with similar responsibilities for all branches within his
region. Certain administrative and marketing functions may be centralized for
multiple branches in a given city or region. Dynamex believes that the strong
operational background of its senior management is important to building brand
identity throughout the United States while simultaneously overseeing and
encouraging individual managers to be successful in their local markets.
Same-Day On-Demand Delivery. Most branches 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 utilize computer systems to provide the customer with a
job-specific price quote and to 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.
Outsourcing Services. The largest component of the Company's outsourcing
services is its 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 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 may display the customer's name and logo
on its vehicles. The Company can supplement these dedicated vehicles and drivers
with its on-demand capability as necessary.
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Prices for the Company's services are determined at the branch level based
on the distance, weight and time-sensitivity of a particular delivery. The
Company generally enters into customer contracts for scheduled distribution, and
fleet and facilities management, which are generally terminable by such customer
upon notice generally ranging from 30 to 90 days. The Company does not typically
enter into contracts with its customers for on-demand delivery services.
Substantially all of the Dynamex drivers are owner-operators who provide
their own vehicles, pay all expenses of operating their vehicles and receive a
percentage of the delivery charge as compensation. Management believes that this
creates a higher degree of responsiveness on the part of its drivers as well as
significantly lowering the capital required to operate the business and reducing
the Company's fixed costs. The Company owns approximately 50 vehicles, primarily
light trucks and automobiles, with ages ranging from one to 15 years, and an
average age of five years. These vehicles are used by certain Company employees
for delivery services or are leased to owner-operators.
SALES AND MARKETING
The Company markets its services through a sales force comprised of
national and local sales representatives. The Company's national sales force,
comprised of approximately 10 persons, includes product specialists dedicated to
specific services, such as fleet management. Additionally, some of these
specialists have developed expertise in servicing certain industries such as
banks and telecommunications companies. As part of its overall marketing plan,
the Company has been increasing the number of national product and industry
specialists and intends to continue to do so in the future. Approximately 75
local employee sales representatives target business opportunities from the
branch offices and approximately 25 specialized sales representatives contact
existing customers to assess customer satisfaction and requirements. The
Company's sales force will seek to generate additional business from existing
local accounts, which often include large companies with multiple locations. The
expansion of the Company's national sales program and continuing investment in
technology to support its expanding operations have been undertaken at a time
when large companies are increasing their demand for delivery providers who
offer a range of delivery services at multiple locations.
The Company's local sales representatives make regular calls on existing
and potential customers to identify such customers' delivery and logistics
needs. The Company's national product and industry specialists augment the local
marketing efforts and seek new applications of the Company's primary services in
an effort to expand the demand for such services. Customer service
representatives on the local and national levels regularly communicate with
customers to monitor the quality of services and to quickly respond to customer
concerns. The Company maintains a database of its customers' service utilization
patterns and satisfaction level. This database is used by the Company's
specialized sales force to analyze opportunities and conduct performance audits.
Fostering strategic alliances with customers who offer services that
complement those of the Company is an important component of the Company's
marketing strategy. For example, under an agreement with Purolator, the Company
serves as Purolator's exclusive provider of same-day courier services, which
services are then marketed by Purolator to its customers. The Company also
provides Purolator with local and inter-city same-day ground courier service for
misdirected Purolator shipments. Purolator, in turn, serves as the Company's
exclusive provider of overnight delivery services which services are marketed by
the Company to its customers. Purolator reports that it is the largest overnight
courier in Canada with approximately 9,000 employees who handle approximately
300,000 packages daily.
CUSTOMERS
The Company's target customer is a business that distributes
time-sensitive, non-faxable items that weigh from one to seventy 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 for the fiscal year ended July 31, 1998, no single
industry accounted for more than 10% of the Company's annual revenues. A
significant number of the
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Company's customers are located in Canada. For the fiscal years ended July 31,
1998, 1997 and 1996, approximately 36.6%, 52.1% and 72.8% of the Company's
revenues, respectively, were generated in Canada. See Note 10 of Notes to
Consolidated Financial Statements for additional information concerning the
Company's foreign sales.
COMPETITION
The market for the Company's same-day delivery and logistics services has
been and is expected to remain highly competitive. The Company believes that the
principal competitive factors in the markets in which it competes are
reliability, quality, breadth of service and price.
Most of the 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. Price competition for basic
delivery services is particularly intense.
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, which it believes is an
important advantage in this highly fragmented industry, 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. Management believes that its
operating experience and its strategy to fully integrate each acquired company
by adding its core services and introducing national and multi-city marketing
will allow it to remain competitive in the acquisition market.
The Company's principal competitors for drivers are other delivery
companies within each market area. Management believes that its method of driver
compensation, which is based on a percentage of the delivery charge, is
attractive to drivers and helps the Company to recruit and retain drivers.
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RECENT ACQUISITIONS
Commencing with the IPO in August 1996 and continuing through September
1998, the Company acquired the following same-day delivery businesses
(collectively the "Acquisitions"):
EFFECTIVE DATE
COMPANY METROPOLITAN AREAS SERVED OF ACQUISITION
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Action Delivery(1) Halifax, Nova Scotia August 16, 1996
Seidel Delivery(1) Columbus, Ohio August 16, 1996
Seko/Metro(1) Chicago, Illinois August 16, 1996
Southbank(1) New York, New York August 16, 1996
Zipper(1) Winnipeg, Manitoba August 16, 1996
Express It, Inc.(2) New York, New York October 1, 1996
Dollar Courier(2) San Diego, California October 18, 1996
Winged Foot Couriers, Inc.(2) New York, New York December 1, 1996
Boogey Transportation Limited(2) Saskatoon, Saskatchewan December 1, 1996
One Hour Delivery Services, Inc.(2) Dallas, Texas January 1, 1997
Priority Parcel Express, Inc.(2) Dallas, Texas January 1, 1997
Max America Holdings, Inc.(2) Dallas, Texas January 1, 1997
Eagle Couriers, Inc.(2) Richmond, Virginia February 1, 1997
One Hour Courier Service, Inc.(2) Kansas City, Missouri March 1, 1997
Regina Mail Marketing, Inc.(2) Regina, Saskatchewan April 28, 1997
Road Runner Transportation, Inc.(2) Minneapolis/St. Paul, MN May 16, 1997
Central Delivery Service of Washington, Hartford, Connecticut August 16, 1997
Inc. (2 branches only)(3) Boston, Massachusetts
Road Management Systems, Inc. and certain Atlanta, Georgia September 26, 1997
related companies(3)
Nydex Companies(3) New York, New York October 1, 1997
Backstreet Couriers, Inc. and a related Memphis, Tennessee March 1, 1998
company(3)
U.S.C. Management Systems, Inc.(3) New York, New York March 23, 1998
Colorado Courier and Distribution, Inc.(3) Denver, Colorado March 31, 1998
Alpine Enterprises Ltd.(3) Winnipeg, Manitoba March 31, 1998
Rush Delivery Service(3) Kansas City, Missouri April 30, 1998
Cannonball, Inc.(3) Chicago, Illinois May 3, 1998
Facilities Management & Consulting Inc.(4) Chicago, Illinois August 4, 1998
Dash Courier(4) Washington, D.C. August 17, 1998
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(1) Collectively the "IPO Acquisitions."
(2) Collectively the "Fiscal 1997 Acquisitions."
(3) Collectively the "Fiscal 1998 Acquisitions."
(4) Collectively the "Recent Acquisitions."
The aggregate consideration paid by the Company for the Acquisitions
included cash paid of approximately $70.8 million and the issuance by the
Company of approximately $700,000 in promissory notes and approximately
1,379,000 shares of common stock. In addition, in certain instances, the Company
may pay additional cash consideration if such acquired businesses obtain certain
performance goals. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations." The consideration paid by the Company for
the Acquisitions was determined through arms-length negotiations among the
Company and the representatives of the owners 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.
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Each of the Acquisitions has been 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 businesses into the
Company's operations. Each acquired company has been assigned to the appropriate
regional division of the Company. Generally, an existing manager of each
acquired company has agreed to continue to manage such operation after the
consummation of the respective acquisition. 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 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."
On September 23, 1998, the Company announced that it had entered into a
definitive agreement to acquire Q International Courier, Inc. ("Quick"), the
parent company of Quick International Courier. Quick is a leading provider of
time critical domestic and international air courier and mail distribution
services. It is a privately owned company, headquartered in New York, and has
470 associates and 12 offices in the United States, and over 5,000 agents
worldwide. Terms of the agreement call for the Company to pay $51.0 million in
cash and issue 1.5 million shares of its common stock in exchange for all of the
capital stock of Quick. Dynamex will also assume $12.0 million in debt of Quick.
In addition to the above, Dynamex will be required to pay up to an additional
$4.5 million in cash should its common stock not trade at $12.00 or above for
any 60 days during the two-year period ending September 23, 2000.
REGULATION
The Company's business and operations are subject to various federal (U.S.
and Canadian), state, provincial and local regulations and, in many instances,
require permits and licenses from state authorities. The Company holds
nationwide general commodities authority from the Federal Highway Administration
of the U.S. Department of Transportation to transport certain property as a
motor carrier on an inter-state basis within the contiguous 48 states. Where
required, the Company holds statewide general commodities authority. The Company
holds permanent extra-provincial (and where required, intra-provincial)
operating authority in all Canadian provinces where the Company does business.
In connection with the operation of certain motor vehicles, the handling of
hazardous materials in its courier operations and other safety matters,
including insurance requirements, the Company is subject to regulation by the
United States Department of Transportation, 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 Federal Communications Commission regulates
the Company. The Company believes that it is in substantial compliance with all
of these regulations. The failure of the Company to comply with the applicable
regulations could result in substantial fines or possible revocations of one or
more of the Company's operating permits.
