##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended July 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 000-21057
 DYNAMEX INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    86-0712225(State of incorporation)
    
    (I.R.S. Employer Identification No.)5429 LBJ Freeway, Suite 1000, Dallas, Texas
    
    75240(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (214) 560-9000
Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.1 per share
    
    Nasdaq Global Select Market
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
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  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Small reporting company filer o
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TABLE OF CONTENTS
 PagePART IITEM 1. BUSINESS
    
    
    2ITEM 1A. RISK FACTORS
    
    
    8ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    11ITEM 2. PROPERTIES
    
    
    11ITEM 3. LEGAL PROCEEDINGS
    
    
    13ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    14PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
    
    
    15ITEM 6. SELECTED FINANCIAL DATA
    
    
    18ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
    
    
    20ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
    
    
    28ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    29ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    29ITEM 9A. CONTROLS AND PROCEDURES
    
    
    29ITEM 9B. OTHER INFORMATION
    
    
    29PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    30ITEM 11. EXECUTIVE COMPENSATION
    
    
    30ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
    
    
    30ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    30ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    30PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    31EX-3.2EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2
  1




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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
  Industry Overview
   2




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Business Strategy
  Focus on Primary Services
 Target National, Regional and Local Accounts
 Pursue Acquisitions
 Services
  Same-Day On-Demand Delivery
 Same-Day Scheduled Local and Regional Distribution
 3




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Operations
  Same-Day On-Demand Delivery.
 Same-Day Scheduled Local and Regional Distribution.
  4




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Sales and Marketing
      Customers
   5




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Competition
     Regulation
   Safety
  6




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Intellectual Property
  Employees
  Independent Contractors
 We Are Dependent Upon Independent Contractors Represented by International
Labor Unions in Canada
 Available Information
 HTTP://WWW.DYNAMEX.COM HTTP://WWW.SEC.GOV
 7




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##### Table of Contents



ITEM 1A. RISK FACTORS
 In addition to other information in this report, the following risk factors should be
considered carefully in evaluating the Company and its business. This report contains
forward-looking statements, which involve risks and uncertainties. The 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.
 Certain Tax and Legal Matters Related to Independent Contractors
     Loss of a Key Customer May Adversely Impact our Business
  We Are Dependent on Availability of Independent Contractors
  8




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Global Economic Conditions Could Adversely Affect the Companys Business and Financial Results
  We Depend Upon Key Personnel for Our Continued Operations
  We Are Dependent Upon Independent Contractors Represented by International Labor Unions in Canada
  Competition May Adversely Affect Our Results
  We Are Highly Dependent Upon Our Technology Infrastructure
  9




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Fluctuations of Foreign Exchange Rates May Adversely Affect Our Results
  An Increase in Claims May Expose Us to Losses
  Rising Fuel Costs May Adversely Impact Our Financial Condition and Results of Operations
  Failure to Maintain Permits and Licensing May Adversely Impact Our Ability to Operate
  Technological Advances May Adversely Impact Our Business
  We May Need Additional Financing to Pursue Our Acquisition Strategy
  10




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Factors Beyond Our Control May Affect the Volatility of Our Stock Price
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  11




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Number ofLeasedLocation
    
    PropertiesUnites StatesArizona
    
    
    1California
    
    
    11Colorado
    
    
    1Connecticut
    
    
    1Deleware
    
    
    1Georgia
    
    
    1Illinois
    
    
    2Indiana
    
    
    1Kansas
    
    
    1Massachusetts
    
    
    1Maryland
    
    
    1Michigan
    
    
    1Minnesota
    
    
    2New Jersey
    
    
    3Nevada
    
    
    1New York
    
    
    6Ohio
    
    
    3Oregon
    
    
    1Pennsylvania
    
    
    3Tennessee
    
    
    1Texas
    
    
    4Virginia
    
    
    3Washington
    
    
    2United States Total
    
    
    52
 Number ofLeasedLocation
    
    PropertiesCanadaAlberta
    
    
    5British Columbia
    
    
    7Manitoba
    
    
    2Newfoundland
    
    
    1Nova Scotia
    
    
    1Ontario
    
    
    12Quebec
    
    
    2Saskatchewan
    
    
    2Canada Total
    
    
    32Grand Total
    
    
    84
   12




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ITEM 3. LEGAL PROCEEDINGS
      13




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  14




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PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 Market Information
 Bid
    
    
    BidFiscal 2010
    
    High
    
    
    Low
    
    
    High
    
    
    LowFirst Quarter
    
    $
    19.66
    
    
    $
    15.13
    
    
    
    10/22/09
    
    
    
    08/14/09Second Quarter
    
    
    18.89
    
    
    
    15.92
    
    
    
    11/09/09
    
    
    
    01/29/10Third Quarter
    
    
    18.14
    
    
    
    14.61
    
    
    
    04/29/10
    
    
    
    02/04/10Fourth Quarter
    
    
    17.97
    
    
    
    12.15
    
    
    
    05/12/10
    
    
    
    06/29/10
 Fiscal 2009
    
    High
    
    
    Low
    
    
    High
    
    
    LowFirst Quarter
    
    $
    29.80
    
    
    $
    20.74
    
    
    
    09/18/08
    
    
    
    10/28/08Second Quarter
    
    
    25.45
    
    
    
    11.02
    
    
    
    11/03/08
    
    
    
    12/16/08Third Quarter
    
    
    14.93
    
    
    
    10.62
    
    
    
    04/21/09
    
    
    
    02/04/09Fourth Quarter
    
    
    18.18
    
    
    
    13.92
    
    
    
    05/08/09
    
    
    
    07/02/09
 Stock Price Performance
  15




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COMPARATIVE CUMULATIVE TOTAL RETURN
AMONG DYNAMEX INC.,
NASDAQ COMPOSITE INDEX, AMEX COMPOSITE INDEX
AND RUSSELL 2000 INDEX
 
 
 
 **
    
    The Company transferred its listing to the NASDAQ Global Select Market from the AMEX on March
14, 2005.***
    
    The Russell 2000 Stock Index represents companies with a market capitalization similar to
that of the Company. The Company does not believe it can reasonably identify a peer group
because it believes that there is only one public company engaged in lines of business
directly comparative to those of the Company. Holders
 Dividends
 16




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Securities Authorized for Issuance Under Equity Compensation Plans
 Number of securities to be
    
    
    
    
    
    
    Number of securitiesissued upon exercise of
    
    
    Weighted-average exercise
    
    
    remaining available for futureoutstanding options,
    
    
    price of outstanding
    
    
    issuance under equityPlan category
    
    warrants and rights
    
    
    options, warrants and rights
    
    
    compensation plansEquity compensation plans
approved by security
holders
    
    
    550,764
    
    
    $
    21.60
    
    
    
    995,436Equity compensation plans
not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    550,764
    
    
    $
    21.60
    
    
    
    995,436
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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
  Years ending July 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(in thousands, except per share amounts)Statements of operations data:Sales
    
    $
    406,448
    
    
    $
    402,109
    
    
    $
    455,776
    
    
    $
    413,774
    
    
    $
    358,374Operating expenses (1)
    
    
    385,601
    
    
    
    383,483
    
    
    
    427,730
    
    
    
    389,660
    
    
    
    336,437Depreciation and amortization
    
    
    4,240
    
    
    
    3,440
    
    
    
    2,825
    
    
    
    2,357
    
    
    
    1,931Restructuring cost (4)
    
    
    282
    
    
    
    1,104
    
    
    
    
    
    
    
    
    
    
    
    Operating income
    
    
    16,325
    
    
    
    14,082
    
    
    
    25,221
    
    
    
    21,757
    
    
    
    20,006Interest expense
    
    
    179
    
    
    
    177
    
    
    
    232
    
    
    
    299
    
    
    
    295Other income (2)
    
    
    (289
    )
    
    
    (411
    )
    
    
    (516
    )
    
    
    (2,079
    )
    
    
    (275
    )Income before income taxes
    
    
    16,435
    
    
    
    14,316
    
    
    
    25,505
    
    
    
    23,537
    
    
    
    19,986Income taxes
    
    
    5,780
    
    
    
    5,566
    
    
    
    9,722
    
    
    
    8,575
    
    
    
    7,594Net income
    
    $
    10,655
    
    
    $
    8,750
    
    
    $
    15,783
    
    
    $
    14,962
    
    
    $
    12,392Earnings per share:basic
    
    $
    1.09
    
    
    $
    0.89
    
    
    $
    1.55
    
    
    $
    1.41
    
    
    $
    1.12diluted
    
    $
    1.09
    
    
    $
    0.89
    
    
    $
    1.53
    
    
    $
    1.39
    
    
    $
    1.11Weighted average common shares outstanding:basic
    
    
    9,736
    
    
    
    9,782
    
    
    
    10,207
    
    
    
    10,612
    
    
    
    11,057diluted
    
    
    9,753
    
    
    
    9,809
    
    
    
    10,297
    
    
    
    10,738
    
    
    
    11,197Other data:Earnings before interest, taxes, depreciation and
amortization (EBITDA) (3)Net income
    
