##### 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, 2009
 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 of the Act:
None
 Securities registered pursuant to Section 12 of the Act:
Common Stock, $.01 par value
 o þ
 o þ
 þ o
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 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Small reporting company filer o(Do not check if a smaller reporting company)
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TABLE OF CONTENTS
 PagePART IITEM 1. BUSINESS
    
    
    2ITEM 1A. RISK FACTORS
    
    
    7ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    10ITEM 2. PROPERTIES
    
    
    10ITEM 3. LEGAL PROCEEDINGS
    
    
    12ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    13PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
    
    
    14ITEM 6. SELECTED FINANCIAL DATA
    
    
    17ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
    
    
    18ITEM 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-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
 Create Strategic Alliances
 Services
  Same-Day On-Demand Delivery
 3




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




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Same-Day Local and Regional Distribution.
    Sales and Marketing
    5




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Customers
   Competition
     Regulation
   6




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Safety
  Intellectual Property
  Employees
   Available Information
 HTTP://WWW.DYNAMEX.COM HTTP://WWW.SEC.GOV
 
 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.
 7




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##### Table of Contents



The Global Economic Conditions Could Adversely Affect the Companys Business and
Financial Results and have a Material Adverse Affect on our Liquidity and Capital Resources
  Changing Fuel Costs May Adversely Affect Our Financial Condition and Results of Operations
  Competition May Adversely Affect Our Results
  An Increase in Claims May Expose Us to Losses
  We Rely on Independent Contractor Owner-Operator Drivers to Make Deliveries for Our Customers
  8




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##### Table of Contents



We May Be Adversely Affected by Local Delivery Industry and General Economic Conditions
  Fluctuations of Foreign Exchange Rates May Adversely Affect Our Results
  Failure to Maintain Permits and Licensing May Adversely Affect Our Ability to Operate
  We Depend Upon Key Personnel for Our Continued Operations
  Technological Advances May Adversely Affect Our Business


9



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We Are Highly Dependent Upon Our Technology Infrastructure




We Are Dependent on Availability of Qualified Delivery Personnel




We May Need Additional Financing to Pursue Our Acquisition Strategy




Factors Beyond Our Control May Affect the Volatility of Our Stock Price







ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS







ITEM 2.
    
    PROPERTIES




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Number ofLocation
    
    Leased PropertiesCanadaAlberta
    
    
    4British Columbia
    
    
    6Manitoba
    
    
    2Newfoundland
    
    
    1Nova Scotia
    
    
    1Ontario
    
    
    13Quebec
    
    
    2Saskatchewan
    
    
    2Canadian Total
    
    
    31
 Number ofLocation
    
    Leased PropertiesUnited StatesArizona
    
    
    1California
    
    
    12Colorado
    
    
    1Connecticut
    
    
    1Delaware
    
    
    1Florida
    
    
    1Georgia
    
    
    1Illinois
    
    
    2Indiana
    
    
    1Kansas
    
    
    1Maryland
    
    
    1Massachusetts
    
    
    1Minnesota
    
    
    1Nevada
    
    
    1New Jersey
    
    
    3New York
    
    
    4Ohio
    
    
    2Pennsylvania
    
    
    3Tennessee
    
    
    1Texas
    
    
    4Virginia
    
    
    3Washington
    
    
    2United States Total
    
    
    48Total
    
    
    79
   11




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ITEM 3.
    
    LEGAL PROCEEDINGS
      12




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ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  13




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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 2009
    
    High
    
    Low
    
    High
    
    LowFirst Quarter
    
    $
    29.80
    
    
    $
    20.74
    
    
    
    9/18/08
    
    
    
    10/28/08Second Quarter
    
    
    25.45
    
    
    
    11.02
    
    
    
    11/3/08
    
    
    
    12/16/08Third Quarter
    
    
    14.93
    
    
    
    10.62
    
    
    
    4/21/09
    
    
    
    2/4/09Fourth Quarter
    
    
    18.18
    
    
    
    13.92
    
    
    
    5/8/09
    
    
    
    7/2/09
 Fiscal 2008
    
    High
    
    Low
    
    High
    
    LowFirst Quarter
    
    $
    29.95
    
    
    $
    23.50
    
    
    
    10/29/07
    
    
    
    8/10/07Second Quarter
    
    
    30.47
    
    
    