SAFETY
From time to time, the Company's drivers are involved in accidents. The
Company carries liability insurance with a per claim and an aggregate limit of
$15.0 million. Owner-operators are required to maintain liability insurance of
at least the minimum amounts required by applicable state and provincial law
(generally such minimum requirements range from $35,000 to $75,000). The Company
also has insurance policies covering property and fiduciary trust liability,
which coverage includes all drivers. The Company reviews prospective drivers to
ensure that they have acceptable driving records. In addition, where required by
applicable law, the Company requires prospective drivers to take a physical
examination and to pass a drug test. Branch managers are responsible for
training drivers on any additional safety requirements as dictated by customer
specifications.
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INTELLECTUAL PROPERTY
The Company has registered "DYNAMEX" and "DYNAMEX EXPRESS" as federal
trademarks in the Canadian Intellectual Office and has filed applications in the
U.S. Patents and Trademark's office for federal trademark registration of such
names. No assurance can be given that any such registration will be granted in
the U.S. or that if granted, such registration will be effective to prevent
others from using the trademark concurrently or preventing the Company from
using the trademark in certain locations.
EMPLOYEES
At October 16, 1998, the Company had approximately 2,750 employees, of whom
approximately 1,600 were employed primarily in various management, supervisory,
administrative, and other corporate positions and approximately 1,150 were
employed as drivers and messengers. Additionally at October 16, 1998, the
Company had contracts with approximately 3,600 independent owner-operator
drivers. 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."
Of the approximately 4,750 drivers and messengers used by the Company as of
October 16, 1998, approximately 1,700 are located in Canada and approximately
3,050 are located in the U.S. Approximately 65% of the drivers and messengers
located in Canada are represented by major international labor unions.
Management believes that the Company's relationship with such unions is good.
Unions represent none of the Company's U.S. employees, drivers or messengers.
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 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 as well as in the
metropolitan areas in which the Company currently operates. Due to ongoing
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 such additional companies into the Company's
existing operations. In addition, there can be no assurance that businesses
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 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 must obtain the consent of its
primary lenders to consummate any acquisition for which the purchase price
exceeds $10.0 million and for any acquisition consummated in any rolling twelve
month period commencing after May 1998 in which the aggregate acquisition
consideration paid during such period exceeds $20.0 million. There can be no
assurance that the Company's primary lenders 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 implement
successfully its acquisition strategy. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources."
9
11
Limited Combined Operating History
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 companies or successfully integrate their operations into the Company.
Highly Competitive Industry
The market for same-day delivery and logistics services has been and is
expected to remain highly competitive. Competition is often intense,
particularly for basic delivery services. High fragmentation and low barriers to
entry characterize the industry 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 and qualified
drivers. 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 to capitalize on the consolidation trend. See "Business --
Competition."
Claims Exposure
As of October 16, 1998, the Company utilized the services of approximately
4,750 drivers and messengers. From time to time such persons are involved in
accidents or other activities that may give rise to liability claims. The
Company currently carries liability insurance with a per claim and an aggregate
limit of $15.0 million. Owner-operators are required to maintain liability
insurance of at least the minimum amounts required by applicable state or
provincial law (generally such minimum requirements range from $35,000 to
$75,000). The Company also has insurance policies covering property and
fiduciary trust liability, which coverage includes all drivers and messengers.
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. 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 adversely affected. In addition, significant increases in
insurance costs could reduce the Company's profitability.
Certain Tax Matters Related to Drivers
Substantially all of the Company's drivers own their own vehicles and as of
October 16, 1998, approximately 92% of these owner-operators were independent
contractors as opposed to employees of the Company. The Company does not pay or
withhold any federal, state or provincial employment tax with respect to or on
behalf of independent contractors. From time to time, taxing authorities in the
U.S. and Canada have sought to assert that independent 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 (U.S. and Canadian), 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
withholding taxes and pay for and administer added employee benefits to these
drivers, 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 drivers, it may also be required to pay penalties or be
subject to other liabilities as a result of incorrect classification of such
drivers. If the drivers are deemed to be employees rather than independent
contractors, then the Company may be required to increase their compensation
since they will no longer be receiving commission-based compensation. Any of the
foregoing circumstances could have a material adverse impact on the Company's
financial condition and results of
10
12
operations, and/or to restate financial information from prior periods. See
"Business -- Services" and "-- Employees."
In addition to the drivers that are independent contractors, certain of the
Company's drivers are employed by the Company and own and operate their own
vehicles 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, and may also be
required to pay penalties, which could have an adverse impact on the Company's
financial condition and results of operations, and/or to restate financial
information from prior periods. See "Business -- Services" and "-- Employees."
Foreign Exchange
Significant portions 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 conversion rate between the
U.S. dollar and the Canadian dollar has declined significantly during the fiscal
year of 1998 as compared to the fiscal year of 1997. As the Canadian dollar is
the functional currency for the Company's Canadian operations, this decline has
had a negative effect on the Company's reported revenues for such period. 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 Company's business, financial condition or
results of operations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Note 10 of Notes to 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 (U.S. and Canadian), 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. Furthermore, delays in
obtaining approvals for the transfer or grant of certificates, permits or
licenses, or failure to obtain such approvals, 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 Richard K.
McClelland, the Company's Chairman of the Board, President and 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. See Item 11. 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 businesses.
Risks Associated with the Local Delivery Industry; General Economic Conditions
The Company's revenues and earnings are especially sensitive to events that
affect the delivery services industry, including extreme weather conditions,
economic factors affecting the Company's significant customers and shortages of
or disputes with labor, any of which could result in the Company's inability to
service its clients effectively or the inability of the Company to profitably
manage its operations. In addition,
11
13
downturns in the level of general economic activity and employment in the U.S.
or Canada may negatively impact demand for the Company's services.
Technological advances in the nature of facsimile and electronic mail have
affected the market for on-demand document delivery services. 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.
Dependence on Availability of Qualified Courier Personnel
The Company is dependent upon its ability to attract, train and retain, as
employees or through independent contractor or other arrangements, qualified
courier personnel who possess the skills and experience necessary to meet the
needs of its operations. The Company competes in markets in which unemployment
is relatively low and the competition for couriers and other employees is
intense. The Company must continually evaluate, train and upgrade its pool of
available couriers to keep pace with demands for delivery services. There can be
no assurance that qualified courier personnel will continue to be available in
sufficient numbers and on terms acceptable to the Company. The inability to
attract and retain qualified courier personnel would have a material adverse
impact on the Company's business, financial condition and results of operations.
Volatility of Stock Price
Prices for the Company's 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.
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ITEM 2. PROPERTIES
The Company leases facilities in 77 locations. These facilities are
principally used for operations and general and administrative functions. The
chart below summarizes the locations of facilities that the Company leases:
NUMBER
OF
LOCATION PROPERTIES
-------- ----------
CANADA
Alberta 6
British Columbia 6
Manitoba 4
Newfoundland 1
Nova Scotia 1
Ontario 10
Quebec 3
Saskatchewan 3
--
Canadian Total 34
==
U.S
Arizona 2
California 3
Colorado 1
Connecticut 1
District of Columbia 1
Georgia 1
Illinois 3
Maryland 1
Massachusetts 1
Minnesota 1
Missouri 2
New Jersey 1
New York 9
North Carolina 1
Ohio 1
Pennsylvania 2
Rhode Island 1
Tennessee 1
Texas 6
Virginia 3
Washington 1
--
U.S. Total 43
==
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, 1998,
1997 and 1996 were approximately $3,482,000, $2,056,000 and $1,177,000,
respectively. The Company's principal executive offices are located in Irving,
Texas. See Note 8 of Notes to the Consolidated Financial Statements.
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15
ITEM 3. LEGAL PROCEEDINGS
In November 1998 the Company became aware of a potential class action claim
by stockholders. At this time management is unable to determine the likely
outcome of this matter or the amount of any potential liability related to the
claim.
Other than the above matter, there are no pending legal proceedings
involving the Company other than routine litigation incidental to the Company's
business. 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.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information -- 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 summarized the high and low sale prices per share
of common stock for the periods indicated, as reported on the NASDAQ National
Market:
HIGH LOW
------- -------
FISCAL 1997
First Quarter (from August 13, 1996) $11.750 $ 8.000
Second Quarter 11.625 8.375
Third Quarter 13.125 5.750
Fourth Quarter 8.875 5.750
FISCAL 1998
First Quarter 11.000 6.500
Second Quarter 11.625 9.375
Third Quarter 13.625 10.813
Fourth Quarter 13.875 10.500
Holders -- As of October 16, 1998, the approximate number of holders of
record of common stock was 100.
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 dividend 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 1998, the Company issued
39,960 shares of common stock to the owner of Cannonball, Inc. as partial
consideration for the acquisition of such delivery company.
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ITEM 6. SELECTED FINANCIAL DATA
The following selected historical financial data for the three years ended
July 31, 1998 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, 1995 and 1994 have been
derived from the consolidated financial statements of the Company not appearing
elsewhere herein. The selected financial data are qualified in the entirety, and
should be read in conjunction with the Company's consolidated financial
statements, including the notes thereto, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing elsewhere
herein.