    $
    10,655
    
    
    $
    8,750
    
    
    $
    15,783
    
    
    $
    14,962
    
    
    $
    12,392Adjustments:Income tax expense
    
    
    5,780
    
    
    
    5,566
    
    
    
    9,722
    
    
    
    8,575
    
    
    
    7,594Interest expense
    
    
    179
    
    
    
    177
    
    
    
    232
    
    
    
    299
    
    
    
    295Depreciation and amortization
    
    
    4,240
    
    
    
    3,440
    
    
    
    2,825
    
    
    
    2,357
    
    
    
    1,931EBITDA
    
    $
    20,854
    
    
    $
    17,933
    
    
    $
    28,562
    
    
    $
    26,193
    
    
    $
    22,212
 July 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(in thousands)Balance sheet data:Working capital
    
    $
    53,071
    
    
    $
    38,319
    
    
    $
    39,874
    
    
    $
    23,337
    
    
    $
    18,889Total assets
    
    
    150,266
    
    
    
    129,499
    
    
    
    138,624
    
    
    
    121,040
    
    
    
    110,525Long-term debt, excluding current portion
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    905Stockholders equity
    
    
    109,765
    
    
    
    96,080
    
    
    
    97,634
    
    
    
    81,409
    
    
    
    79,212
 18




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1)
    
    Operating expenses are purchased transportation, salaries and employee benefits, facilities
and communication, depreciation and amortization and other costs. Purchased transportation
includes independent contractor and third-party delivery charges. Salary and employee benefits
cost includes employee salaries, benefits and workers compensation costs. Facilities and
communications includes warehouse, radio and communications costs. Other costs include bad
debt, insurance, uniforms, office costs, and general and administrative costs.2)
    
    The increase in other income in the year ended July 31, 2007, is principally attributable to
the resolution of inter-company, cross-border transfer pricing issues for fiscal years 2001
through 2005. The Company realized income of approximately $425,000 from the overpayment of
prior year Canadian taxes without a corresponding increase in expense from the U.S. since the
Company had available U.S. net operating losses to offset the additional income. The Company
also realized $937,000 in pre-tax foreign currency transaction gains on the cash settlement of
those inter-company charges. The result was to increase net income by $972,000, $0.09 per
fully diluted share, for the 2007 year.3)
    
    EBITDA is defined as income excluding interest, taxes, depreciation and amortization.
EBITDA is presented because management believes that it is a widely accepted and useful
financial indicator regarding our results of operations. Management believes EBITDA assists
in analyzing and benchmarking the performance and value of our business. Although our
management uses EBITDA as a financial measure to assess the performance of our business
compared to that of others in our industry, the use of EBITDA is limited because it does not
include certain costs that are material in amount, such as interest, taxes, depreciation and
amortization, which are necessary to operate our business. EBITDA is not a recognized term
under generally accepted accounting principles and, when analyzing our operating performance,
investors should use EBITDA in addition to, not as an alternative for, operating income, net
income and cash flows from operating activities.4)
    
    During the quarter ended July 31, 2009, the Company announced the closure of the Canadian
administrative office in Toronto, Canada, the consolidation of all finance and accounting
functions into the Dallas corporate office and elimination of the position of President U.S.
The restructuring was undertaken to reduce redundant overhead expenses. The Company recorded
an $1.1 million restructuring expense during fiscal year 2009 and an $0.3 million
restructuring expense during fiscal year 2010. The FY 2010 charge expensed the remaining
lease obligation of the Toronto, Canada administration office upon the cease use date of the
facility. 19




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 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
Operation constitute forward-looking statements. Certain factors, which may cause actual results
to vary materially from these forward-looking statements, accompany such statements or appear
elsewhere in this report, including without limitation, the factors disclosed under Risk Factors.
 General
       20




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Critical Accounting Policies
  Use of estimates 
 Revenue recognition 
 Intangibles  Intangibles
 Other assets, recoverable contract contingency costs Pre-Production Costs Related
to Long-Term Supply Arrangements
 Self-insured claims liability
 Allowance for doubtful accounts
 21




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##### Table of Contents



Income taxes  . Income Taxes
 Stock-based compensation Compensation  Stock Compensation,
   Foreign currency translation  .
 Treasury stock acquired and retired 
 Leases  deferred credits 
 22




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Results of Operations
  Years Ended July 31,2010
    
    
    2009
    
    
    2008Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Purchased transportation
    
    
    64.8
    %
    
    
    63.4
    %
    
    
    64.4
    %Salaries and employee benefits
    
    
    19.8
    %
    
    
    21.0
    %
    
    
    19.9
    %Facilities and communication
    
    
    4.8
    %
    
    
    4.8
    %
    
    
    4.0
    %Other
    
    
    5.5
    %
    
    
    6.1
    %
    
    
    5.6
    %Depreciation and amortization
    
    
    1.0
    %
    
    
    0.9
    %
    
    
    0.6
    %Restructuring cost
    
    
    0.1
    %
    
    
    0.3
    %
    
    
    0.0
    %Total operating expenses
    
    
    96.0
    %
    
    
    96.5
    %
    
    
    94.5
    %Operating income
    
    
    4.0
    %
    
    
    3.5
    %
    
    
    5.5
    %Interest expense
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.1
    %Other income, net
    
    
    0.0
    %
    
    
    -0.1
    %
    
    
    -0.1
    %Income before income taxes
    
    
    4.0
    %
    
    
    3.6
    %
    
    
    5.5
    %Income taxes
    
    
    1.4
    %
    
    
    1.4
    %
    
    
    2.1
    %Net income
    
    
    2.6
    %
    
    
    2.2
    %
    
    
    3.4
    %
  Years Ended July 31,2010
    
    
    2009
    
    
    2008Sales by service type:On demand
    
    $
    129,374
    
    
    
    31.8
    %
    
    $
    127,797
    
    
    
    31.8
    %
    
    $
    148,410
    
    
    
    32.6
    %Scheduled/distribution
    
    
    277,074
    
    
    
    68.2
    %
    
    
    274,312
    
    
    
    68.2
    %
    
    
    307,366
    
    
    
    67.4
    %Total sales
    
    $
    406,448
    
    
    
    100.0
    %
    
    $
    402,109
    
    
    
    100.0
    %
    
    $
    455,776
    
    
    
    100.0
    %Sales by country:United States
    
    $
    252,143
    
    
    
    62.0
    %
    
    $
    257,623
    
    
    
    64.1
    %
    
    $
    280,583
    
    
    
    61.6
    %Canada
    
    
    154,305
    
    
    
    38.0
    %
    
    
    144,486
    
    
    
    35.9
    %
    
    
    175,193
    
    
    
    38.4
    %Total sales
    
    $
    406,448
    
    
    
    100.0
    %
    
    $
    402,109
    
    
    
    100.0
    %
    
    $
    455,776
    
    
    
    100.0
    %
 Year Ended July 31, 2010 Compared to Year Ended July 31, 2009
  23




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Year Ended July 31, 2009 Compared to Year Ended July 31, 2008
          25




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Liquidity and Capital Resources
      Compliance Area
    
    Covenant
    
    Level at July 31, 2010Ratio of funded debt to EBITDA
    
    Maximum of 2.00 to 1.00
    
    0.26 to 1.00Total indebtedness
    
    $40 million, including LOCs
    
    $6.1 millionLetters of credit sublimit
    
    $10 million
    
    $6.1 millionTreasury stock purchases during 
the subject period
    
    Ratio of funded debt to EBITDA
maximum of 1.50 to 1.00; based on
pro forma effect of treasury stock
purchases
    
    0.26 to 1.00Fixed charge coverage ratio
    
    Equal to or greater than 1.50 to 1.00
    
    10.69 to 1.00
  26




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Contractual Obligations
  Less thanTotal
    
    
    1 Year
    
    
    1 - 3 Years
    
    
    3 - 5 years
    
    
    ThereafterOperating Leases
    
    
    38,598
    
    
    
    11,751
    
    
    
    15,982
    
    
    
    8,228
    
    
    
    2,637
  Income Taxes
   Inflation
  Recent Accounting Pronouncements
 Subsequent Events Subsequent Events
 27




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Safe Harbor Statement Under The Private Securities Litigation Reform Act:
   
    
    a change in the current tax status of independent contractor to employees.
    
    the loss of any of our key customers
    
    the ability of the Company to attract and retain qualified independent contractors at
acceptable rates
    
    the competitive nature of the same-day delivery business.
    
    the ability of the Company to retain key employees
    
    global economic conditions could adversely affect the Companys business and financial
results
    
    the ability of the Company to pass on fuel cost increases to customers to maintain
profit margins and the quality of independent contractor payments.
    
    a significant reduction in the exchange rate between the Canadian dollar and the U.S.
dollar.
    
    Maintaining good relationships with International Labor Unions
    
    a significant increase in the number of workers compensation or vehicle liability
claims such that the Companys self insurance expense would increase significantly.
    
    failure of the Company to maintain required certificates, permits or licenses, or to
comply with applicable laws, ordinances or regulations could result in substantial fines or
possible revocation of the Companys authority to conduct certain of its operations.
    
    the ability of the Company to obtain adequate financing.
 