    22.70
    
    
    
    12/11/07
    
    
    
    1/15/08Third Quarter
    
    
    26.46
    
    
    
    21.55
    
    
    
    4/7/08
    
    
    
    3/4/08Fourth Quarter
    
    
    29.57
    
    
    
    23.05
    
    
    
    7/22/08
    
    
    
    5/21/08
 Stock Price Performance
  14




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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
 Securities Authorized for Issuance Under Equity Compensation Plans
 15




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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
    
    
    647,645
    
    
    $
    22.22
    
    
    
    908,355Equity compensation plans
not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    647,645
    
    
    $
    22.22
    
    
    
    908,355
 16




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ITEM 6.
    
    SELECTED FINANCIAL DATA
  Years ending July 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(in thousands, except per share amounts)Statements of operations data:Sales
    
    $
    402,109
    
    
    $
    455,776
    
    
    $
    413,774
    
    
    $
    358,374
    
    
    $
    321,103Expenses (1)
    
    
    383,483
    
    
    
    427,730
    
    
    
    389,660
    
    
    
    336,437
    
    
    
    301,051Depreciation and amortization
    
    
    3,440
    
    
    
    2,825
    
    
    
    2,357
    
    
    
    1,931
    
    
    
    1,648Restructuring cost (4)
    
    
    1,104
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating income
    
    
    14,082
    
    
    
    25,221
    
    
    
    21,757
    
    
    
    20,006
    
    
    
    18,404Interest expense, net
    
    
    177
    
    
    
    232
    
    
    
    299
    
    
    
    295
    
    
    
    466Other (income) expense, net (2)
    
    
    (411
    )
    
    
    (516
    )
    
    
    (2,079
    )
    
    
    (275
    )
    
    
    (226
    )Income before income taxes
    
    
    14,316
    
    
    
    25,505
    
    
    
    23,537
    
    
    
    19,986
    
    
    
    18,164Income taxes
    
    
    5,566
    
    
    
    9,722
    
    
    
    8,575
    
    
    
    7,594
    
    
    
    6,979Net income
    
    $
    8,750
    
    
    $
    15,783
    
    
    $
    14,962
    
    
    $
    12,392
    
    
    $
    11,185Earnings per share:basic
    
    $
    0.89
    
    
    $
    1.55
    
    
    $
    1.41
    
    
    $
    1.12
    
    
    $
    0.97diluted
    
    $
    0.89
    
    
    $
    1.53
    
    
    $
    1.39
    
    
    $
    1.11
    
    
    $
    0.95Weighted average common shares outstanding:basic
    
    
    9,782
    
    
    
    10,207
    
    
    
    10,612
    
    
    
    11,057
    
    
    
    11,544diluted
    
    
    9,809
    
    
    
    10,297
    
    
    
    10,738
    
    
    
    11,197
    
    
    
    11,804Other data:Earnings before interest, taxes, depreciation and
amortization (EBITDA) (3)Net income
    
    $
    8,750
    
    
    $
    15,783
    
    
    $
    14,962
    
    
    $
    12,392
    
    
    $
    11,185Adjustments:Income tax expense
    
    
    5,566
    
    
    
    9,722
    
    
    
    8,575
    
    
    
    7,594
    
    
    
    6,979Non-cash stock option expense
    
    
    1,418
    
    
    
    1,180
    
    
    
    771
    
    
    
    717
    
    
    
    459Interest expense, net
    
    
    177
    
    
    
    232
    
    
    
    299
    
    
    
    295
    
    
    
    466Depreciation and amortization
    
    
    3,440
    
    
    
    2,825
    
    
    
    2,357
    
    
    
    1,931
    
    
    
    1,648Restructuring cost
    
    
    1,104
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    EBITDA
    
    $
    20,455
    
    
    $
    29,742
    
    
    $
    26,964
    
    
    $
    22,929
    
    
    $
    20,737
 July 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(in thousands)Balance sheet data:Working capital
    
    $
    38,319
    
    
    $
    39,874
    
    
    $
    23,337
    
    
    $
    18,889
    
    
    $
    22,917Total assets
    
    
    129,499
    
    
    
    138,624
    
    
    
    121,040
    
    
    
    110,525
    
    
    