YEARS ENDING JULY 31,
-----------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Statement of Income Data:
Sales $207,746 $131,867 $71,812 $21,032 $ 7,023
Cost of sales 139,317 87,193 50,018 14,336 5,212
-------- -------- ------- ------- -------
Gross profit 68,429 44,674 21,794 6,696 1,811
Selling, general and administrative expenses 51,997 33,318 17,545 7,225 2,397
Depreciation and amortization 6,679 3,424 1,542 690 322
-------- -------- ------- ------- -------
Operating income (loss) 9,753 7,932 2,707 (1,219) (908)
Interest expense 4,223 1,600 1,655 403 157
-------- -------- ------- ------- -------
Income (loss) before taxes 5,530 6,332 1,052 (1,622) (1,065)
Income taxes 2,152 2,485 176 3 --
-------- -------- ------- ------- -------
Net income (loss), before extraordinary item $ 3,378 $ 3,847 $ 876 $(1,625) $(1,065)
======== ======== ======= ======= =======
Net income (loss) per common share, before
extraordinary item
-- basic $ 0.43 $ 0.58 $ 0.34 $ (1.90) $ (2.02)
======== ======== ======= ======= =======
-- assuming dilution $ 0.42 $ 0.56 $ 0.23 $ (1.90) $ (2.02)
======== ======== ======= ======= =======
Common shares outstanding 7,937 6,670 2,543 855 528
Adjusted common shares 8,136 6,839 3,732 855 528
Other Data:
Cash dividends declared per common share $ -- $ -- $ -- $ -- $ --
======== ======== ======= ======= =======
Earnings (loss) before interest, taxes,
depreciation and amortization (1) $ 16,432 $ 11,356 $ 4,249 $ (529) $ (586)
======== ======== ======= ======= =======
JULY 31,
---------------------------------------------------
1998 1997 1996 1995 1994
-------- ------- ------- ------- ------
(IN THOUSANDS)
Balance Sheet Data:
Working capital $ 18,027 $11,428 $ 4,086 $ 1,484 $ 638
Total assets 128,554 88,151 34,999 17,194 8,134
Long-term debt, excluding current portion 36,287 32,388 20,036 5,924 1,999
Stockholders' equity 74,942 41,100 6,158 4,650 3,389
- ---------------
(1) 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 income 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 operating activities for the three years ended July 31,
1998 were $6,953, $4,926, and $2,380 respectively. Cash flows used in
investing activities for the three years ended July 31, 1998 were $40,988,
$31,896 and $13,192 respectively. Cash flows provided by financing
activities for the three years ended July 31, 1998 were $34,070, $27,402 and
$11,200 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 Company's consolidated 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 or appear elsewhere in
this report, including without limitation, the factors disclosed under "Risk
Factors."
GENERAL
In May 1995, the Company acquired Dynamex Express, the ground courier
operations of Air Canada ("Dynamex Express"), which was led by Richard K.
McClelland, the Company's Chief Executive Officer, and which had a national
network of 20 locations across Canada. 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, the Company completed the
IPO Acquisitions and thereby acquired five same-day delivery businesses in three
U.S. and two Canadian cities. Subsequent to the IPO and through July 31, 1997,
the Company completed the Fiscal 1997 Acquisitions and thereby acquired an
additional 11 same-day delivery businesses in six U.S. and two Canadian cities.
Between August 1, 1997 and July 31, 1998, the Company completed the Fiscal 1998
Acquisitions, and thereby acquired nine same-day delivery businesses in eight
U.S. cities and one Canadian city. Subsequent to July 31, 1998, the Company
consummated the Recent Acquisitions, and thereby acquired two same-day delivery
businesses in two U.S. cities. See "Business -- Recent Acquisitions." 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 from the date of acquisition. As a result of
these various acquisitions, the historical operating results of the Company for
the periods presented are not necessarily comparable.
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 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.
Cost of sales consists of costs relating directly to performance of
services, including driver and messenger costs and third party delivery charges,
if any. Substantially all of the drivers used by the Company own their own
vehicles, and approximately 92% 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 delivery charge.
Consequently, the Company's driver and messenger costs 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 and 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 services. However, scheduled distribution and fleet management
services generally have fewer administrative requirements related to order
taking, dispatching drivers and
16
18
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 primarily 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.
A significant portion of the Company's revenues is generated in Canada. For
the fiscal years ended July 31, 1998, 1997 and 1996, approximately 36.6%, 52.1%,
and 72.8%, respectively, of the Company's revenues were generated in Canada. The
decrease in the proportion of revenues generated in Canada is attributable to
the high proportion of U.S. businesses acquired in the Acquisitions. Before
deduction of corporate costs, the majority of which are incurred in the U.S.,
the cost structure of the Company's operations in the U.S. and in Canada is very
similar. Consequently, when expressed as a percentage of U.S. or Canadian sales,
as appropriate, the operating profit generated in each such country (before
deduction of corporate costs) is not materially different.
In July 1998 the Company sold its Canadian Strategic Stocking business for
cash of approximately $670,000 and a note in the amount of $670,000. The note is
payable in installments of $134,000 on January 31, 1999; $100,000 on July 31,
1999; and $436,000 contingently payable from 10% of the annual revenues in
excess of a specified base level over a five year period from the business sold.
In connection with the sale, the Company entered into a services agreement with
the purchaser whereby the Company will provide transportation, warehouse and
inventory management and related services over a five year period. In addition
the Company has agreed to reimburse the purchaser, during the term of the
services agreement, for certain promotional and employee-related compensation
related to the business and the services provided by the Company. These costs
are estimated to amount to approximately $150,000 annually. The cash and
noncontingent portion of the note in excess of the basis of the net assets of
the Canadian Strategic Stocking business, received upon closing the transaction
which amounts to approximately $900,000, has been deferred at July 31, 1998.
This deferred revenue will be recognized over future periods as services are
provided under the services agreement.
The conversion rate between the U.S. dollar and Canadian dollar has
declined significantly during the fiscal year ending July 31, 1998 as compared
to the fiscal year ended July 31, 1997. As the Canadian dollar is the functional
currency for the Company's Canadian operations, this decline has had a negative
effect on the Company's reported revenues. The effect of this decline on the
Company's net income for the fiscal year ended July 31, 1998 has not been
material, although there can be no assurance that fluctuations in such currency
exchange rate will not in the future have material adverse effect on the
Company's business, financial condition or results of operations.
17
19
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:
YEARS ENDING JULY 31,
--------------------------
1998 1997 1996
------ ------ ------
Sales 100.0% 100.0% 100.0%
Cost of sales 67.1% 66.1% 69.7%
------ ------ ------
Gross profit 32.9% 33.9% 30.3%
Selling, general and administrative expenses 25.0% 25.3% 24.4%
Depreciation and amortization 3.2% 2.6% 2.1%
------ ------ ------
Operating income 4.7% 6.0% 3.8%
Interest expense 2.0% 1.2% 2.3%
------ ------ ------
Income before taxes 2.7% 4.8% 1.5%
====== ====== ======
Fourth Quarter Adjustments
In the fourth quarter of the fiscal year ended July 31, 1998, the Company
recorded certain unusual and year-end adjustments. These items related primarily
to i) settlements of employment agreements with former owners of businesses
acquired in the aggregate amount of approximately $490,000 and ii) write-off of
certain assets deemed to be uncollectable or unrealizable and adjustment of
certain differences in account reconciliations in the aggregate amount of
approximately $1,600,000. The adjustments related to these expenses resulted in
a reduction in income before taxes of approximately $2,100,000. Of these
adjustments, approximately $450,000 (approximately $300,000 after tax) relates
to the three months ended April 30, 1998. Accordingly, the Company will file an
amended Form 10-Q to restate its results of operations for the third quarter of
the fiscal year ended July 31, 1998.
YEAR ENDED JULY 31, 1998 COMPARED TO YEAR ENDED JULY 31, 1997
Sales for the year ended July 31, 1998 increased $75.9 million, or 57.5%,
to $207.7 million from $131.9 million for the year ended July 31, 1997 primarily
due to the Fiscal 1997 Acquisitions and the Fiscal 1998 Acquisitions, as well as
increased sales from the Company's existing operations. Due to a decline in the
conversion rate between the U.S. dollar and the Canadian dollar, the Company's
reported sales for the year ended July 31, 1998 were approximately $2.7 million
less than would have been reported for such period had the conversion rate been
the same as in the year ended July 31, 1997.
Cost of sales for the year ended July 31, 1998 increased $52.1 million, or
59.8%, to $139.3 million from $87.2 million for the year ended July 31, 1997,
primarily due to the Fiscal 1997 Acquisitions and the Fiscal 1998 Acquisitions.
As a percentage of sales, such costs increased to 67.1% from 66.1%. This
increase reflects the generally lower gross profit associated with certain
services, specifically outsourcing or fleet management services and scheduled
distribution services. Due in part to the Company's acquisition of the Nydex
Companies in October 1997, these lower gross margin services comprised an
increased proportion of the Company's business in the year ended July 31, 1998
relative to the year ended July 31, 1997.
Selling, general and administrative expenses for the year ended July 31,
1998 increased $18.7 million, or 56.1%, to $52.0 million from $33.3 million for
the year ended July 31, 1997, primarily reflecting the expenses of the acquired
operations and increased spending for marketing, technology and administrative
support. As a percentage of sales, selling, general and administrative expenses
decreased to 25.0% from 25.3% which reflects the spreading of certain fixed
costs over a larger revenue base, as well as the generally lower administrative
costs required for outsourcing and scheduled distribution services. Selling,
general and administrative expenses for the year ended July 31, 1998 include
approximately $0.5 million in payments to former owners of acquired businesses
pursuant to settlement of employment agreements. In addition, selling, general
and administrative expenses for the year ended July 31, 1998 include charges of
approximately $1.6 million related to the write-
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20
off of certain assets deemed to be uncollectible or unrealizable and adjustment
of certain differences in account reconciliations.
Depreciation and amortization for the year ended July 31, 1998 increased
$3.3 million, or 95.1%, to $6.7 million from $3.4 million in the year ended July
31, 1997 and, as a percentage of sales, increased to 3.2% from 2.6%. These
increases primarily resulted from depreciation and amortization of assets
acquired in the Fiscal 1997 Acquisitions and the Fiscal 1998 Acquisitions.
Interest expense for the year ended July 31, 1998 increased $2.6 million,
or 163.9%, to $4.2 million from $1.6 million for the year ended July 31, 1997
primarily as a result of the additional borrowings required to finance the
Fiscal 1997 Acquisitions and the Fiscal 1998 Acquisitions.