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 Foreign Exchange Exposure
   Interest Rate Exposure
  28




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ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
      
 ITEM 9B.
    
    OTHER INFORMATION
  29




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##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
  30




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Financial Statements
  Exhibits
  Financial Statement Schedules
  31




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##### Table of Contents



SIGNATURES
  
 By:
    
    /s/ Ray E. SchmitzRay E. Schmitz, Executive Vice-President and
Chief Financial OfficerDated: September 22, 2010
  Name
    
    Title/s/ James L. Welch
    
    Chief Executive Officer, President and DirectorJames L. Welch
    
    (Principal Executive Officer)/s/ Ray E. Schmitz
    
    Executive Vice President, Chief Financial OfficerRay E. Schmitz
    
    (Principal Financial Officer)/s/ Gilbert Jones
    
    Vice President, Corporate ControllerGilbert Jones
    
    (Principal Accounting Officer)/s/ Richard K. McClelland
    
    Chairman of the Board and DirectorRichard K. McClelland/s/ Wayne Kern
    
    DirectorWayne Kern/s/ Stephen P. Smiley
    
    DirectorStephen P. Smiley/s/ Brian J. Hughes
    
    DirectorBrian J. Hughes/s/ Bruce E. Ranck
    
    DirectorBruce E. Ranck/s/ Craig R. Lentzsch
    
    DirectorCraig R. Lentzsch
 32




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##### Table of Contents



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageDynamex Inc.Managements Report on Internal Controls over Financial Reporting
    
    
    F-2Reports of Independent Registered Public Accounting Firm
    
    
    F-3Consolidated Balance Sheets, July 31, 2010 and 2009
    
    
    F-5Consolidated Statements of Operations for the fiscal years ended
July 31, 2010, 2009 and 2008
    
    
    F-6Consolidated Statements of Stockholders Equity for the fiscal years ended
July 31, 2010, 2009 and 2008
    
    
    F-7Consolidated Statements of Cash Flows for the fiscal years ended
July 31, 2010, 2009 and 2008
    
    
    F-8Notes to the Consolidated Financial Statements
    
    
    F-9
 F - 1




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##### Table of Contents



MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
     /s/ James L. Welch
    
    
    
    /s/ Ray E. SchmitzJames L. Welch
    
    
    
    Ray E. SchmitzChief Executive Officer, President and Director
    
    
    
    Executive Vice President, Chief Financial Officer(Principal Executive Officer)
    
    
    
    (Principal Financial Officer)
 F - 2




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
 
 F - 3




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal
Control  Integrated Framework
      
 
 F - 4




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##### Table of Contents



DYNAMEX INC.
 
 
 2010
    
    
    2009ASSETSCURRENTCash and cash equivalents
    
    $
    26,318
    
    
    $
    11,016Accounts receivable (net of allowance for doubtful accounts
of $1,048 and $1,801, respectively)
    
    
    47,455
    
    
    
    43,545Income taxes receivable
    
    
    4,062
    
    
    
    3,043Prepaid and other current assets
    
    
    4,032
    
    
    
    4,396Deferred income taxes
    
    
    4,029
    
    
    
    4,270Total current assets
    
    
    85,896
    
    
    
    66,270PROPERTY AND EQUIPMENT  net
    
    
    11,138
    
    
    
    11,532GOODWILL
    
    
    48,058
    
    
    
    47,496INTANGIBLES  net
    
    
    2,091
    
    
    
    975OTHER
    
    
    3,083
    
    
    
    3,226Total assets
    
    $
    150,266
    
    
    $
    129,499LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable  trade
    
    $
    8,248
    
    
    $
    5,581Independent contractor owner operator settlements
    
    
    7,706
    
    
    
    6,870Accrued salaries and employee benefits
    
    
    6,016
    
    
    
    5,296Self-insured accruals
    
    
    1,979
    
    
    
    3,294Other accrued liabilities
    
    
    8,876
    
    
    
    6,910Total current liabilities
    
    
    32,825
    
    
    
    27,951LONG-TERM DEBT
    
    
    
    
    
    
    LEASES  DEFERRED CREDITS
    
    
    2,369
    
    
    
    2,742DEFERRED INCOME TAX PAYABLE
    
    
    4,523
    
    
    
    2,031DEFERRED COMPENSATION
    
    
    784
    
    
    
    695Total liabilities
    
    
    40,501
    
    
    
    33,419COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITYPreferred stock; $0.01 par value, 10,000 shares authorized;
none outstanding
    
    
    
    
    
    
    Common stock; $0.01 par value, 50,000 shares authorized;
9,753 and 9,725 outstanding, respectively
    
    
    97
    
    
    
    97Additional paid-in capital
    
    
    37,876
    
    
    
    36,276Retained earnings
    
    
    66,310
    
    
    
    55,655Accumulated other comprehensive income:Cumulative translation adjustment
    
    
    5,482
    
    
    
    4,052Total stockholders equity
    
    
    109,765
    
    
    
    96,080Total liabilities and stockholders equity
    
    $
    150,266
    
    
    $
    129,499
  F - 5




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##### Table of Contents



DYNAMEX INC.
 
 
 2010
    
    
    2009
    
    
    2008Sales
    
    $
    406,448
    
    
    $
    402,109
    
    
    $
    455,776Operating expenses:Purchased transportation
    
    
    263,237
    
    
    
    254,789
    
    
    
    293,459Salaries and employee benefits
    
    
    80,422
    
    
    
    84,515
    
    
    
    90,744Facilities and communication
    
    
    19,381
    
    
    
    19,378
    
    
    
    18,458Other
    
    
    22,561
    
    
    
    24,801
    
    
    
    25,069Depreciation and amortization
    
    
    4,240
    
    
    
    3,440
    
    
    
    2,825Restructuring cost
    
    
    282
    
    
    
    1,104
    
    
    
    Total operating expenses
    
    
    390,123
    
    
    
    388,027
    
    
    
    430,555Operating income
    
    
    16,325
    
    
    
    14,082
    
    
    
    25,221Interest expense
    
    
    179
    
    
    
    177
    
    
    
    232Other income, net
    
    
    (289
    )
    
    
    (411
    )
    
    
    (516
    )Income before income taxes
    
    
    16,435
    
    
    
    14,316
    
    
    
    25,505Income taxes
    
    
    5,780
    
    
    
    5,566
    
    
    
    9,722Net income
    
    $
    10,655
    
    
    $
    8,750
    
    
    $
    15,783Basic earnings per common share
    
    $
    1.09
    
    
    $
    0.89
    
    
    $
    1.55Diluted earnings per common share
    
    $
    1.09
    
    
    $
    0.89
    
    
    $
    1.53Weighted average shares:Common shares outstanding
    
    
    9,736
    
    
    
    9,782
    
    
    
    10,207Adjusted common shares  assuming
exercise of stock options
    
    
    9,753
    
    
    
    9,809
    
    
    
    10,297
  F - 6




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##### Table of Contents



DYNAMEX INC.
 
 
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-in
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income
    
    
    TotalBALANCE AT JULY 31, 2007
    
    
    10,145
    
    
    $
    101
    
    
    $
    45,671
    
    
    $
    31,122
    
    
    $
    4,515
    
    
    $
    81,409Issuance of common stock, including
tax benefit of $328
    
    
    124
    
    
    
    1
    
    
    
    1,425
    
    
    
    
    
    
    
    
    
    
    
    1,426Stock option compensation
    
    
    
    
    
    
    
    
    
    
    1,180
    
    
    
    
    
    
    
    
    
    
    
    1,180Treasury stock purchase and
retirement
    
    
    (121
    )
    
    
    (1
    )
    
    
    (2,965
    )
    
    
    
    
    
    
    
    
    
    
    (2,966
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,783
    
    
    
    
    
    
    
    15,783Unrealized foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    802
    
    
    
    802Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,585BALANCE AT JULY 31, 2008
    
    
    10,148
    
    
    
    101
    
    
    
    45,311
    
    
    
    46,905
    
    
    
    5,317
    
    
    
    97,634Issuance of common stock, including
tax benefit of $16
    
    
    16
    
    
    
    0
    
    
    
    140
    
    
    
    
    
    
    
    
    
    
    
    140Stock option compensation
    
    
    
    
    
    
    
    
    
    
    1,418
    
    
    
    
    
    
    
    
    
    
    
    1,418Treasury stock purchase and
retirement
    
    
    (439
    )
    
    
    (4
    )
    
    
    (10,593
    )
    
    
    
    
    
    
    
    
    
    
    (10,597
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,750
    
    
    
    
    
    
    
    8,750Unrealized foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,265
    )
    
    
    (1,265
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,485BALANCE AT JULY 31, 2009
    
    
    9,725
    
    
    
    97
    
    
    
    36,276
    
    
    
    55,655
    
    
    
    4,052
    
    
    
    96,080Issuance of common stock, including
tax benefit of $0
    
    
    28
    
    
    
    0
    
    
    
    152
    
    
    
    
    
    
    
    
    
    
    
    152Stock option compensation
    
    
    
    
    
    
    
    
    
    
    1,448
    
    
    
    
    
    
    
    
    
    
    
    1,448Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,655
    
    
    
    
    
    
    
    10,655Unrealized foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,430
    
    
    
    1,430Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,085BALANCE AT JULY 31, 2010
    
    
    9,753
    
    
    $
    97
    
    
    $
    37,876
    
    
    $
    66,310
    
    
    $
    5,482
    
    
    $
    109,765
  F - 7




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##### Table of Contents



DYNAMEX INC.
 