    109,475Long-term debt, excluding current portion
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    905
    
    
    
    8Stockholders equity
    
    
    96,080
    
    
    
    97,634
    
    
    
    81,409
    
    
    
    79,212
    
    
    
    83,896
 
 1)
    
    Expenses include purchased transportation, salaries, wages and employee benefits as well as
facility costs, communication, travel and entertainment, office supplies, equipment rentals
and general corporate expenses. 17




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2)
    
    The increase in other income in the year ended July 31, 2007, is principally attributable to
the resolution of inter-company, cross-border transfer pricing issues for fiscal years 2001
through 2005. As a result, the Company realized interest income of approximately $425,000
from the overpayment of prior year Canadian taxes without a corresponding increase in interest
expense from the U.S. as the Company had available U.S. net operating losses to offset the
additional income, and the realization of $937,000 in foreign currency transaction gains on
cash settlement of those inter-company charges. These inter-company charges were denominated
in Canadian dollars, the value of which increased in U.S. dollars from those prior year
levels. The result was to increase net income by $972,000, $0.09 per fully diluted share, for
the 2007 year. See Footnote 13 of Notes to the Consolidated Financial Statements for
additional information.3)
    
    EBITDA is defined as income excluding interest, non-cash stock option expense, taxes,
depreciation and amortization and restructuring cost (as presented on the face of the income
statement and statement of cash flows). EBITDA is supplementally presented because management
believes that it is a widely accepted and useful financial indicator regarding our results of
operations. Management believes EBITDA assists in analyzing and benchmarking the performance
and value of our business. Although our management uses EBITDA as a financial measure to
assess the performance of our business compared to that of others in our industry, the use of
EBITDA is limited because it does not include certain costs that are material in amount, such
as interest, non-cash stock option expense, taxes, depreciation and amortization and
restructuring cost, necessary to operate our business. EBITDA is not a recognized term under
generally accepted accounting principles and, when analyzing our operating performance,
investors should use EBITDA in addition to, not as an alternative for, operating income, net
income and cash flows from operating activities. In addition, the Companys definition of
EBITDA may not be identical to similarly entitled measures used by other companies.4)
    
    During the quarter ended July 31, 2009 the Company announced the closure of the Canadian
administrative office in Toronto, Canada and moving all finance and accounting functions to
the Dallas corporate office and the elimination of the positions of the Canadian and United
States President. The restructuring was executed in order to reduce redundant overhead
expenses and is expected to be completed no later than December 2009. The Company will record
approximately an additional $0.4 million of restructuring expense during fiscal year 2010
primarily related to the lease obligation cost related to the Toronto, Canada administration
office upon the cease use date of the facility. 
 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
   18




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Critical Accounting Policies
  Use
of estimates
 Revenue
recognition 
 Intangibles

 19




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Other
assets  Recoverable contract contingency costs
 Self-insured claims liability
 Allowance
for doubtful accounts
 Income
taxes  .
  Stock-based
compensation
  20




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Foreign
currency translation  .
 Treasury
stock acquired and retired 
 Other
long-term liabilities 
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Results of Operations
  Years Ended July 31,2009
    
    
    2008
    
    
    2007Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Purchased transportation
    
    
    63.4
    %
    
    
    64.5
    %
    
    
    63.7
    %Salaries and employee benefits
    
    
    21.0
    %
    
    
    19.9
    %
    
    
    20.2
    %Facilities and communication
    
    
    4.8
    %
    
    
    4.0
    %
    
    
    4.1
    %Other
    
    
    6.2
    %
    
    
    5.5
    %
    
    
    6.1
    %Depreciation and amortization
    
    
    0.8
    %
    
    
    0.6
    %
    
    
    0.6
    %Restructuring cost
    
    
    0.3
    %
    
    
    0.0
    %
    
    
    0.0
    %Total operating expenses
    
    
    96.5
    %
    
    
    94.5
    %
    
    
    94.7
    %Operating income
    
    
    3.5
    %
    
    
    5.5
    %
    
    
    5.3
    %Interest expense
    
    
    0.0
    %
    
    
    0.1
    %
    
    
    0.1
    %Other income, net
    
    
    -0.1
    %
    
    
    -0.1
    %
    
    
    -0.5
    %Income before income taxes
    
    
    3.6
    %
    
    
    5.5
    %
    
    
    5.7
    %Income taxes
    
    
    1.4
    %
    
    
    2.1
    %
    
    
    2.1
    %Net income
    
    
    2.2
    %
    
    
    3.4
    %
    
    
    3.6
    %
  Years Ended July 31,2009
    
    
    2008
    
    
    2007Sales by service type:On demand
    
    $
    127,797
    
    
    