FISCAL YEAR ENDED JULY 31, 1997 COMPARED TO FISCAL YEAR ENDED JULY 31, 1996
The fiscal year ended July 31, 1997 includes the results of the operations
acquired from Mayne Nickless for the entire period as compared to the fiscal
year ended July 31, 1996 which includes such results only from December 29,
1995, the date of the Mayne Nickless acquisition. 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 Fiscal 1997 Acquisitions
are included from the date each such acquisition was completed. See "Business --
Recent Acquisitions."
Sales for the fiscal year ended July 31, 1997 increased $60.1 million, or
83.6%, to $131.9 million from $71.8 million for the fiscal year ended July 31,
1996. This increase resulted from the full year effect of the Mayne Nickless
operations, the IPO Acquisitions and the effect of the Fiscal 1997 Acquisitions
as well as increased sales from existing operations. The increase in sales from
existing operations was in spite of a decline of approximately $1.6 million in
sales from certain unprofitable businesses in Western Canada and Arizona which
were terminated at the Company's election during the fiscal year ended July 31,
1996.
Cost of sales for the fiscal year ended July 31, 1997 increased $37.2
million, or 74.3%, to $87.2 million from $50.0 million for the fiscal year ended
July 31, 1996. This increase was 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 fiscal year ended July 31, 1997 as compared to 69.7% for the
previous year. This decline and the corresponding increase in gross profit
margin resulted from a higher proportion of on-demand services (which have a
higher gross profit margin) provided by the businesses acquired. In addition,
the termination of certain unprofitable business as discussed above resulted in
a higher overall gross profit.
Selling, general and administrative expenses for the fiscal year ended July
31, 1997 increased $15.8 million, or 89.9%, to $33.3 million from $17.5 million
for the fiscal year ended July 31, 1996. As a percent of sales, such costs
increased to 25.3% for the fiscal year ended July 31, 1997 from 24.4% for the
fiscal year ended July 31, 1996. The increase in absolute costs related
primarily to the acquired operations (including the increased on-demand services
provided thereby), as well as corporate general and administrative costs related
to the Company's new status as a public company.
Depreciation and amortization expense for the fiscal year ended July 31,
1997 increased $1.9 million, or 122.1%, to $3.4 million from $1.5 million for
the fiscal year ended July 31, 1996. This increase related 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
Fiscal 1997 Acquisitions.
Interest expense for the fiscal year ended July 31, 1997 decreased $55,000,
or 3.3%, to $1.6 million from $1.7 million for the fiscal year ended July 31,
1996. The decrease resulted primarily from lower average borrowings and, to a
lesser extent, lower average interest rates during the fiscal year ended July
31, 1997. In August 1996, the Company retired approximately $13.6 million of
outstanding debt with from the proceeds of its IPO. During the fiscal year ended
July 31, 1997, the Company borrowed additional amounts under the Company's
revolving credit facility (the "Credit Facility") to fund the cash portion of
the purchase price of certain of the Fiscal 1997 Acquisitions.
19
21
LIQUIDITY AND CAPITAL RESOURCES.
The Company's capital needs arise primarily from its acquisition program
and, to a lesser extent, its capital expenditures and working capital needs.
During the fiscal year ended July 31, 1997, the Company completed 16
acquisitions for aggregate consideration of approximately $42.7 million. Of this
aggregate consideration, approximately $10.6 million was paid by the issuance of
approximately 1,265,000 shares of the Company's common stock to the sellers of
the acquired businesses, approximately $700,000 was paid with promissory notes
issued by the Company to the sellers and approximately $31.3 million was paid in
cash. In August 1996, the Company completed its IPO and received net proceeds of
approximately $21.4 million. Of these proceeds, $7.0 million was utilized to pay
the cash portion of the consideration for the IPO Acquisitions and the balance
of $14.4 million was used to retire outstanding debt. The balance of the cash
consideration paid for the acquisitions completed during the fiscal year ended
July 31, 1997 was provided by cash flow from operations and proceeds from the
Credit Facility.
During the year ended July 31, 1998, the Company completed nine
acquisitions for aggregate consideration of approximately $38.8 million,
consisting of $37.7 million in cash and the issuance of approximately 114,000
shares of common stock. The cash portion of the consideration for the
acquisitions consummated after July 31, 1997 was provided by borrowings under
the Credit Facility.
In addition, in connection with certain acquisitions, the Company agreed to
pay the sellers additional consideration if the acquired operations meet certain
performance goals related to their earnings before interest, taxes, depreciation
and amortization, as adjusted for certain factors. The estimated maximum amount
of additional consideration payable, if all performance goals are met, is
approximately $20.1 million, of which $19.2 million is payable in cash and
$900,000 is payable in shares of the Company's common stock (valued at the time
such stock is to be issued). These payments of additional consideration are to
be made on specified dates through October 2000, and generally commence at the
end of the twelve-month period following the completion of the relevant
acquisition. Management intends to fund the cash portion of this additional
consideration with internally generated cash flow and, to the extent necessary,
with borrowings under the Credit Facility. Of the amounts above, the Company
paid $6.5 million in September 1998 to the former owners of Road Runner
Transportation, Inc.
In May 1998, the Company completed a follow-on offering of 2.5 million
shares of common stock. Net proceeds to the Company, after deducting
underwriters discount and offering costs, amounted to approximately $29.8
million, all of which was used to reduce amounts outstanding under the Credit
Facility. In conjunction with the follow-on offering, the Company amended the
Credit Facility to provide for total borrowings of up to $115.0 million, of
which $35.5 million was outstanding as of July 31, 1998. Any amounts outstanding
under the Credit Facility are due May 1, 2001. Interest under the facility is
payable quarterly at the prime rate, or certain other interest rate elections
based on LIBOR plus an applicable margin ranging from 1.25% to 2.00%. The
applicable margin can vary from quarter to quarter based on the ratio of the
Company's funded debt to cash flow, each as defined in the Credit Facility. At
July 31, 1998, the weighted average interest rate for all outstanding borrowings
was approximately 7.23%. See Note 7 of Notes to Consolidated Financial
Statements.
During the fiscal year ended July 31, 1998 and the year ended July 31,
1997, the Company spent approximately $3.3 million and $565,000, respectively,
on capital expenditures, which expenditures related primarily to improvements in
facilities and technology to support the Company's expanding operations.
Management expects the amount of capital expenditures for these purposes in
future years to be comparable to the expenditures made in the year ended July
31, 1998, subject to increases as its operations continue to expand, and that
such amount will remain relatively minor compared to the capital requirements of
the Company's acquisition program. The Company does not have significant capital
expenditure requirements to replace or expand the number of vehicles used in its
operations because substantially all of its drivers are owner-operators who
provide their own vehicles. The Company's expansion of its national marketing
program consists primarily of increased hiring and salary expenditures related
to additional product specialists. These marketing expenditures have not, nor
does management expect that in the future they will have, a significant impact
on the Company's liquidity. See "Business -- Sales and Marketing."
20
22
The Company's cash flow provided by operations for the fiscal year ended
July 31, 1998 and 1997 were approximately $7.0 million and $4.9 million
respectively, consequently, increases in working capital during such period were
completely financed by internally generated cash flow.
The Company has entered into interest rate protection arrangements on a
portion of the borrowings under the Credit Facility. The interest rate on $15.0
million 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 $9.0 million of outstanding debt. These hedging arrangements mature on
August 31, 2000. Amounts outstanding under the Credit Facility are secured by
all of the Company's U.S. assets and 65% of the stock of its Canadian
subsidiary. The Credit Facility 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. Generally, the Company must obtain the lenders' consent to consummate
any acquisition. See Note 7 of Notes to Consolidated Financial Statements and
"Risk Factors -- Acquisition Strategy; Possible Need for Additional Financing."
For the fiscal year ended July 31, 1997, the Company's EBITDA increased to
approximately $11.4 million from approximately $4.2 million for the fiscal year
ended July 31, 1996. For the year ended July 31, 1998, the Company's EBITDA
increased to $16.4 million from $11.4 million for the year ended July 31, 1997.
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. 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
and the Company's working capital as of July 31, 1998 increased to approximately
$18.0 million. 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 cash flow in the Company's existing operations.
Management expects that its capital requirements, other than in connection
with acquisitions, will generally be met from internally generated cash flow.
Management expects to continue to meet the capital requirements of its
acquisition program from the following sources: (i) internally generated cash
flow, (ii) proceeds from borrowings under the Credit Facility, (iii) the
issuance of its common stock to the sellers of acquired businesses and (iv)
other sources of capital. However, the portion of future acquisition costs,
which will be funded with 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. The
Company's access to other sources of capital, such as additional bank borrowings
and the issuance of debt securities, is affected by, among other things, general
market conditions affecting the availability of such capital.
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 acquisitions and the amount of internally generated cash flow.
Should these factors be such that currently available capital resources are
inadequate, 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 terms that the Company does not find attractive, 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.
21
23
YEAR 2000 COMPLIANCE
Currently, there is significant uncertainty among software users regarding
the impact of the year 2000 on installed software. To address this issue, the
Company has formed a year 2000 compliance team to determine the Company's
readiness and to prepare for the year 2000. The Company has determined the
following phases for the year 2000 project, the percentage completed of each
phase and the anticipated completion date for any phases not complete.
ANTICIPATED
PHASE BRIEF DESCRIPTION OF PHASE PERCENT COMPLETE COMPLETION DATE
----- -------------------------- ---------------- -----------------
Awareness Generate awareness of year 100%
2000 problem throughout the
organization.
Inventory Create a list of all 100%
relevant items to be
included in the project.
Assessment Prioritize the inventory and 100%
determine the scope of the
remediation and testing
effort.
Conversion Make all necessary changes 90% November 15, 1998
to the inventory items to
attain compliance.
Testing Verify through a structured 85% December 1, 1998
testing process that all
inventory is compliant.
Implementation Deploy the inventory items 80% December 31, 1998
back into production after
testing is complete.