 
 2010
    
    
    2009
    
    
    2008OPERATING ACTIVITIESNet income
    
    $
    10,655
    
    
    $
    8,750
    
    
    $
    15,783Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation and amortization
    
    
    4,240
    
    
    
    3,440
    
    
    
    2,825Amortization of deferred bank financing fees
    
    
    5
    
    
    
    2
    
    
    
    10Provision for losses on accounts receivable
    
    
    (347
    )
    
    
    1,487
    
    
    
    1,039Stock option compensation
    
    
    1,448
    
    
    
    1,418
    
    
    
    1,180Deferred income taxes
    
    
    2,732
    
    
    
    822
    
    
    
    1,472Lessor financed leasehold improvements
    
    
    
    
    
    
    896
    
    
    
    Non-cash rent expense
    
    
    7
    
    
    
    143
    
    
    
    49Gain on disposal of property and equipment
    
    
    (2
    )
    
    
    (34
    )
    
    
    (8
    )Changes in current operating assets and liabilities:Accounts receivable
    
    
    (3,563
    )
    
    
    2,255
    
    
    
    (5,678
    )Prepaids and other current assets
    
    
    (1,944
    )
    
    
    (1,465
    )
    
    
    (1,405
    )Accounts payable and accrued liabilities
    
    
    5,019
    
    
    
    (9,907
    )
    
    
    1,087Net cash provided by operating activities
    
    
    18,250
    
    
    
    7,807
    
    
    
    16,354INVESTING ACTIVITIESPurchase of property and equipment
    
    
    (3,283
    )
    
    
    (6,253
    )
    
    
    (2,845
    )Proceeds from sale of equipment
    
    
    49
    
    
    
    
    
    
    
    Acquisition of customer lists
    
    
    (399
    )
    
    
    (367
    )
    
    
    (491
    )Withdrawal (purchase) of deferred compensation investments
    
    
    (66
    )
    
    
    650
    
    
    
    (322
    )Net cash used in investing activities
    
    
    (3,699
    )
    
    
    (5,970
    )
    
    
    (3,658
    )FINANCING ACTIVITIESReceipts under line of credit
    
    
    
    
    
    
    7,300
    
    
    
    23,200Payments receipts under line of credit
    
    
    
    
    
    
    (7,300
    )
    
    
    (23,200
    )Proceeds from stock option exercise
    
    
    152
    
    
    
    124
    
    
    
    1,099Tax benefit realized from exercise of stock options
    
    
    
    
    
    
    16
    
    
    
    328Purchase and retirement of treasury stock
    
    
    
    
    
    
    (10,597
    )
    
    
    (2,966
    )Other assets and deferred financing fees
    
    
    225
    
    
    
    411
    
    
    
    (176
    )Net cash provided by (used in) financing activities
    
    
    377
    
    
    
    (10,046
    )
    
    
    (1,715
    )EFFECT OF EXCHANGE RATES ON CASH
    
    
    374
    
    
    
    (663
    )
    
    
    50NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    15,302
    
    
    
    (8,872
    )
    
    
    11,031CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    11,016
    
    
    
    19,888
    
    
    
    8,857CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    26,318
    
    
    $
    11,016
    
    
    $
    19,888SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid for interest
    
    $
    105
    
    
    $
    137
    
    
    $
    157Cash paid for taxes
    
    $
    5,302
    
    
    $
    5,901
    
    
    $
    8,043
  F - 8




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##### Table of Contents



1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Description of business Dynamex Inc. and Subsidiaries (the Company or Dynamex) provide
same-day delivery and logistics services in the United States and Canada. The Companys primary
services are (i) same-day, on-demand delivery and (ii) scheduled and distribution and fleet
outsourcing and facilities management.The operating subsidiaries of the Company, with country of incorporation, are as follows:
 
    
    Dynamex Operations East Inc. (U.S.)
    
    Dynamex Operations West Inc. (U.S.)
    
    Dynamex Fleet Services, Inc. (U.S.)
    
    Dynamex Franchise Holdings, Inc. (U.S.)
    
    Dynamex Domestic Franchising, Inc. (U.S.)
    
    Dynamex Canada Limited (Canada)
    
    Dynamex Canada Franchise Holdings, Inc. (Canada)
    
    Dynamex Canada Holdings, Inc. (U.S.)
    
    Dynamex Provincial Couriers, Inc. (U.S.)
 Principles of consolidation The consolidated financial statements include the accounts of
Dynamex Inc. and its wholly-owned subsidiaries. All significant inter-company accounts and
transactions have been eliminated. All dollar amounts in the financial statements and notes to
the financial statements are stated in thousands of dollars unless otherwise indicated.Use of estimates The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities
at the balance sheet dates and the reported amounts of revenues and expenses. Actual results
may differ from such estimates. The Company reviews all significant estimates affecting the
financial statements on a recurring basis and records the effect of any necessary adjustments
prior to their issuance.Property and equipment Property and equipment are carried at cost less accumulated
depreciation and amortization. Depreciation is provided using the straight-line method over the
estimated useful lives of the related assets for financial reporting purposes and principally on
accelerated methods for tax purposes. Leasehold improvements are depreciated using the
straight-line method over their estimated useful lives or the lease term, whichever is shorter.
Ordinary maintenance and repairs are charged to expense as incurred. Expenditures that extend
the physical or economic life of property and equipment are capitalized. The estimated useful
lives of property and equipment are as follows:
 Equipment
    
    3-7 yearsSoftware
    
    3-5 yearsFurniture
    
    7 yearsVehicles
    
    5 years
 The Company periodically reviews property and equipment whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable or their depreciation
or amortization periods should be accelerated. When any such impairment exists, the related
assets will be written down to their fair value.
 The Company capitalizes external costs of developing or obtaining computer software for internal
use. Costs incurred to develop internal-use software during the application development stage
are capitalized, while data conversion, training and maintenance costs associated with
internal-use software are expensed as incurred. As of July 31, 2010 and 2009, the net book
value of capitalized software costs was $944 and $973, respectively. Amortization expense
related to capitalized software was $715, $826 and $756 in fiscal years 2010, 2009 and 2008,
respectively.
 Business and credit concentrations Financial instruments that potentially subject the Company
to concentrations of credit risk consist principally of temporary cash investments and trade
receivables.
 F - 9




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##### Table of Contents



The Company places its temporary cash investments with high-credit, quality financial
institutions. At times such amounts may exceed F.D.I.C. limits. The Company limits the amount
of credit exposure with any one financial institution and believes no significant concentration
of credit risk exists with respect to cash investments.The Companys customers are not concentrated in any specific geographic region or industry.
During the years ended July 31, 2010, 2009, and 2008, sales to Office Depot, Inc. represented
approximately 11.6%, 14.0% and 14.6%, respectively, of the Companys revenue. Sales to the
Companys five largest customers, including Office Depot, represented approximately 22%, 24% and
27% of the Companys consolidated sales for the years ended July 31, 2010, 2009 and 2008,
respectively.A significant number of the Companys customers are located in Canada. For the fiscal years
ended July 31, 2010, 2009 and 2008, approximately 38%, 36% and 38% of the Companys sales,
respectively, were generated in Canada. See Note 12 of Notes to the Consolidated Financial
Statements for additional information concerning the Companys foreign operations.Office Depot represented approximately 15.7% and 21.6% of the net accounts receivable at July
31, 2010 and July 31, 2009, respectively. There were no other significant accounts receivable
from a single customer. The Company establishes an allowance for doubtful accounts based upon
factors surrounding the credit risk of specific customers, historical trends and other
information.Goodwill and intangibles Intangibles arise from acquisitions accounted for as purchased
business combinations and include goodwill, covenants not-to-compete and other identifiable
intangibles and from the payment of financing costs associated with the Companys credit
facility. Goodwill represents the excess purchase price over all tangible and identifiable
intangible net assets acquired. The Company adopted ASC 350, Intangibles, which requires, among
other things, that companies no longer amortize goodwill and instead sets forth methods to
periodically evaluate goodwill for impairment. The Company conducts on at least an annual basis
a review of its reporting units to determine whether their carrying value exceeds their market
value and, if so, performs a detailed analysis of the reporting units assets and liabilities to
determine whether the goodwill is impaired. The Company performed its goodwill impairment test
as of the first day of the fourth quarter of fiscal 2010. Based on this test, no impairment was
indicated. Other intangible assets are being amortized over periods ranging from 2 to 25 years.
Deferred bank financing fees are amortized over the term of the related credit facility.
Amortization of deferred financing fees is classified as interest expense in the Consolidated
Statement of Operations. Aggregate amortization expense during the years ended July 31, 2010,
2009 and 2008 totaled $576, $206 and $81, respectively. Estimated amortization expense for the
succeeding five fiscal years is approximately $794 for 2011, $857 for 2012, $560 for 2013, $18
for 2014, and $18 for 2015.Revenue recognition Revenues are recognized when services are rendered to customers, that is,
primarily when the pickup and delivery is complete. There may be a time lag between the
completion of the service and the generation of an invoice. Accordingly, unbilled revenue is
recognized for those shipments that have been completed but have not been invoiced.Cash and cash equivalents The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.Allowance for doubtful accounts The Company maintains an allowance for doubtful accounts for
estimated losses resulting from the inability of its customers to make payments when due or
within a reasonable period of time thereafter. Estimates are used in determining this allowance
based on the Companys historical collection experience, current trends, credit policy and aging
category. If the financial condition of the Companys customers were to deteriorate, thus
impairing their ability to make required payments, additional allowances may be required. The
Companys allowance at July 31, 2010 is approximately 2.2% of outstanding accounts receivable
compared to approximately 4.1% at July 31, 2009. The allowance for doubtful accounts was higher
last year due to the onset of the intensified global financial crisis. The decrease in the
allowance from the prior year is due to an improvement in the Companys collections statistics.
 F - 10