    31.8
    %
    
    $
    148,410
    
    
    
    32.6
    %
    
    $
    137,418
    
    
    
    33.2
    %Scheduled/distribution
    
    
    274,312
    
    
    
    68.2
    %
    
    
    307,366
    
    
    
    67.4
    %
    
    
    276,356
    
    
    
    66.8
    %Total sales
    
    $
    402,109
    
    
    
    100.0
    %
    
    $
    455,776
    
    
    
    100.0
    %
    
    $
    413,774
    
    
    
    100.0
    %Sales by country:United States
    
    $
    257,623
    
    
    
    64.1
    %
    
    $
    280,583
    
    
    
    61.6
    %
    
    $
    257,025
    
    
    
    62.1
    %Canada
    
    
    144,486
    
    
    
    35.9
    %
    
    
    175,193
    
    
    
    38.4
    %
    
    
    156,749
    
    
    
    37.9
    %Total sales
    
    $
    402,109
    
    
    
    100.0
    %
    
    $
    455,776
    
    
    
    100.0
    %
    
    $
    413,774
    
    
    
    100.0
    %
 Year Ended July 31, 2009 Compared to Year Ended July 31, 2008
   22




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Year Ended July 31, 2008 Compared to Year Ended July 31, 2007
         24




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Liquidity and Capital Resources
     25




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Level at July 31,Compliance Area
    
    Covenant
    
    2009Ratio of funded debt to EBITDA
    
    Maximum of 2.00 to 1.00
    
    0.35 to 1.00Total indebtedness
    
    $40 million, including LOCs
    
    $6.9 millionLetters of credit sublimit
    
    $10.0 million
    
    $6.9 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
    
    0.35 to 1.00Fixed charge coverage ratio
    
    Equal to or greater than 1.50 to 1.00
    
    5.31 to 1.50
  Contractual Obligations
  Less thanTotal
    
    
    1 Year
    
    
    1 - 3 Years
    
    
    3 - 5 years
    
    
    ThereafterOperating Leases
    
    
    36,964
    
    
    
    11,691
    
    
    
    15,671
    
    
    
    7,395
    
    
    
    2,206
  Income Taxes
   26




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Inflation
  Financial Condition
  Recent Accounting Pronouncements
       27




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Safe Harbor Statement Under The Private Securities Litigation Reform Act:
   
    
    The Global Economic Conditions Could Adversely Affect the Companys Business and
Financial Results and have a Material Adverse Affect on our Liquidity and Capital Resources
    
    The competitive nature of the same-day delivery business.
    
    The ability of the Company to attract and retain qualified courier personnel as well as
retain key management personnel.
    
    A change in the current tax status of courier drivers from independent contractor
drivers to employees.
    
    A significant increase in the number of workers compensation or vehicle liability
claims such that the Companys self insurance expense would increase significantly.
    
    A significant reduction in the exchange rate between the Canadian dollar and the U.S.
dollar.
    
    Failure of the Company to maintain required certificates, permits or licenses, or to
comply with applicable laws, ordinances or regulations could result in substantial fines or
possible revocation of the Companys authority to conduct certain of its operations.
    
    The ability of the Company to obtain adequate financing.
    
    The ability of the Company to pass on fuel cost increases to customers to maintain
profit margins and the quality of driver pay.
 