The Company anticipates spending approximately $450,000 to address the year 2000
problem in certain of the Company's databases, order entry software and certain
telephone systems used in dispatch. As the testing and implementation phases
near completion, the need to develop contingency plans for any unresolved issues
will be considered.
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
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income." SFAS No. 130 is effective for fiscal years beginning
after December 15, 1997 and requires the Company to report all changes in
stockholders' accounts other than transactions directly with stockholders.
Comprehensive income for the Company will include net income and unrealized
foreign currency translation adjustments.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." SFAS No. 131 is effective for fiscal
years beginning after December 15, 1997 and supersedes SFAS No. 14. This
standard defines what constitutes a segment and what must be disclosed. The
Company is currently evaluating the disclosure impact of SFAS No. 131.
In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pension and Other Postretirement Benefits." SFAS No. 132 is effective for
fiscal years beginning after December 15, 1997 and is not expected to have a
material impact on the disclosures of the Company.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 is effective for fiscal years
beginning after June 15, 1999 and defines a derivative
22
24
and establishes common accounting principles for all types of instruments. The
Company is currently evaluating the impact of SFAS No. 133.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
FOREIGN EXCHANGE EXPOSURE
Significant portions 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.
INTEREST RATE EXPOSURE
The Company has entered into interest rate protection agreements on a
portion of the borrowing under its revolving credit facility. Through an
interest rate swap, 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 6.50%, plus applicable margin, has been placed on $9 million of outstanding
debt. Both of these hedging agreements have three-year terms and expire on
August 31, 2000. The Company does not hold or issue derivative financial
instruments for speculative or trading purposes.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 14(a).
ITEM 9. CHANGES IN 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 1998 Annual Meeting of Stockholders is incorporated herein by
reference.
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 1998 Annual Meeting of Stockholders is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the caption "Beneficial Ownership of Common
Stock" in the Company's definitive proxy statement to be filed in connection
with the 1998 Annual Meeting of Stockholders 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 1998
Annual Meeting of Stockholders is incorporated herein by reference.
23
25
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
Reference is made to the listing of page F-1 of all financial statements
and schedule filed as a part of this report.
(a) (2) Financial Statement Schedules
The information required by this item is included in the consolidated
financial statements or is omitted because the schedules are not applicable to
the Company.
(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
There were no reports on Form 8-K filed during the fourth quarter.
24
26
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, Executive Vice
President
Dated: November 5, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below be the following persons of the registrant and in
the capacities indicated on November 5, 1998.
NAME TITLE
---- -----
/s/ RICHARD K. MCCLELLAND Chairman of the Board, Chief Executive Officer,
- ----------------------------------------------------- President and Director (Principal Executive Officer)
Richard K. McClelland
/s/ ROBERT P. CAPPS Executive Vice President, Chief Financial Officer and
- ----------------------------------------------------- Secretary (Principal Financial Officer)
Robert P. Capps
/s/ JOHN J. WELLIK Vice President, Controller and Assistant Secretary
- ----------------------------------------------------- (Principal Accounting Officer)
John J. Wellik
/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
25
27
INDEX TO FINANCIAL STATEMENTS
PAGE
----
DYNAMEX INC. AND SUBSIDIARIES
Independent Auditors' Report F-2
Consolidated Balance Sheets, July 31, 1998 and 1997 F-3
Consolidated Statements of Income for each of the years
in the three-year period ended July 31, 1998 F-4
Consolidated Statements of Stockholders' Equity for
each of years in the three-year period ended July 31,
1998 F-5
Consolidated Statements of Cash Flows for each of the
years in the three-year period ended July 31, 1998 F-6
Notes to the Consolidated Financial Statements F-7
F-1
28
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, 1998 and 1997 and the related consolidated
statements of income, stockholders' equity and cash flows for each of the three
years in the period ended July 31, 1998. 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, 1998 and 1997 and the results of their operations and their cash flows
for each of the three years in the period ended July 31, 1998 in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Dallas, Texas
November 4, 1998
F-2
29
DYNAMEX INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 31, 1998 AND 1997
(IN THOUSANDS EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------
1998 1997
-------- -------
ASSETS
CURRENT
Cash and cash equivalents $ 1,361 $ 1,326
Accounts receivable (net of allowance for doubtful
accounts of $967 and $616, respectively) 27,171 20,867
Prepaid and other current assets 5,932 3,301
Deferred income taxes 888 597
- ---------------------------------------------------------------------------------
Total current assets 35,352 26,091
PROPERTY AND EQUIPMENT - net (Note 6) 9,890 5,787
INTANGIBLES - net (Note 5) 81,955 54,036
DEFERRED INCOME TAXES (Note 9) 670 405
OTHER ASSETS 687 1,832
- ---------------------------------------------------------------------------------
Total assets $128,554 $88,151
- ---------------------------------------------------------------------------------
LIABILITIES
CURRENT
Accounts payable trade $ 2,813 $ 1,759
Accrued liabilities
Broker commissions 3,480 2,697
Wages 4,775 1,803
Other (Note 4) 5,480 4,696
Income taxes payable (Note 9) - 2,968
Current portion of long-term debt (Note 7) 777 740
- ---------------------------------------------------------------------------------
Total current liabilities 17,325 14,663
LONG-TERM DEBT (Note 7) 36,287 32,388
- ---------------------------------------------------------------------------------
Total liabilities 53,612 47,051
- ---------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS' EQUITY
Preferred stock; $0.01 par value, 10,000 shares
authorized; none outstanding - -
Common stock; $0.01 par value, 50,000 shares authorized;
10,069 and 7,338 shares outstanding, respectively 101 73
Receivable from stockholder (Note 11) (204) -
Additional paid-in capital 72,307 40,967
Retained earnings 3,628 250
Unrealized foreign currency translation adjustment (890) (190)
- ---------------------------------------------------------------------------------
Total stockholders' equity 74,942 41,100
- ---------------------------------------------------------------------------------
Total liabilities and stockholders' equity $128,554 $88,151
- ---------------------------------------------------------------------------------
See accompanying notes to the consolidated financial statements.
F-3
30
DYNAMEX INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED JULY 31, 1998, 1997 AND 1996
(IN THOUSANDS EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------
1998 1997 1996
-------- -------- -------
SALES $207,746 $131,867 $71,812
COST OF SALES 139,317 87,193 50,018
- -------------------------------------------------------------------------------------------
GROSS PROFIT 68,429 44,674 21,794
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 51,997 33,318 17,545
DEPRECIATION AND AMORTIZATION 6,679 3,424 1,542
- -------------------------------------------------------------------------------------------
OPERATING INCOME 9,753 7,932 2,707
INTEREST EXPENSE 4,223 1,600 1,655
- -------------------------------------------------------------------------------------------
INCOME BEFORE TAXES 5,530 6,332 1,052
INCOME TAXES (Note 9) 2,152 2,485 176
- -------------------------------------------------------------------------------------------
INCOME BEFORE EXTRAORDINARY ITEM 3,378 3,847 876
EXTRAORDINARY LOSS ON EARLY RETIREMENT OF DEBT (net of
income tax benefit of $222) (Note 7) - 335 -
- -------------------------------------------------------------------------------------------
NET INCOME $ 3,378 $ 3,512 $ 876
- -------------------------------------------------------------------------------------------
Earnings per common share - basic:
Income before extraordinary item $ 0.43 $ 0.58 $ 0.34
Extraordinary loss - (0.05) -
- -------------------------------------------------------------------------------------------
Net income $ 0.43 $ 0.53 $ 0.34
- -------------------------------------------------------------------------------------------
Earnings per common share - assuming dilution:
Income before extraordinary item $ 0.42 $ 0.56 $ 0.23
Extraordinary loss - (0.05) -
- -------------------------------------------------------------------------------------------
Net income $ 0.42 $ 0.51 $ 0.23
- -------------------------------------------------------------------------------------------
Weighted average shares:
Common shares outstanding 7,937 6,670 2,543
Adjusted common shares - assuming exercise of stock
warrants and options 8,136 6,839 3,732
- -------------------------------------------------------------------------------------------
See accompanying notes to the consolidated financial statements
F-4
31
DYNAMEX INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED JULY 31, 1998, 1997 AND 1996
(IN THOUSANDS)
- --------------------------------------------------------------------------------
Receivable Additional
from Paid-in
Common Stock Stockholder Warrants Capital
----------------- ----------- -------- ----------
Shares Amount
------ ----
BALANCE AT JULY 31, 1995 2,543 $ 25 $ - $ - $ 8,756
Sale of stock warrants - - - 624 -
Unrealized foreign currency translation
adjustment - - - - -
Net income - - - - -
- ---------------------------------------------------------------------------------------------------------------------
BALANCE AT JULY 31, 1996 2,543 25 - 624 8,756
Sale of common stock in connection with IPO 2,990 30 - - 20,946
Issuance of common stock in connection with IPO
acquisitions 174 2 - - 1,386
Issuance of common stock on exercise of stock
warrants 540 5 - (624) 633
Issuance of common stock in connection with
acquisitions 1,091 11 - - 9,246
Unrealized foreign currency translation
adjustment - - - - -
Net income - - - - -
- ---------------------------------------------------------------------------------------------------------------------
BALANCE AT JULY 31, 1997 7,338 73 - - 40,967
Sale of common stock in connection with
follow-on offering 2,500 25 - - 29,780
Issuance of common stock in connection with
acquisitions 114 1 - - 1,133
Issuance of common stock on exercise of stock
options 117 2 (204) - 427
Unrealized foreign currency translation
adjustment - - - - -
Net income - - - - -
- ---------------------------------------------------------------------------------------------------------------------
BALANCE AT JULY 31, 1998 10,069 $101 $(204) $ - $72,307
- ---------------------------------------------------------------------------------------------------------------------
Unrealized
Retained Foreign
Earnings Currency
(Accumulated Translation
Deficit) Adjustment Total
------------ ----------- -------
BALANCE AT JULY 31, 1995 $(4,138) $ 7 $ 4,650
Sale of stock warrants - - 624
Unrealized foreign currency translation
adjustment - 8 8
Net income 876 - 876
- ----------------------------------------------------------------------------------------------------
BALANCE AT JULY 31, 1996 (3,262) 15 6,158
Sale of common stock in connection with IPO - - 20,976