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##### Table of Contents



Financial instruments Carrying values of cash and cash equivalents, accounts receivable,
accounts payable and accrued liabilities approximate fair value due to the short-term maturities
of these assets and liabilities. Long-term debt consists primarily of variable rate borrowings
under the bank credit agreement. The carrying value of these borrowings approximates fair
value.Other assets  Recoverable contract contingency costs The Company has recorded as an Other
Asset certain costs related to contractually reimbursable contingency costs incurred in
connection with the launch of certain contracts in accordance with ASC 340-10-05, Pre-Production
Costs Related to Long-Term Supply Arrangements, These costs will be recovered during the initial
contract term, from a designated portion of the unit price specified in the contract. Should the
contract be cancelled for any reason, the customer is obligated to reimburse the Company for any
unamortized balance. Recoverable contract contingency costs capitalized, net of amortization,
at July 31, 2010 and 2009 amount to $340 and $778, respectively.Deferred compensation plan Deferred Compensation Plan investments are recorded in other assets
at fair value as determined by quoted prices in an active market and the associated liability is
recorded in other long term liabilities. The Deferred compensation plan assets at July 21, 2010
and 2009 were $784 and $695, respectively. The Deferred compensation plan liability at July 21,
2010 and 2009 were $784 and $695, respectively.Leases  deferred credits The Company has lease agreements that contain tenant improvement
allowances and rent escalation clauses. The Company recognizes a deferred rent liability for
tenant improvement allowances paid by the lessor within other long-term liabilities and
amortizes these amounts over the term of the lease.. The Company records rental expense on a
straight-line basis over the term of the lease when a lease has rent escalation clauses.Self-insured claims liability The Company is primarily self-insured for U.S. workers
compensation and non owned vehicle liability claims. A liability for unpaid claims and the
associated claim expenses, including incurred but unreported losses, are recorded based on the
Companys estimates of the aggregate liability for claims incurred. The Companys estimates are
based on actual experience and historical assumptions of development of unpaid liabilities over
time. Factors affecting the determination of amounts to be accrued for claims include, but are
not limited to, cost, frequency, or payment patterns resulting from new types of claims, the
hazard level of our operations, tort reform or other legislative changes, unfavorable jury
decisions, court interpretations, changes in the medical conditions of claimants and economic
factors such as inflation. The method of calculating the estimated accrued liability for claims
is subject to inherent uncertainty. If actual results are less favorable than what are used to
calculate the accrued liability, the Company would have to record expenses in excess of what has
already been accrued.Income taxes Income taxes consist of taxes currently due plus deferred taxes related
primarily to differences between the financial reporting and income tax reporting. The net
deferred tax assets and liabilities represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and liabilities are
recovered or settled.Stock-based compensation ASC 718, Compensation  Stock Compensation,requires the
measurement of all employee share-based payments to employees, including grants of employee
stock options, using a fair-value-based method and the recording of such expense in our
Consolidated Statements of Operations.The fair value of each stock option grant was estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average assumptions used for
grants in 2010, 2009, and 2008, respectively: dividend yield of 0% for all years; expected
volatility of 48%, 43%, and 43%; risk-free interest rate of 2.4%, 2.8%, and 3.9%, and expected
lives of an average of 6.8, 6.9 and 7.2 years for options granted to employees and of 6.7, 6.8
and 6.8 years for options granted to non-employee directors. The weighted average grant-date
fair value of stock options granted during the years 2010, 2009 and 2008 was $9.14, $10.12 and
$14.80, respectively.As discussed in Note 9, stock-based compensation expense in 2010, 2009 and 2008 amounted to
$1,448, $1,418 and $1,180, respectively, under the fair value approach. Based on the
outstanding and unvested awards as of July 31, 2010, the anticipated effect on net income for
fiscal 2011, net of taxes, will be approximately $1,013.
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Net income per share Basic net income per common share is based on the weighted average number
of common shares outstanding during the period. Diluted net income per common share is based on
the weighted average common shares outstanding and all potentially dilutive common shares
outstanding during the period determined using the treasury stock method. Diluted earnings per
share reflect the potential dilution that could occur if outstanding stock options were
exercised, that would then share in the earnings of the Company. Outstanding options to
purchase 405, 372 and 146 shares of common stock at July 31, 2010, 2009 and 2008, respectively,
were not included in the computation of net income per share as their effect would be
anti-dilutive. Outstanding stock options issued by the Company represent the only dilutive
effect reflected in diluted weighted average shares.Foreign currency translation Assets and liabilities in foreign currencies are translated into
U.S. dollars at the rates in effect at the balance sheet date. Revenues and expenses are
translated at average rates during the year. The net exchange differences resulting from these
translations are recorded in stockholders equity. Where amounts denominated in a foreign
currency are converted into U.S. dollars by remittance or repayment, the realized exchange
differences are included as other income (expense) in the Consolidated Statement of Operations.Treasury stock acquired and retired Treasury stock is recorded at cost. Delaware law
permits treasury shares to be retired when appropriately authorized by the Board of Directors,
and the Company has retired such shares by appropriate reductions in the value of common stock
and additional paid-in capital.New accounting pronouncements In May 2009, the FASB issued ASC 855, Subsequent Events. This
standard incorporates into authoritative accounting literature certain guidance that already
existed within generally accepted auditing standards; the rules concerning recognition and
disclosure of subsequent events will remain essentially unchanged. ASC 855 provides general
standards of accounting for and disclosure of events that occur after the balance sheet date but
before financial statements are issued or are available to be issued. Also, in March 2010, the
FASB issued amended guidance to ASC 855, Subsequent Events. Under this amended guidance, public
entities are no longer required to disclose the date through which subsequent events have been
evaluated. The adoption of these provisions did not have a material effect on the Consolidated
Financial Statements.Reclassification Certain reclassifications have been made to conform prior year data to the
current presentation.
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2. COMPUTATION OF EARNINGS PER SHARE
 The following is a reconciliation of the numerators and denominators of the basic and diluted
earnings per share computation as required by ASC 260, Earnings Per Share. Common stock
equivalents related to stock options are excluded from diluted earnings per share calculation if
their effect would be anti-dilutive to earnings per share.
 Years Ended July 31,2010
    
    
    2009
    
    
    2008Net income
    
    $
    10,655
    
    
    $
    8,750
    
    
    $
    15,783Weighted average common shares outstanding
    
    
    9,736
    
    
    
    9,782
    
    
    
    10,207Common share equivalents related to options
    
    
    17
    
    
    
    27
    
    
    
    90Common shares and common share equivalents
    
    
    9,753
    
    
    
    9,809
    
    
    
    10,297Basic earnings per common share
    
    $
    1.09
    
    
    $
    0.89
    
    
    $
    1.55Diluted earnings per common share
    
    $
    1.09
    
    
    $
    0.89
    
    
    $
    1.53
 3. INTANGIBLES
 Intangibles consist of the following:
 July 31,2010
    
    
    2009Carrying amount:Deferred bank financing fees
    
    $
    138
    
    
    $
    138Customer lists
    
    
    2,645
    
    
    
    950Trademarks and other
    
    
    470
    
    
    
    4703,253
    
    
    
    1,558Less accumulated amortization:Deferred bank financing fees
    
    
    (134
    )
    
    
    (133
    )Customer lists
    
    
    (805
    )
    
    
    (246
    )Trademarks
    
    
    (223
    )
    
    
    (204
    )(1,162
    )
    