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 Foreign Exchange Exposure
   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




---



##### 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




---



##### Table of Contents



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




---



##### Table of Contents



SIGNATURES
  
 By:
    
    /s/ Ray E. SchmitzRay E. Schmitz, Executive Vice-President and 
Chief Financial Officer
   Name
    
    Title/s/ James L. Welch

James L. Welch
    
    Chief Executive Officer, President
and Director  (Principal Executive Officer)/s/ Ray E. Schmitz

Ray E. Schmitz
    
    Executive Vice President, Chief Financial
Officer
(Principal Financial Officer)/s/ Gilbert Jones

Gilbert Jones
    
    Vice President, Corporate Controller

(Principal Accounting Officer)/s/ Richard K. McClelland

Richard K. McClelland
    
    Chairman of the Board and Director/s/ Wayne Kern

Wayne Kern
    
    Director/s/ Stephen P. Smiley

Stephen P. Smiley
    
    Director/s/ Brian J. Hughes

Brian J. Hughes
    
    Director/s/ Bruce E. Ranck

Bruce E. Ranck
    
    Director/s/ Craig R. Lentzsch

Craig R. Lentzsch
    
    Director
 32




---



##### 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, 2009 and 2008
    
    F-5Consolidated Statements of Operations for the fiscal years ended
July 31, 2009, 2008 and 2007
    
    F-6Consolidated Statements of Stockholders Equity for the fiscal years ended
July 31, 2009, 2008 and 2007
    
    F-7Consolidated Statements of Cash Flows for the fiscal years ended
July 31, 2009, 2008 and 2007
    
    F-8Notes to the Consolidated Financial Statements
    
    F-9
 F-1




---



##### Table of Contents



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




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     /s/ BDO Seidman, LLP

BDO Seidman, LLPDallas, Texas
October 14, 2009
 F-3




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal
Control  Integrated Framework
      /s/ BDO Seidman, LLP

BDO Seidman, LLPDallas, Texas
October 14, 2009
 F-4




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##### Table of Contents



DYNAMEX
INC.
 
 
 2009
    
    
    2008ASSETSCURRENTCash and cash equivalents
    
    $
    11,016
    
    
    $
    19,888Accounts receivable (net of allowance for doubtful
accounts of $1,801 and $915, respectively)
    
    
    43,545
    
    
    
    47,288Income taxes receivable
    
    
    3,043
    
    
    
    1,546Prepaid and other current assets
    
    
    4,396
    
    
    
    4,429Deferred income taxes
    
    
    4,270
    
    
    
    3,504Total current assets
    
    
    66,270
    
    
    
    76,655PROPERTY AND
EQUIPMENT - net
    
    
    11,532
    
    
    
    8,670GOODWILL
    
    
    47,496
    
    
    
    48,109INTANGIBLES - net
    
    
    975
    
    
    
    808DEFERRED INCOME TAXES
    
    
    
    
    
    
    OTHER
    
    
    3,226
    
    
    
    4,382Total assets
    
    $
    129,499
    
    
    $
    138,624LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable trade
    
    $
    5,581
    
    
    $
    12,621Accrued liabilities
    
    
    22,370
    
    
    
    24,160Total current liabilities
    
    
    27,951
    
    
    
    36,781LONG-TERM DEBT
    
    
    
    
    
    
    OTHER LONG-TERM LIABILITIES
    
    
    5,468
    
    
    
    4,209Total liabilities
    
    
    33,419
    
    
    
    40,990COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITYPreferred stock; $0.01 par value, 10,000 shares
authorized; none outstanding
    
    
    
    
    
    
    Common stock; $0.01 par value, 50,000 shares
authorized;
9,725 and 10,148 outstanding, respectively
    
    
    97
    
    
    
    101Additional paid-in capital
    
    
    36,276
    
    
    
    45,311Retained earnings
    
    
    55,655
    
    
    
    46,905Accumulated other comprehensive income:Cumulative translation adjustment
    
    
    4,052
    
    
    
    5,317Total stockholders equity
    
    
    96,080
    
    
    
    97,634Total liabilities and stockholders equity
    
    $
    129,499
    
    
    $
    138,624
  F-5




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##### Table of Contents



DYNAMEX INC.
 