Issuance of common stock in connection with IPO
acquisitions - - 1,388
Issuance of common stock on exercise of stock
warrants - - 14
Issuance of common stock in connection with
acquisitions - - 9,257
Unrealized foreign currency translation
adjustment - (205) (205)
Net income 3,512 - 3,512
- -------------------------------------------------------------------------------------------------------------
BALANCE AT JULY 31, 1997 250 (190) 41,100
Sale of common stock in connection with
follow-on offering - - 29,805
Issuance of common stock in connection with
acquisitions - - 1,134
Issuance of common stock on exercise of stock
options - - 225
Unrealized foreign currency translation
adjustment - (700) (700)
Net income 3,378 - 3,378
- ---------------------------------------------------------------------------------------------------------------------
BALANCE AT JULY 31, 1998 $ 3,628 $(890) $74,942
- ---------------------------------------------------------------------------------------------------------------------
See accompanying notes to the consolidated financial statements
F-5
32
DYNAMEX INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JULY 31, 1998, 1997 AND 1996
(IN THOUSANDS)
- --------------------------------------------------------------------------------
1998 1997 1996
-------- -------- --------
OPERATING ACTIVITIES
Net income $ 3,378 $ 3,512 $ 876
Adjustment to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 6,679 3,424 1,542
Extraordinary loss on early retirement of debt - 557 -
Deferred income taxes (68) (1,002) -
Changes in assets and liabilities:
Accounts receivable (776) (3,879) (627)
Prepaids and other current assets (913) (2,064) (341)
Accounts payable and accrued liabilities (1,347) 4,378 930
- ----------------------------------------------------------------------------------------------
Net cash provided by operating activities 6,953 4,926 2,380
- ----------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Payments for acquisitions (37,670) (31,331) (12,613)
Purchase of property and equipment (3,318) (565) (579)
- ----------------------------------------------------------------------------------------------
Net cash used in investing activities (40,988) (31,896) (13,192)
- ----------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Principal payments on long term debt (740) (9,820) (5,064)
Net borrowings under line of credit 3,899 - (2,686)
Proceeds from issuance of long term debt 55 18,160 20,470
Proceeds from issuance of stock warrants - - 624
Net proceeds from sale of common stock 30,030 20,976 -
Other assets and deferred financing fees 826 (1,914) (2,144)
- ----------------------------------------------------------------------------------------------
Net cash provided by financing activities 34,070 27,402 11,200
- ----------------------------------------------------------------------------------------------
NET INCREASE IN CASH 35 432 388
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 1,326 894 506
- ----------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 1,361 $ 1,326 $ 894
- ----------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
Cash paid for interest $ 3,557 $ 1,261 $ 1,114
Cash paid for taxes 5,773 500 109
- ----------------------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
Assets acquired, liabilities assumed and consideration
paid for acquisitions were as follows:
Fair value of net assets acquired $ 38,804 $ 42,676 $ 12,613
Issuance of notes payable - (700) -
Issuance of common stock (1,134) (10,645) -
- ----------------------------------------------------------------------------------------------
$ 37,670 $ 31,331 $ 12,613
- ----------------------------------------------------------------------------------------------
See accompanying notes to the consolidated financial statements
F-6
33
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 Dedicated Fleet
Services, Inc., Dynamex Canada Inc. (formerly Parcelway Courier Systems
Canada Ltd.), Alpine Enterprises Ltd., Road Runner Transportation, Inc.,
New York Document Exchange Corp., Cannonball, Inc., and USC Management
Systems, 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 provisions of Statement of Financial Accounting Standards
("SFAS") No. 52, "Foreign Currency Translation," 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, net of tax.
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 3-7 years
Furniture 5 years
Vehicles 7-12 years
Other 4 years
Intangibles arise from acquisitions accounted for as purchased business
combinations and include goodwill, covenants not-to-compete and other
identifiable intangibles. Goodwill represents the excess purchase price
over all tangible and identifiable intangible net assets acquired.
Intangibles are being amortized over periods from 5 to 25 years. The
Company reviews the value assigned to intangibles to determine if they have
been impaired by adverse conditions affecting the Company. Management is of
the opinion that there has been no diminution in the values assigned.
Covenants not-to-compete, trademarks and other identifiable intangibles are
being amortized over their estimated effective lives, generally five years.
Total amortization expense was $4,032,000, $2,325,000 and $944,000 for the
years ended July 31, 1998, 1997 and 1996, respectively.
Other assets consist of financing fees incurred. These costs are being
amortized on a straight-line basis, which approximates the interest method,
over the term of the related financing, approximately three years.
Revenue recognition - Revenue and direct expenses are recognized when
services are rendered to customers.
F-7
34
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Cash and cash equivalents - The Company considers all highly liquid
investments with an original maturity of three months or less to be cash
equivalents.
Financial instruments - Carrying values of cash and cash equivalents,
accounts receivable, accounts payable trade and current portion of
long-term debt approximate fair value due to the short-term maturities of
these assets and liabilities. Long-term debt consists primarily of variable
rate borrowings under the bank credit agreement. The carrying value of
these borrowings approximates fair value.
The Company utilizes derivative financial instruments, including interest
rate swaps and caps, to reduce interest rate fluctuation risk. Amounts paid
or received by the Company under these agreements are recorded as an
adjustment to interest expense as realized or over the term of the related
instrument, as appropriate. Fair value of these instruments is determined
based on estimated settlement costs using current interest rates. The
Company does not hold or issue derivative financial instruments for
speculative or trading purposes. In the event that a derivative financial
instrument were terminated prior to its contractual maturity, it is the
Company's policy to recognize the resulting gain or loss over the shorter
of the remaining original contract life of the derivative financial
instrument or the remaining term of the underlying hedged debt agreement.
Stock-based compensation - In October 1995, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 123, "Accounting for Stock-Based
Compensation." SFAS No. 123 allows the Company to choose whether to account
for stock-based compensation under the method prescribed in Accounting
Principal Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to
Employees," and disclose the effects of using the fair value method
described in SFAS No. 123 in the financial statements or use the fair value
method described in SFAS No. 123. The Company has elected to continue to
account for stock-based compensation under APB 25 and provide the required
disclosure of SFAS 123.
Earnings per share - Basic earnings per share is computed as the quotient
of net income divided by the weighted average actual number of outstanding
shares of common stock at the end of a year. Diluted earnings per share is
computed as the quotient of net income divided by the number of outstanding
shares of common stock as adjusted for common stock options. In accordance
with SFAS No. 128, "Earnings Per Share," all periods presented in the
financial statements have been restated to adopt to this earnings per share
presentation. Outstanding stock options and warrants issued by the Company
represent the only dilutive effect reflected in diluted weighted average
shares.
Reclassifications - Certain amounts in the 1996 and 1997 consolidated
financial statements, none of which have an effect on net income, have been
reclassified to conform to the presentation in the 1998 consolidated
financial statements.
Stock split - On June 3, 1996, the Company declared a 4 for 1 stock split.
The effect of such stock split has been retroactively reflected in the
accompanying financial statements.
New accounting pronouncements - In June 1997, the FASB issued SFAS No. 130,
"Reporting Comprehensive Income." SFAS No. 130 is effective for fiscal
years beginning after December 15, 1997 and requires the Company to report
all changes in stockholders' accounts other than transactions directly with
stockholders. Comprehensive income for the Company will include net income
and unrealized foreign currency translation adjustments.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an enterprise and Related Information". SFAS No. 131 is effective for
fiscal years beginning after December 15, 1997 and
F-8
35
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
supersedes SFAS No. 14. This standard defines what constitutes a segment
and what must be disclosed. The Company is currently evaluating the
disclosure impact of SFAS No. 131.
In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pension and Other Postretirement Benefits". SFAS No. 132 is effective
for fiscal years beginning after December 15, 1997 and is not expected to
have a material impact on the disclosures of the Company.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 is effective for fiscal
years beginning after June 15, 1999 and defines a derivative and
establishes common accounting principles for all types of instruments. The
Company is currently evaluating the impact of SFAS No. 133.
2. FOLLOW-ON PUBLIC OFFERING OF COMMON STOCK
In May 1998, the Company completed a follow-on offering of 2,500,000 shares
of common stock. Net proceeds to the Company, after deducting underwriters
discount and offering costs, amounted to approximately $29.8 million, all
of which was used to reduce amounts outstanding under the Credit Facility.
3. ACQUISITIONS
During the fiscal year ended July 31, 1998, the Company acquired nine
same-day delivery businesses in eight U.S. cities and one Canadian city.
The aggregate consideration for these acquisitions includes approximately
$37.7 million in cash and the issuance of approximately 114,000 shares of
common stock.
During the period from September 1, 1996 to July 31, 1997, the Company
acquired eleven same-day delivery businesses in six U.S. and two Canadian
cities. The aggregate consideration for these acquisitions includes
approximately $22.9 million in cash and the issuance by the Company of
approximately $700,000 in promissory notes and approximately 1,091,000
shares of common stock.
In August 1996, the Company acquired five same-day delivery businesses in
three U.S. and two Canadian cities. The aggregate consideration for these
acquisitions includes approximately $8.4 million in cash and the issuance
of approximately 174,000 shares of common stock.
In connection with certain acquisitions, the Company agreed to pay the
sellers additional consideration if the acquired operations meet certain
performance goals. The estimated maximum amount of additional consideration
payable, if all performance goals are met, is approximately $20.1 million,
of which $19.2 million is payable in cash and $900,000 is payable in shares
of the Company's common stock. These payments of additional consideration,
if required, are to be made on specified dates through October 2000, and
generally commence at the end of the twelve-month period following the
completion of the relevant acquisition. Of the amounts above, the Company
paid $6.5 million in September 1998 to the former owners of Road Runner
Transportation, Inc.