    
    (583
    )Intangibles  net
    
    $
    2,091
    
    
    $
    975
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4. PROPERTY AND EQUIPMENT
 Property and equipment consists of the following:
 July 31,2010
    
    
    2009Equipment
    
    $
    23,836
    
    
    $
    22,603Software
    
    
    9,579
    
    
    
    8,857Furniture
    
    
    2,317
    
    
    
    2,240Vehicles
    
    
    2,323
    
    
    
    2,511Leasehold improvements
    
    
    5,863
    
    
    
    5,05143,918
    
    
    
    41,262Less accumulated depreciation
    
    
    (32,780
    )
    
    
    (29,730
    )Property and equipment  net
    
    $
    11,138
    
    
    $
    11,532
 Depreciation expense included in the accompanying Consolidated Statements of Operations for
the years ended July 31, 2010, 2009 and 2008 was $3,670, $3,240 and $2,745, respectively.
 5. ACCRUED LIABILITIES
 Other accrued liabilities consist of the following:
 July 31,2010
    
    
    2009Accrued taxes  other
    
    $
    1,338
    
    
    $
    772Restructuring
    
    
    198
    
    
    
    1,120Other accrued liabilities
    
    
    7,340
    
    
    
    5,018$
    8,876
    
    
    $
    6,910
 Restructuring During the quarter ended July 31, 2009, the Company announced the closure
of the Canadian administrative office in Toronto, Canada, the consolidation of all finance and
accounting functions into the Dallas corporate office and the elimination of the position of
President U.S.. The Company recorded an additional restructuring expense of $282 during the
second quarter ended January 31, 2010 primarily related to the remaining lease obligation of the
Toronto, Canada administration office upon the cease use date of the facility. See the chart
below for a summary of the restructuring expense and accrual as of July 31, 2010.
 Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance atRestructuring
    
    July 31, 2009
    
    
    Expense
    
    
    Payment
    
    
    Other (1)
    
    
    July 31, 2010Severance and stay bonuses
    
    
    952
    
    
    
    38
    
    
    
    (860
    )
    
    
    7
    
    
    $
    137Benefits and employer taxes
    
    
    98
    
    
    
    
    
    
    
    (98
    )
    
    
    
    
    
    
    Travel and other
    
    
    70
    
    
    
    16
    
    
    
    (93
    )
    
    
    4
    
    
    
    (3
    )Terminating a lease
    
    
    
    
    
    
    228
    
    
    
    (164
    )
    
    
    
    
    
    
    64Total restructuring
    
    $
    1,120
    
    
    $
    282
    
    
    $
    (1,215
    )
    
    $
    11
    
    
    $
    198
 
 (1)
    
    Represents difference in end of period and for the period foreign exchange
rates. F - 14




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6. COMMITMENTS AND CONTINGENCIES
 COMMITMENTSThe Company leases certain equipment and properties under non-cancelable operating lease
agreements, which expire at various dates.At July 31, 2010, minimum annual lease payments for such operating leases are as follows (in
thousands):
 OperatingLeases2011
    
    $
    11,7512012
    
    
    9,0192013
    
    
    6,9632014
    
    
    4,9492015
    
    
    3,279Thereafter
    
    
    2,637$
    38,598
 Rent expense related to operating leases amounted to approximately $17,167, $17,177, and
$16,606 for the years ended July 31, 2010, 2009 and 2008, respectively.
 The Company has entered into an employment agreement with its President and CEO which provides
for the payment of a base salary in the annual amount of $550, participation in an executive
bonus plan, an auto allowance, and participation in other employee benefit plans. The Company
has entered into an employment agreement with its Chief Operating Officer which provides for the
payment of a base salary in the annual amount of $250, participation in an executive bonus plan,
an auto allowance, and participation in other employee benefit plans. In addition, the Company
has entered into retention agreements with certain key executive officers and other employees
that provide certain benefits in the event their employment is terminated subsequent to a change
in control of the Company, as defined in the retention agreements. The potential liability for
these agreements ranges between $1.6 million and $1.8 million.
 CONTINGENCIES
 The California Employment Development Department (EDD) conducted an employment tax audit of
the Companys California operations in 2006. Based on its conclusion that certain independent
contractors used by the Company should be reclassified as employees, a Notice of Assessment was
issued by the EDD in April 2007 in the amount of $2.8 million; $2.0 million of which the EDD
claims represents personal income tax of the reclassified individuals. The Company intends to
vigorously contest the assessment; however, the Company recorded a liability of $0.8 million in
fiscal year 2006. The Company has collected and submitted documentation which will work to
reduce the personal income tax (PIT) portion of the assessment through the California PIT
abatement process. As of July 31, 2010, the Company had been notified that the amount of
personal income tax assessed by the Notice of Assessment had been abated by $0.8 million. The
Company expects the remaining personal income tax to also be abated. The Company believes that
the independent contractors were properly classified and has filed a Petition for Reassessment.
The California Employment Development Department has recently commenced a subsequent audit to
include subsequent years.
 On April 15, 2005, a putative class action was filed against the Company by a former independent
contractor in the Superior Court of California, Los Angeles County, alleging that the Company
unlawfully misclassified its California drivers as independent contractors, rather than
employees, and asserting, as a consequence, entitlement on behalf of the purported class
claimants to overtime compensation and other benefits under California wage and hour laws,
reimbursement of certain operating expenses, and various insurance and other benefits and the
obligation of the Company to pay employer payroll taxes under federal and state law. In early
February 2009, Plaintiff filed an Amended Complaint, which among other matters, added an
additional named Plaintiff. Plaintiffs filed a Motion for Class Certification in June 2009,
seeking the certification of a Class with four Subclasses, each dependent on the type of service rendered by the independent contractor
and the weight of the vehicle provided by the independent contractor. On July 28, 2009, the
Court granted the Motion. The four
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##### Table of Contents



subclasses were each subject to between four and eight
exclusions. In January 2010, the Parties agreed to a process whereby the Court modified its
earlier Order granting certification of a Class to clarify that the earlier Order
conditionally granted Certification. The Order initiated a process whereby a questionnaire
was to be sent by an impartial Class Administrator to each potential member of the Class to
gather information. As a part of the process, the Court would dismiss from the Class those
individuals who failed to respond to the questionnaire within the allotted time. Incomplete or
deficient questionnaires could be cured through written or telephonic inquiry by the Class
Administrator. Approximately 260 questionnaires were timely returned. Further clarification
and additional information has been requested from approximately 120 of the individuals
returning the questionnaires with a due date of August 12, 2010. A further certification
hearing will be held on October 25, 2010, and a tentative trial date has been set for April 4,
2011.
 The Company believes that its independent contractors are properly classified as independent
contractors and intends to vigorously defend this litigation. Given the nature and preliminary
status of the claims, however, the Company cannot yet determine the amount or a reasonable range
of potential loss in these matters, if any.
 On May 19, 2009, a truck teasing company filed an action against the Company in U.S. District
Court raising claims for breach of contract, promissory estoppel, unjust enrichment, conversion,
and tortious interference with business relationships. The action further seeks injunctive
relief and punitive damages. The action relates to a certain Program Agreement between the
truck leasing company and the Company, the lease of vehicles to various independent contractors
and the early termination of such leases. The Company filed a response denying all the claims
and presenting affirmative defenses. In December 2009, the truck leasing company filed an
Amended Complaint adding both a customer of the Company as an additional defendant and making
additional claims against the Company. A confidential agreement in principle to resolve and
settle all claims against the Company was reached in July 2010.
 The Company is currently the subject of a wage/hour examination in Massachusetts related to the
alleged misclassification of independent contractors. The Company believes that the independent
contractors are properly classified and intends to vigorously contest this examination. Given
the nature and preliminary status of the examination, however, the Company cannot yet determine
the amount or a reasonable range of potential loss in this matter, if any.
 The Company is a party to various legal proceedings arising in the ordinary course of its
business. The Company believes that the ultimate resolution of these proceedings will not, in
the aggregate, have a material adverse impact on the financial condition, results of operations,
or liquidity of the Company.
 7. INCOME TAXES
 The United States and Canadian components of income before income taxes are as follows:
 Years ended July 31,2010
    
    
    2009
    
    
    2008Canada
    
    $
    9,633
    
    
    $
    5,180
    
    
    $
    10,598United States
    
    
    6,802
    
    
    
    9,136
    
    
    
    14,907$
    16,435
    
    
    $
    14,316
    
    
    $
    25,505
 The provision for income tax expense consisted of the following:
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Years ended July 31,2010
    
    
    2009
    
    
    2008Current tax expense:Canada
    
    $
    2,786
    
    
    $
    2,017
    
    
    $
    3,509United States  Federal
    
    
    201
    
    
    
    2,320
    
    
    
    3,893United States  States
    
    
    61
    
    
    
    406
    
    
    
    848Total current tax expense
    
    
    3,048
    
    
    
    4,743
    
    
    
    8,250Deferred tax expense (credit):Canada
    
    
    103
    
    
    
    (334
    )
    