 
 2009
    
    
    2008
    
    
    2007Sales
    
    $
    402,109
    
    
    $
    455,776
    
    
    $
    413,774Operating expenses:Purchased transportation
    
    
    254,789
    
    
    
    293,459
    
    
    
    263,861Salaries and employee benefits
    
    
    84,515
    
    
    
    90,744
    
    
    
    83,741Facilities expense
    
    
    19,378
    
    
    
    18,458
    
    
    
    16,808Other expenses
    
    
    24,801
    
    
    
    25,069
    
    
    
    25,250Depreciation and amortization
    
    
    3,440
    
    
    
    2,825
    
    
    
    2,357Restructuring cost
    
    
    1,104
    
    
    
    
    
    
    
    Total operating expenses
    
    
    388,027
    
    
    
    430,555
    
    
    
    392,017Operating income
    
    
    14,082
    
    
    
    25,221
    
    
    
    21,757Interest expense
    
    
    177
    
    
    
    232
    
    
    
    299Other income, net
    
    
    (411
    )
    
    
    (516
    )
    
    
    (2,079
    )Income before income taxes
    
    
    14,316
    
    
    
    25,505
    
    
    
    23,537Income taxes
    
    
    5,566
    
    
    
    9,722
    
    
    
    8,575Net income
    
    $
    8,750
    
    
    $
    15,783
    
    
    $
    14,962Basic earnings per common share
    
    $
    0.89
    
    
    $
    1.55
    
    
    $
    1.41Diluted earnings per common share
    
    $
    0.89
    
    
    $
    1.53
    
    
    $
    1.39Weighted average shares:Common shares outstanding
    
    
    9,782
    
    
    
    10,207
    
    
    
    10,612Adjusted
common shares - assuming
exercise of stock options
    
    
    9,809
    
    
    
    10,297
    
    
    
    10,738
  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, 2006
    
    
    10,638
    
    
    $
    106
    
    
    $
    58,514
    
    
    $
    16,160
    
    
    $
    4,432
    
    
    $
    79,212Issuance of common stock, including
tax benefit of $142
    
    
    128
    
    
    
    1
    
    
    
    1,244
    
    
    
    
    
    
    
    
    
    
    
    1,245Stock option compensation
    
    
    
    
    
    
    
    
    
    
    771
    
    
    
    
    
    
    
    
    
    
    
    771Treasury stock purchase and
retirement
    
    
    (621
    )
    
    
    (6
    )
    
    
    (14,858
    )
    
    
    
    
    
    
    
    
    
    
    (14,864
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,962
    
    
    
    
    
    
    
    14,962Unrealized foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    83
    
    
    
    83Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,045BALANCE 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
    
    
    $
    96,080
  F-7




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##### Table of Contents



DYNAMEX
INC.
 
 
 2009
    
    
    2008
    
    
    2007OPERATING ACTIVITIESNet income
    
    $
    8,750
    
    
    $
    15,783
    
    
    $
    14,962Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation and amortization
    
    
    3,440
    
    
    
    2,825
    
    
    
    2,357Amortization of deferred bank financing fees
    
    
    2
    
    
    
    10
    
    
    
    28Provision for losses on accounts receivable
    
    
    1,487
    
    
    
    1,039
    
    
    
    499Stock option compensation
    
    
    1,418
    
    
    
    1,180
    
    
    
    771Deferred income taxes
    
    
    822
    
    
    
    1,472
    
    
    
    3,368Lessor financed leasehold improvements
    
    
    896
    
    
    
    
    
    
    
    1,997Non-cash rent expense
    
    
    143
    
    
    
    49
    
    
    
    860Gain on disposal of property and equipment
    
    
    (34
    )
    
    
    (8
    )
    
    
    (19
    )Changes in current operating assets and liabilities:Accounts receivable
    
    
    2,255
    
    
    
    (5,678
    )
    
    
    (6,722
    )Prepaids and other current assets
    
    
    (1,465
    )
    
    
    (1,405
    )
    
    
    (105
    )Accounts payable and accrued liabilities
    
    
    (9,907
    )
    
    
    1,087
    
    
    
    6,589Net cash provided by operating activities
    
    
    7,807
    
    
    
    16,354
    
    
    
    24,585INVESTING ACTIVITIESPurchase of property and equipment
    
    
    (6,253
    )
    
    
    (2,845
    )
    
    
    (4,961
    )Cash payment for acquisition
    
    
    (367
    )
    
    
    (491
    )
    
    
    Withdrawal (purchase) of deferred compensation investments
    
    
    650
    
    
    
    (322
    )
    
    
    (278
    )Net cash used in investing activities
    
    
    (5,970
    )
    
    
    (3,658
    )
    
    
    (5,239
    )FINANCING ACTIVITIESPrincipal payments on long-term debt
    
    
    
    
    
    
    
    
    
    
    (5
    )Net (payments) receipts under line of credit
    
    
    