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 years
ended July 31, 1998 and 1997, are presented as if the acquisitions had
occurred on August 1, 1996.
F-9
36
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
3. ACQUISITIONS (CONTINUED)
Years ended July 31,
----------------------
1998 1997
--------- ---------
Pro Forma Pro Forma
--------- ---------
(Unaudited)
(in thousands except
per share amounts)
Sales $230,838 $193,288
------------------------------------------------------------------------------------
Income before extraordinary item $ 4,639 $ 4,538
Net income $ 4,639 $ 4,203
------------------------------------------------------------------------------------
Per share -- assuming dilution:
Income before extraordinary item $ 0.45 $ 0.60
Net income $ 0.45 $ 0.55
------------------------------------------------------------------------------------
The unaudited pro forma results of operations are not necessarily
indicative of what the actual results of operations of the Company would
have been had the acquisition occurred at the beginning of the periods
presented, nor do they purport to be indicative of the future results of
operations of the Company.
The Company has recorded the net assets acquired as shown below (in
thousands):
July 31,
------------------
1998 1997
------- -------
Accounts receivable $ 5,872 $ 5,847
Property and equipment 3,527 2,757
Other assets 1,021 381
Intangibles 31,951 38,498
Liabilities assumed (3,567) (4,807)
--------------------------------------------------------------------------------
Net assets acquired $38,804 $42,676
--------------------------------------------------------------------------------
For certain of the acquisitions completed during the fiscal year ended July
31, 1998, the allocation of the purchase consideration to net assets
acquired is preliminary as of July 31, 1998 and will be finalized as
additional information becomes available regarding the fair value of assets
acquired and liabilities assumed.
Consideration for these transactions consisted of the following (in
thousands):
July 31,
------------------
1998 1997
------- -------
Cash $37,670 $31,331
Issuance of common stock 1,134 10,645
Issuance of notes payable - 700
--------------------------------------------------------------------------------
Total consideration $38,804 $42,676
--------------------------------------------------------------------------------
F-10
37
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
4. SALE OF ASSETS
In July 1998 the Company sold its Canadian Strategic Stocking business for
cash of approximately $670,000 and a note in the amount of $670,000. The
note is payable in installments of $134,000 on January 31, 1999; $100,000
on July 31, 1999; and $436,000 contingently payable from 10% of the annual
revenues in excess of a specified base level over a five year period from
the business sold. In connection with the sale, the Company entered into a
services agreement with the purchaser whereby the Company will provide
transportation, warehouse and inventory management and related services
over a five year period. In addition the Company has agreed to reimburse
the purchaser, during the term of the services agreement, for certain
promotional and employee-related compensation related to the business and
the services provided by the Company. These costs are estimated to amount
to approximately $150,000 annually. The cash and noncontingent portion of
the note in excess of the basis of the net assets of the Canadian Strategic
Stocking business, received upon closing the transaction which amounts to
approximately $900,000, has been deferred and is included in accrued
liabilities at July 31, 1998. This deferred revenue will be recognized over
future periods as services are provided under the services agreement.
5. INTANGIBLES
Intangibles from the Company's various acquisitions consist of the
following (in thousands):
July 31,
-----------------
1998 1997
------- -------
Goodwill $84,044 $52,422
Identifiable intangibles 5,677 5,348
-------------------------------------------------------------------------------
89,721 57,770
Less accumulated amortization (7,766) (3,734)
-------------------------------------------------------------------------------
Intangibles -- net $81,955 $54,036
-------------------------------------------------------------------------------
6. PROPERTY AND EQUIPMENT
Property and equipment consists of the following (in thousands):
July 31,
----------------
1998 1997
------- ------
Equipment $12,168 $7,625
Furniture 1,389 1,172
Vehicles 1,526 2,005
Other 3,009 1,838
------------------------------------------------------------------------------
18,092 12,640
Less accumulated deprecation (8,202) (6,853)
------------------------------------------------------------------------------
Property and equipment -- net $ 9,890 $5,787
------------------------------------------------------------------------------
F-11
38
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
7. LONG-TERM DEBT
July 31,
-----------------
1998 1997
------- -------
Bank credit agreement (a) $35,520 $31,535
Seller financing notes and other (b) 455 844
Capital lease obligations (Note 8) 1,089 749
-------------------------------------------------------------------------------
37,064 33,128
Less current portion (777) (740)
-------------------------------------------------------------------------------
Long-term debt $36,287 $32,388
-------------------------------------------------------------------------------
a) Bank Credit Agreement
On May 5, 1998, the Company amended and restated its bank credit agreement.
Under the terms of the restated agreement, the Company may borrow up to
$115.0 million (formerly $75.0 million) on a revolving basis through May 1,
2001, 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 margins range from 1.25% to 2.00% and are 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
0.25% of any unused amounts of the total commitment. At July 31, 1998 the
weighted average interest rate for then outstanding borrowings under the
credit agreement was 7.23%.
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. 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. Through an
interest rate swap, the interest rate on $15.0 million 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
$9.0 million of outstanding debt. Both of these hedging agreements have
three-year terms and expire on August 31, 2000. The total cost of these
agreements was approximately $65,000 and is being amortized to interest
expense over the term of the agreements. The counter party to these
agreements is a major financial institution with which the Company also has
other financial relationships. The Company believes that the risk of loss
due to nonperformance by the counter party to these agreements is remote
and, in any event, the amount of such loss would be immaterial to the
Company's results of operations.
At July 31, 1998, the Company had unpaid settlements of approximately
$14,000 related to the interest rate swap. The fair value of this agreement
at July 31, 1998 and 1997 was a liability of approximately $170,000 and
$220,000, respectively.
b) 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 the prime interest rate.
F-12
39
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
7. LONG-TERM DEBT (CONTINUED)
c) 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 entities which were stockholders of the Company at the time. The
Debentures were subordinated to all other debt for borrowed money and were
recorded at their estimated fair value as of the date of issue of
$3,876,000. Interest was payable semi-annually and accrued at 12% through
December 28, 1996 and at 18% thereafter.
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).
Scheduled principal payments in each of the next five years and thereafter
on long-term debt and capital lease obligations are as follows (in
thousands):
1999 $ 777
2000 367
2001 35,737
2002 69
2003 8
Thereafter 106
- ------------------------------------------------------------
$37,064
- ------------------------------------------------------------
8. COMMITMENTS AND CONTINGENCIES
The Company leases certain equipment under properties and non-cancelable
lease agreements, which expire at various dates.
At July 31, 1998, minimum annual lease payments for such leases are as
follows (in thousands):
Capital Operating
Leases Leases
------- ---------
1999 $ 533 $ 3,781
2000 288 3,134
2001 212 2,583
2002 92 1,812
2003 12 989
THEREAFTER 160 --
---------------------------------------------------------------------------------
1,297 $12,299
LESS AMOUNT REPRESENTING INTEREST (208)
---------------------------------------------------------------------
NET PRESENT VALUE OF FUTURE MINIMUM LEASE PAYMENTS $1,089
---------------------------------------------------------------------
Rent expense related to the operating leases amounted to approximately
$5,058,000, $2,987,000, and $1,711,000 for the years ended July 31, 1998,
1997 and 1996, respectively.
In November 1998 the Company became aware of a potential class action claim
by stockholders. At this time management is unable to determine the likely
outcome of this matter or the amount of any potential liability related to
the claim.
F-13
40
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
8. COMMITMENTS AND CONTINGENCIES (CONTINUED)
In addition to the above matter, the Company becomes involved in various
legal matters from time to time, 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.
9. INCOME TAXES
The Company accounts for income taxes using the provisions of SFAS No. 109
"Accounting for Income Taxes," which requires an asset and liability
approach for financial accounting and reporting for income taxes.
The differences in income tax provided and the amounts determined by
applying the statutory rate to income before income taxes result from the
following (in thousands):
Years ended July 31,
------------------------
1998 1997 1996
------ ------ ------
Canadian Federal and provincial tax rate 44% 44% 45%
United States federal rate 34% 34% 34%
--------------------------------------------------------------------------------------
Federal income tax based on U.S. statutory rate $1,880 $1,964 $ 358
Add (deduct) the effect of:
Canadian rate differential 382 323 133
State income taxes -- net 35 436 (28)
Release of valuation allowance (442) (476) (470)
Non-deductible expenses and other -- net 297 238 183
--------------------------------------------------------------------------------------
$2,152 $2,485 $ 176
--------------------------------------------------------------------------------------
Income before income taxes consisted of the following (in thousands):
Canada $3,826 $3,031 $1,224
U.S. 1,704 3,301 (173)
--------------------------------------------------------------------------------------
$5,530 $6,332 $1,052
--------------------------------------------------------------------------------------
Income tax expense consisted of the following (in thousands):
Current tax expense:
Canada $ 2,597 $ 1,471 $ --
U.S. (1,075) 2,016 --
--------------------------------------------------------------------------------------
Total current tax expense $ 1,522 $ 3,487 $ --
--------------------------------------------------------------------------------------
Deferred tax expense (benefit):
Canada $ (191) $ (217) $176
U.S. 821 (785) --
--------------------------------------------------------------------------------------
Total deferred tax expense (benefit) $ 630 $(1,002) $176
--------------------------------------------------------------------------------------
The Company has a net operating loss carryforward of approximately $222,000
expiring in the year 2009. This carryforward is available to offset future
U.S. federal taxable income.