    
    12United States  Federal
    
    
    2,180
    
    
    
    984
    
    
    
    1,242United States  States
    
    
    449
    
    
    
    173
    
    
    
    218Total deferred tax expense
    
    
    2,732
    
    
    
    823
    
    
    
    1,472Total income tax provision
    
    $
    5,780
    
    
    $
    5,566
    
    
    $
    9,722
 The tax effects of differences between financial accounting principles and tax laws, to the
extent they are temporary, are recorded as deferred tax assets and liabilities under ASC 740,
Income Taxes,and consisted of the following components:
 July 31,2010
    
    
    2009Deferred tax asset:Allowance for doubtful accounts
    
    $
    246
    
    
    $
    351Accrued vacation
    
    
    702
    
    
    
    715Accrued liabilities and other
    
    
    2,955
    
    
    
    3,078Stock option expense
    
    
    1,350
    
    
    
    950Deferred compensation
    
    
    315
    
    
    
    237WOTC carryforward
    
    
    125
    
    
    
    125Capitalized start-up costs
    
    
    36
    
    
    
    35Total deferred tax benefits
    
    
    5,729
    
    
    
    5,491Less valuation allowance
    
    
    
    
    
    
    Net deferred tax asset
    
    
    5,729
    
    
    
    5,491Deferred tax liability:Fixed assets
    
    
    (1,332
    )
    
    
    (632
    )Amortization of intangibles
    
    
    (4,891
    )
    
    
    (2,620
    )Total deferred tax liability
    
    
    (6,223
    )
    
    
    (3,252
    )Net deferred tax asset
    
    $
    (494
    )
    
    $
    2,239Financial statements:Current deferred tax asset
    
    $
    4,029
    
    
    $
    4,270Non-current deferred tax liability
    
    $
    4,523
    
    
    $
    2,031
 The Company establishes valuation allowances in accordance with the provisions of ASC 740.
The Company continually reviews the adequacy of its valuation allowances and adjusts the
allowances for changes in expected realization.
 During the year ended July 31, 2009 the Company repatriated approximately $4.7 million from its
Canadian subsidiary. As a result, the effective U.S. federal income tax rate was approximately
3% in higher FY 2009
 F - 17




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compared to FY 2010.
 The Company has not provided for U.S. Federal and foreign withholding taxes on the foreign
subsidiaries undistributed earnings as of July 31, 2010. Such earnings are intended to be
reinvested indefinitely.
 Total income tax expense was $5.8 million, 35.2% of income before taxes in the current fiscal
year compared to $5.6 million, 38.9% of income before taxes in fiscal year 2009. The decrease in
the effective tax rate is primarily attributable to both a lower effective Canada tax rate and a
higher proportion of income being generated in Canada in the current year compared to the prior
year.
 The differences in income tax provided and the amounts determined by applying the statutory rate
to income before income taxes result from the following:
 Years ended July 31,2010
    
    
    2009
    
    
    2008Income taxes at statutory rate
    
    $
    5,752
    
    
    $
    4,867
    
    
    $
    8,927Effect on taxes resulting from:State taxes
    
    
    510
    
    
    
    579
    
    
    
    1,066Foreign tax rate difference
    
    
    (3,275
    )
    
    
    (78
    )
    
    
    (182
    )Other (including permanent differences)
    
    
    2,793
    
    
    
    198
    
    
    
    (89
    )$
    5,780
    
    
    $
    5,566
    
    
    $
    9,722
 8. RESERVE FOR DOUBTFUL ACCOUNTS
 The changes in the reserve for doubtful accounts are summarized below:
 Balance at
    
    
    Charges to /
    
    
    
    
    
    
    BalanceBeginning of
    
    
    (Reductions in)
    
    
    Other
    
    
    at End ofYear
    
    
    Expense
    
    
    Deductions
    
    
    YearFiscal year ended:July 31, 2010
    
    $
    1,801
    
    
    $
    (347
    )
    
    $
    (406
    )
    
    $
    1,048July 31, 2009
    
    
    915
    
    
    
    1,487
    
    
    
    (601
    )
    
    
    1,801
 9. STOCK OPTION PLAN
 On September 19, 2007, the Companys Board of Directors approved the 2008 Equity Compensation
Plan (the Equity Plan), to replace the 1996 Stock Option Plan and reserved a total of
1,200,000 shares for issuance under the Equity Plan, inclusive of 339,579 shares remaining
available for issuance under the Companys 1996 Stock Option Plan (the Stock Option Plan) and
being transferred to the Equity Plan. On January 8, 2008, the Equity Plan was approved by the
Companys shareholders. The Equity Plan provides for the granting of
incentive stock options and non-qualified stock options and restricted stock. Awards under the
Equity Plan may also take the form of stock appreciation rights or performance units. Subject to
certain restrictions that are set forth in the plan, the Compensation Committee will have
complete and absolute authority to set the terms, conditions and provisions of each award,
including the size of the award, the exercise or base price, the vesting and exercisability
schedule (including provisions regarding acceleration of vesting and exercisability) and
termination, cancellation and forfeiture provisions. The exercise price of all options granted
under the Equity Plan may not be less than the fair market value of the underlying common stock
on the date of grant. Generally, the options and restricted stock grants vest and become
exercisable ratably over a four-year period, commencing one year after the grant date. The
options expire ten years from the date of grant. Performance units and performance based options
vest at the end of the performance period, generally three years.
 F - 18




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Stock option activity during the year ended July 31, 2010, is as follows:
 WeightedNumber of
    
    
    AverageShares
    
    
    Exercise PriceNumber of shares under option:Outstanding at beginning of year
    
    
    647,645
    
    
    $
    22.22Granted
    
    
    65,656
    
    
    
    18.48Exercised
    
    
    (9,800
    )
    
    
    15.48Forfeited
    
    
    (152,737
    )
    
    
    23.33Outstanding at end of year
    
    
    550,764
    
    
    
    21.60Exercisable at end of year
    
    
    299,382
    
    
    
    19.24
 Nonvested stock option activity during the year ended July 31, 2010, is as follows:
 Weighted Avg.Number of
    
    
    Grant Date FairShares
    
    
    ValueNumber of nonvested shares:Nonvested at beginning of year
    
    
    373,645
    
    
    $
    11.78Granted
    
    
    50,656
    
    
    
    9.14Vested
    
    
    (101,029
    )
    
    
    11.30Forfeited
    
    
    (71,890
    )
    
    
    12.33Nonvested at end of year
    
    
    251,382
    
    
    
    11.19
 The following table summarizes information about stock options outstanding at July 31,
2010:
 Stock Options Outstanding
    
    
    Stock Options ExercisableWeighted
    
    
    Weighted
    
    
    
    
    
    
    Weighted
    
    
    WeightedRange of
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    Average
    
    
    AverageExercise Prices
    
    Shares
    
    
    Rem. Life (Yrs)
    
    
    Exercise Price
    
    
    Shares
    
    
    Rem. Life (Yrs)
    
    
    Exercise Price$2.30 - 19.97
    
    
    227,256
    
    
    
    6.18
    
    
    $
    15.37
    
    
    
    155,100
    
    
    
    5.10
    
    
    $
    14.12$20.40 - 29.22
    
    
    323,508
    
    
    
    7.24
    
    
    
    25.98
    
    
    
    144,282
    
    
    
    6.87
    
    
    
    24.76550,764
    
    
    
    6.80
    
    
    $
    21.60
    
    
    
    299,382
    
    
    
    5.95
    
    
    $
    19.24
 At July 31, 2010, the aggregate intrinsic value (i.e., the difference in market price of
$13.46 and the exercise price to be paid by the optionee) of stock options outstanding was $0.2
million. The aggregate intrinsic value of exercisable stock options at that date was $0.2
million.
 At July 31, 2010, the total future compensation cost related to non-vested stock options not yet
recognized in the statement of income was $2.8 million and the weighted average period over
which these awards are expected to be recognized was 1.2 years. Of that total, $1,346, $1,024,
$377, and $96, will be recognized in 2011, 2012, 2013, and 2014 respectively.
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The following table summarizes information about options granted, options exercised and options
becoming exercisable during the years shown:
 Years ended July 31,2010
    