    
    
    
    
    
    
    
    (900
    )Proceeds from stock option exercise
    
    
    124
    
    
    
    1,099
    
    
    
    1,103Tax benefit realized from exercise of stock options
    
    
    16
    
    
    
    328
    
    
    
    142Purchase and retirement of treasury stock
    
    
    (10,597
    )
    
    
    (2,966
    )
    
    
    (14,864
    )Other assets and deferred financing fees
    
    
    411
    
    
    
    (176
    )
    
    
    (1,212
    )Net cash used in financing activities
    
    
    (10,046
    )
    
    
    (1,715
    )
    
    
    (15,736
    )EFFECT OF EXCHANGE RATES ON CASH
    
    
    (663
    )
    
    
    50
    
    
    
    (811
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (8,872
    )
    
    
    11,031
    
    
    
    2,799CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    19,888
    
    
    
    8,857
    
    
    
    6,058CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    11,016
    
    
    $
    19,888
    
    
    $
    8,857SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid for interest
    
    $
    137
    
    
    $
    157
    
    
    $
    262Cash paid for taxes
    
    $
    5,901
    
    
    $
    8,043
    
    
    $
    5,226
  F-8




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##### Table of Contents



1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Description of business
  
    
    Dynamex Operations East Inc. (U.S.)
    
    Dynamex Operations West Inc. (U.S.)
    
    Dynamex Fleet Services, Inc. (U.S.)
    
    Dynamex Franchise Holdings, Inc. (U.S.)
    
    Dynamex Domestic Franchising, Inc. (U.S.)
    
    Dynamex Canada Corp. (Canada)
    
    Dynamex Canada Franchise Holdings, Inc. (Canada)
 Principles of consolidation
 Use of estimates
 Property
and equipment
 Equipment
    
    3-7 yearsSoftware
    
    3-5 yearsFurniture
    
    7 yearsVehicles
    
    5 years
   Business
and credit concentrations -
 F-9




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##### Table of Contents



Goodwill
and intangibles 
 Revenue recognition
 Cash and cash equivalents
 Allowance
for doubtful accounts
 Financial instruments
 F-10




---



##### Table of Contents



Financing costs
 Other
assets  Recoverable contract contingency costs
 Other long-term liabilities
 Self-insured
claims liability -
 Income
taxes  .
 Stock-based
compensation
   F-11




---



##### Table of Contents



Net income per share
 Foreign currency translation  .
 Treasury stock acquired and retired 
 New
accounting pronouncements
     F-12




---



##### Table of Contents



Reclassification
 Subsequent events
 2. COMPUTATION OF EARNINGS PER SHARE
  Years Ended July 31,2009
    
    
    2008
    
    
    2007Net income
    
    $
    8,750
    
    
    $
    15,783
    
    
    $
    14,962Weighted average common shares outstanding
    
    
    9,782
    
    
    
    10,207
    
    
    
    10,612Common share equivalents related to options
    
    
    27
    
    
    
    90
    
    
    
    126Common shares and common share equivalents
    
    
    9,809
    
    
    
    10,297
    
    
    
    10,738Basic earnings per common share
    
    $
    0.89
    
    
    $
    1.55
    
    
    $
    1.41Diluted earnings per common share
    
    $
    0.89
    
    
    $
    1.53
    
    
    $
    1.39
 F-13




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##### Table of Contents



3. INTANGIBLES




July 31,2009
    
    
    2008Carrying amount:Deferred bank financing fees
    
    $
    138
    
    
    $
    132Customer lists
    
    
    950
    
    
    
    583Trademarks
    
    
    470
    
    
    
    4701,558
    
    
    
    1,185Less accumulated amortization:Deferred bank financing fees
    
    
    (133
    )
    
    
    (132
    )Customer lists
    
    
    (246
    )
    
    
    (59
    )Trademarks
    
    
    (204
    )
    
    
    (186
    )(583
    )
    
    
    (377
    )Intangibles - net
    
    $
    975
    
    
    $
    808
 F-14




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##### Table of Contents



4. PROPERTY AND EQUIPMENT
  July 31,2009
    
    
    2008Equipment
    
    $
    22,603
    
    
    $
    20,852Software
    
    
    8,857
    
    
    