F-14
41
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
9. INCOME TAXES (CONTINUED)
Differences between financial accounting principles and tax laws cause
differences between the bases of certain assets and liabilities for
financial reporting purposes and tax purposes. The tax effects of these
differences, to the extent they are temporary, are recorded as deferred tax
assets and liabilities under SFAS 109 and consisted of the following
components (in thousands):
July 31,
---------------
1998 1997
------ ------
Deferred tax assets:
Allowance for doubtful accounts $ 297 $ 206
Fixed assets -- 405
Accrued vacation 117 112
Accrued expenses and liabilities 875 278
Unrealized translation losses 699 --
Other 178 1
-----------------------------------------------------------------------------
Total deferred tax assets 2,166 1,002
-----------------------------------------------------------------------------
Deferred tax liabilities:
Prepaid expenses (401) --
Fixed assets (207) --
-----------------------------------------------------------------------------
Total deferred tax liabilities (608) --
-----------------------------------------------------------------------------
Net deferred tax asset $1,558 $1,002
-----------------------------------------------------------------------------
The Company establishes valuation allowances in accordance with the
provisions of SFAS No. 109. The Company continually reviews the adequacy of
the valuation allowance and releases the allowance when it is determined
that it is more likely than not that the benefits will be realized.
In 1998, the company reduced the valuation allowance applied against the
foreign tax credit carryforwards by $442,000 based upon application of tax
planning strategies. There is no valuation allowance at July 31, 1998.
The Company has recorded a net deferred tax asset, for basis differences
related to a Canadian exchange rate differential in the amount of $699,000
at July 31, 1998. The tax effects of these basis differences are credited
directly to the unrealized foreign currency translation adjustment.
In connection with acquisitions of same-day delivery businesses, the
Company recorded deferred tax assets and liabilities for differences
between the assigned values and the tax bases of the assets acquired and
liabilities assumed. Net deferred tax assets recorded in connection with
such acquisitions were $263,000 and $226,000 for the years ended July 31,
1998 and 1997, respectively.
F-15
42
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
10. FOREIGN OPERATIONS
The Company conducts all of its operations in the United States and Canada.
Amounts included in the consolidated financial statements applicable to
Canada were as follows (in thousands):
1998 1997 1996
------- ------- -------
Years ended July 31:
Revenues $76,122 $68,690 $52,249
Operating income 4,873 4,019 2,055
As of July 31:
Identifiable assets 19,480 23,059 17,274
11. RELATED PARTY TRANSACTIONS
A firm related to a member of the Company's board of directors has provided
investment banking services to the Company. Amounts paid by the Company for
such services during the years ended July 31, 1998, 1997 and 1996 amounted
to $458,000, $367,000 and $235,000, respectively. The Company leases
facilities from an officer and from a member of the Company's board of
directors. During the years ended July 31, 1998, and 1997, the Company paid
$256,000 and $178,000, respectively, in rent to these parties in aggregate.
The Company has loaned to one of its officers $204,000 in connection with
the exercise of certain stock options at the time of the follow-on public
offering. The principal amount of this loan is due in eight quarterly
installments of $25,500 plus accrued interest which accrues on the
aggregate unpaid amount at the prime rate published by the Company's
primary lenders.
12. STOCKHOLDERS' EQUITY
On May 19, 1998, the Company completed a follow-on offering of 2,500,000
shares of common stock.
On August 16, 1996, the Company completed an initial public offering of
2,600,000 shares of common stock. On September 10, 1996, the underwriters
exercised their over-allotment option to purchase an additional 390,000
shares of common stock.
On June 3, 1996, the Company restated its certificate 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 par 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.
On December 20, 1995, the Company restated its certificate of incorporation
to change its name from Parcelway Systems Holding Corp. to Dynamex Inc. The
certificate of incorporation was 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 par value preferred stock.
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
F-16
43
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
12. STOCKHOLDERS' EQUITY (CONTINUED)
Preferred Stock, at a price of $45.00 per one one-hundredth of a share of
Series A Preferred Stock, subject to possible adjustment.
13. STOCK OPTION PLAN
Effective June 5, 1996, the Company's stockholders approved the Amended and
Restated 1996 Stock Option Plan (the "Option Plan"). The Option Plan has
been subsequently amended to increase the maximum aggregate amount of
common stock with respect to which options may be granted is 1,000,000. 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. Generally, the
options vest and become exercisable ratably over a five-year period,
commencing one year after the grant date.
The Company applies APB Opinion No. 25 and related interpretations in
accounting for its stock options and, accordingly, no compensation cost has
been recognized for stock options in the financial statements. Had the
Company determined compensation cost based on the fair value at the grant
date for its stock options consistent with the method set forth under SFAS
No. 123, the Company's net earnings would have been reduced to the pro
forma amounts indicated below:
Years ended
July 31,
----------------
1998 1997
------ ------
Net income (in thousands):
As reported $3,378 $3,512
Pro forma 2,777 3,131
Earnings per share -- assuming dilution:
As reported $ 0.42 $ 0.51
Pro forma $ 0.34 $ 0.46
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 1998 and 1997 respectively: dividend yield
of 0% for both years; expected volatility of 66% and 64%; risk-free
interest rate of 5.92% and 8.35%; and expected lives of an average of 10
years for both years. The weighted average fair value of options granted
during 1998 and 1997 was $8.07 and $6.41, respectively.
F-17
44
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
13. STOCK OPTION PLAN (CONTINUED)
Stock option activity during the periods indicated is as follows:
Years ended July 31,
-------------------------------
1998 1997 1996
-------- ------- --------
Number of shares under option:
Outstanding at beginning of year 471,384 214,384 226,384
Granted 148,000 257,000 --
Exercised (117,907) -- --
Canceled -- -- (12,000)
-----------------------------------------------------------------------------------------
Outstanding at end of year 501,477 471,384 214,384
-----------------------------------------------------------------------------------------
Exercisable at end of year 116,800 142,030 98,753
-----------------------------------------------------------------------------------------
Weighted average exercise price:
Granted $ 10.164 $ 8.000 $ --
Exercised 3.650 -- --
Canceled -- -- 4.250
Outstanding at end of year 7.886 6.263 4.177
Exercisable at end of year 6.414 4.141 3.893
-----------------------------------------------------------------------------------------
The following table summarizes information about stock options outstanding
at July 31, 1998:
Weighted Average
Remaining Life Weighted Average
Number of Shares (in years) Exercise Price
---------------- ---------- --------------
17,477 5.2 $ 3.240
79,000 7.0 $ 4.250
10,000 9.0 $ 7.250
257,000 8.0 $ 8.000
138,000 9.3 $10.375
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501,477 8.1 $ 7.886
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14. SELLING, GENERAL AND ADMINISTRATIVE
Included in selling, general and administrative expenses for the years ended
July 31, 1998, 1997, and 1996 are bad debt expenses of $632,000, $559,000,
and $462,000 respectively.
15. SUBSEQUENT EVENT
In August 1998, the Company acquired two same-day delivery businesses in two
U.S. cities. The aggregate consideration for these acquisitions was
approximately $1.8 million in cash.
On September 23, 1998, the Company announced that it had entered into an
agreement to acquire Q International Courier, Inc., the parent company of
Quick International Courier ("Quick"). Terms of the agreement call for the
Company to pay $51.0 million in cash and issue 1.5 million shares of its
common stock in exchange for all of the capital stock of Quick. The Company
will also assume $12.0 million in debt of Quick. In addition to the above,
the Company will be required to pay up to an additional
F-18
45
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
15. SUBSEQUENT EVENT (CONTINUED)
$4.5 million in cash should its common stock not trade at $12.0 or above for
any 60 days during the two-year period ending September 23, 2000.
16. FOURTH QUARTER ADJUSTMENTS
In the fourth quarter of the fiscal year ended July 31, 1998, the Company
recorded certain unusual and year-end adjustments. These items related primarily
to i) settlements of employment agreements with former owners of businesses
acquired in the aggregate amount of approximately $490,000 and ii) write-off of
certain assets deemed to be uncollectable or unrealizable and adjustment of
certain differences in account reconciliations in the aggregate amount of
approximately $1,600,000. The adjustments related to these expenses resulted in
a reduction in income before taxes of approximately $2,100,000. Of these
adjustments, approximately $450,000 (approximately $300,000 after tax) relates
to the three months ended April 30, 1998. Accordingly, the Company will file an
amended Form 10-Q to restate its results of operations for the third quarter of
the fiscal year ended July 31, 1998.
F-19
46
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1(2) -- Restated Certificate of Incorporation of Dynamex Inc.
3.2(3) -- Bylaws, as amended and restated, of Dynamex Inc.
4.1(2) -- Rights Agreement between Dynamex Inc. and Harris Trust and
Savings Bank, dated July 5, 1996.
10.1(4) -- Amendment No. 2 to Employment Agreement of Richard K.
McClelland.
10.2(3) -- Dynamex Inc. Amended and Restated 1996 Stock Option Plan.
10.3(2) -- Marketing and Transportation Services Agreement, between
Purolator Courier Ltd. and Parcelway Courier Systems Canada
Ltd., dated November 20, 1995.
10.4(2) -- Form of Indemnity Agreements with Executive Officers and
Directors.
10.5(3) -- 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.
10.6(1) -- First Amendment to Second Amended and Restated Credit
Agreement by and among the Company and NationsBank of Texas,
N.A., as agent for the lenders therein, dated May 5, 1998.
11.1(1) -- Statement regarding computation of earnings per share.
21.1(1) -- Subsidiaries of the Registrant.
23.1(1) -- Consent of Deloitte & Touche LLP.
27.1(1) -- Financial Data Schedule.
- ---------------
(1) Filed herewith.
(2) Filed as an exhibit to the registrant's Registration Statement on Form S-1
(File No. 333-05293), and incorporated herein by reference.
(3) Filed as an exhibit to the registrant's annual report on Form 10-K for the
fiscal year ended July 31, 1997, and incorporated herein by reference.
(4) Filed as an exhibit to Registration Statement on Form S-1 (File No.
333-49603), and incorporated herein by reference.
E-1