    
    2009
    
    
    2008Weighted average grant date fair
value for options granted
    
    $
    9.14
    
    
    $
    10.12
    
    
    $
    14.80Total Intrinsic value of shares
underlying options:Options exercised
    
    $0.2 million
    
    $0.1 million
    
    $2.1 millionOptions becoming exercisable
    
    $0.0 million
    
    $0.0 million
    
    $0.8 million
 10. REPURCHASE OF EQUITY SECURITIES
 The Board of Directors has authorized the Company to purchase up to $78 million of Dynamex Inc.
common stock on the open market. Through July 31, 2008, the Company had repurchased a total of
1,962 shares at an average price of $20.07 per share for a total dollar cost of $39,368. During
the year ended July 31, 2009, the Company repurchased a total of 439 shares at an average price
of $24.13 per share for a total dollar cost of $10,597, leaving a balance of $28,035 in the
current authorization. The Company decided during the second quarter of FY 2009 to suspend the
share repurchase program. Delaware law permits treasury shares to be retired when appropriately
authorized by the Board of Directors, and the Company has retired such shares by appropriate
reductions in the value of common stock and additional paid-in capital.
 11. EMPLOYEES DEFINED CONTRIBUTION PLAN
 The Company sponsors a defined contribution 401K plan (the Plan) for the benefit of
substantially all of its employees who meet certain eligibility requirements, primarily age and
length of service. The Plan allows employees to invest up to $16,500 per year, and employees
over the age of 50 may make an additional contribution of $5,500 per year. The Company may make
discretionary contributions to the Plan as determined by the Companys Board of Directors. The
Company made 401K matched contributions of $276, $294, and $295 for 2010, 2009, and 2008,
respectively.
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12. GEOGRAPHIC AREA INFORMATION
 Dynamex Inc. operates in one reportable business segment, same-day delivery services, with two
primary service offerings: (i) same-day on-demand delivery services and (ii) same-day local and
regional distribution services including outsourcing services such as fleet management and
facilities management. The Company evaluates the performance of its geographic regions, United
States and Canada, based upon operating income before unusual and non-recurring items.
 The following table summarizes selected financial information for the United States and Canada
for the years ended July 31, 2010, 2009 and 2008:
 UnitedStates
    
    
    Canada
    
    
    Total2010Sales
    
    $
    252,143
    
    
    $
    154,305
    
    
    $
    406,448Operating income
    
    
    5,797
    
    
    
    10,528
    
    
    
    16,325Identifiable assets
    
    
    98,783
    
    
    
    51,483
    
    
    
    150,266Goodwill
    
    
    36,112
    
    
    
    11,946
    
    
    
    48,058Capital expenditures
    
    
    2,269
    
    
    
    1,014
    
    
    
    3,283Depreciation and amortization
    
    
    3,490
    
    
    
    750
    
    
    
    4,240Amortization of deferred bank financing fees
    
    
    5
    
    
    
    
    
    
    
    52009Sales
    
    $
    257,623
    
    
    $
    144,486
    
    
    $
    402,109Operating income
    
    
    7,834
    
    
    
    6,248
    
    
    
    14,082Identifiable assets
    
    
    91,522
    
    
    
    37,977
    
    
    
    129,499Goodwill
    
    
    36,111
    
    
    
    11,385
    
    
    
    47,496Capital expenditures
    
    
    5,836
    
    
    
    417
    
    
    
    6,253Depreciation and amortization
    
    
    120
    
    
    
    3,320
    
    
    
    3,440Amortization of deferred bank
financing fees
    
    
    2
    
    
    
    
    
    
    
    22008Sales
    
    $
    280,583
    
    
    $
    175,193
    
    
    $
    455,776Operating income
    
    
    12,855
    
    
    
    12,366
    
    
    
    25,221Identifiable assets
    
    
    100,397
    
    
    
    38,227
    
    
    
    138,624Goodwill
    
    
    36,111
    
    
    
    11,998
    
    
    
    48,109Capital expenditures
    
    
    1,981
    
    
    
    864
    
    
    
    2,845Depreciation and amortization
    
    
    2,370
    
    
    
    455
    
    
    
    2,825Amortization of deferred bank
financing fees
    
    
    10
    
    
    
    
    
    
    
    10
 F - 21




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13. QUARTERLY DATA (Unaudited)
 Summarized quarterly financial data for 2010 and 2009 is as follows (in thousands except per
share amounts and business days):
 Quarter EndedOctober 31,
    
    
    January 31,
    
    
    April 30,
    
    
    July 31,2010Sales
    
    $
    99,447
    
    
    $
    98,436
    
    
    $
    104,041
    
    
    $
    104,524Operating income
    
    
    4,640
    
    
    
    3,405
    (3)
    
    
    4,135
    
    
    
    4,146Net income
    
    
    3,026
    
    
    
    2,215
    
    
    
    2,624
    
    
    
    2,789Net income per share:Basic
    
    
    0.31
    
    
    
    0.23
    
    
    
    0.27
    
    
    
    0.29Assuming dilution
    
    
    0.31
    
    
    
    0.23
    
    
    
    0.27
    
    
    
    0.29Average shares outstanding
    
    
    9,725
    
    
    
    9,732
    
    
    
    9,734
    
    
    
    9,753Number of business days
    
    
    63
    
    
    
    61
    
    
    
    64
    
    
    
    632009Sales
    
    $
    115,452
    
    
    $
    97,557
    
    
    $
    92,234
    
    
    $
    96,867Operating income
    
    
    5,547
    (1)
    
    
    3,173
    
    
    
    2,704
    
    
    
    2,659
    (2)Net income
    
    
    3,045
    
    
    
    2,304
    
    
    
    1,635
    
    
    
    1,766Net income per share:Basic
    
    
    0.31
    
    
    
    0.24
    
    
    
    0.17
    
    
    
    0.18Assuming dilution
    
    
    0.30
    
    
    
    0.24
    
    
    
    0.17
    
    
    
    0.18Average shares outstanding
    
    
    9,948
    
    
    
    9,747
    
    
    
    9,711
    
    
    
    9,722Number of business days
    
    
    64
    
    
    
    60
    
    
    
    63
    
    
    
    64
 
 (1)
    
    Includes one-time special payment to former
CEO of $1.5 million.(2)
    
    Includes a restructuring charge of $1.1
million.(3)
    
    Includes a restructuring charge of $0.3 million. F - 22




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description3.1(2)
    
    Restated Certificate of Incorporation of Dynamex Inc.3.2(1)
    
    Bylaws, as amended, of Dynamex Inc.10.1(4)
    
    Dynamex Inc. Employment Agreement dated November 1, 2008 to James L. Welch.10.1(13)
    
    Dynamex Inc. Employment Agreement dated May 13, 2010 to Maynard F. Sharka10.3(11)
    
    Dynamex Inc. 2008 Equity Compensation Plan10.14(5)
    
    Credit Agreement by and among the Company and Bank of America N.A., as administrative
agent for the lenders therein, dated March 2, 2004.10.14(6)
    
    First Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated
April 22, 2005.10.14(7)
    
    Second Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated
November 10, 2005.10.14(7)
    
    Third Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated
December 23, 2005 (but effective as of October 31, 2005).10.14(8)
    
    Fourth Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated
April 22, 2005.10.14(9)
    
    Fifth Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated October 5,
2006.10.14(10)
    
    Sixth Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated July 31, 2007.10.14(11)
    
    Seventh Amendment to the $40,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated September 17, 2008.10.14(12)
    
    Eight Amendment to the $40,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated January 26, 2009.11.1
    
    Statement regarding computation of earnings (loss) per share. All information required by
Exhibit 11.1 is presented in Note 2 of the Companys Consolidated Financial
Statements in accordance with the provisions of SFAS No. 12821.1(8)
    
    Subsidiaries of the Registrant.23.1(1)
    
    Consent of BDO USA, LLP.31.1(1)
    
    Certification of Chief Executive Officer of the Registrant, pursuant to 17 CFR 240.13a  14(a)
Or 17 CFR 240.15d  14(a)31.2(1)
    
    Certification of Chief Financial Officer of the Registrant, pursuant to 17 CFR 240.13a  14(a)
Or 17 CFR 240.15d  14(a)32.1(1)
    
    Certification of Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2(1)
    
    Certification of Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Filed herewith.(2)
    
    Filed as an exhibit to the 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. E-1




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##### Table of Contents



(4)
    
    Filed as an exhibit to the registrants quarterly report on Form 10-Q for the quarterly
period ended October 31, 2008, and incorporated herein by reference.(5)
    
    Filed as an exhibit to the registrants quarterly report on Form 10-Q for the quarterly
period ended April 30, 2004, and incorporated herein by reference.(6)
    
    Filed as an exhibit to the registrants quarterly report on Form 10-Q for the quarterly
period ended April 30, 2005, and incorporated herein by reference.(7)
    
    Filed as an exhibit to the registrants quarterly report on Form 10-Q for the quarterly
period ended January 31, 2006, and incorporated herein by reference.(8)
    
    Filed as an exhibit to the registrants annual report on Form 10-K for the fiscal year ended
July 31, 2006, and incorporated herein by reference.(9)
    
    Filed as an exhibit to the registrants quarterly report on Form 10-Q for the quarterly
period ended October 31, 2006, and incorporated herein by reference.(10)
    
    Filed as an exhibit to the registrants annual report on Form 10-K for the fiscal year ended
July 31, 2007, and incorporated herein by reference.(11)
    
    Filed as an exhibit to the registrants annual report on Form 10-K for the fiscal year ended
July 31, 2008, and incorporated herein by reference.(12)
    
    Filed as an exhibit to the registrants quarterly report on Form 10-Q for the quarterly
period ended January 31, 2009, and incorporated herein by reference.(13)
    
    Filed on Form 8-K May 19, 2010, and incorporated herein by reference. E-2