    8,633Furniture
    
    
    2,240
    
    
    
    2,098Vehicles
    
    
    2,511
    
    
    
    544Leasehold improvements
    
    
    5,051
    
    
    
    4,066Other
    
    
    
    
    
    
    41,262
    
    
    
    36,193Less accumulated depreciation
    
    
    (29,730
    )
    
    
    (27,523
    )Property and equipment - net
    
    $
    11,532
    
    
    $
    8,670
  5. ACCRUED LIABILITIES
  July 31,2009
    
    
    2008Salaries and wages
    
    $
    2,052
    
    
    $
    3,936Independent contractor settlements
    
    
    6,870
    
    
    
    8,067Workers compensation estimated claims
    
    
    1,326
    
    
    
    1,483Vehicle liability estimated claims
    
    
    1,990
    
    
    
    2,268Vacation
    
    
    2,590
    
    
    
    2,621Restructuring
    
    
    1,120
    
    
    
    Deferred revenue
    
    
    503
    
    
    
    352Taxes - other
    
    
    772
    
    
    
    1,104Other
    
    
    5,149
    
    
    
    4,329Total accrued liabilities
    
    $
    22,370
    
    
    $
    24,160
 Restructuring
 F-15




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##### Table of Contents



Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance atRestructuring
    
    April 30, 2009
    
    
    Expense
    
    
    Payment
    
    
    Other (1)
    
    
    July 31, 2009Severance and stay bonuses
    
    $
    
    
    
    $
    952
    
    
    $
    
    
    
    $
    
    
    
    $
    952Benefits and employer taxes
    
    
    
    
    
    
    98
    
    
    
    
    
    
    
    
    
    
    
    98Travel and other
    
    
    
    
    
    
    54
    
    
    
    (8
    )
    
    
    24
    
    
    
    70Total restructuring
    
    $
    
    
    
    $
    1,104
    
    
    $
    (8
    )
    
    $
    24
    
    
    $
    1,120
 
 (1)
    
Represents difference in end of period and for the
period foreign exchange rates.
 6. LONG-TERM DEBT AND OTHER LONG-TERM LIABILITIES
  July 31,2009
    
    
    2008Operating leases (a)
    
    $
    2,742
    
    
    $
    2,327Deferred compensation
    
    
    695
    
    
    
    1,440Deferred income taxes
    
    
    2,031
    
    
    
    442Total other long-term liabilties
    
    $
    5,468
    
    
    $
    4,209
 
     F-16




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##### Table of Contents



7. COMMITMENTS AND CONTINGENCIES
    OperatingLeases2010
    
    $
    11,6912011
    
    
    9,2402012
    
    
    6,4312013
    
    
    4,5652014
    
    
    2,830Thereafter
    
    
    2,206$
    36,964
      F-17




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##### Table of Contents



8. INCOME TAXES
  Years ended July 31,2009
    
    
    2008
    
    
    2007Canada
    
    $
    5,180
    
    
    $
    10,598
    
    
    $
    10,547United States
    
    
    9,136
    
    
    
    14,907
    
    
    
    12,990$
    14,316
    
    
    $
    25,505
    
    
    $
    23,537
 F-18




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##### Table of Contents



Years ended July 31,2009
    
    
    2008
    
    
    2007Current tax expense:Canada
    
    $
    2,017
    
    
    $
    3,509
    
    
    $
    1,641United States  Federal
    
    
    2,320
    
    
    
    3,893
    
    
    
    2,935United States  States
    
    
    406
    
    
    
    848
    
    
    
    631Total current tax expense
    
    
    4,743
    
    
    
    8,250
    
    
    
    5,207Deferred tax expense (credit):Canada
    
    
    (334
    )
    
    
    12
    
    
    
    50United States  Federal
    
    
    984
    
    
    
    1,242
    
    
    
    3,021United States  States
    
    
    173
    
    
    
    218
    
    
    
    297Total deferred tax expense
    
    
    823
    
    
    
    1,472
    
    
    
    3,368Total income tax provision
    
    $
    5,566
    
    
    $
    9,722
    
    
    $
    8,575
  F-19




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##### Table of Contents



July 31,2009
    
    
    2008Deferred tax asset:Allowance for doubtful accounts
    
    $
    351
    
    
    $
    276Accrued vacation
    
    
    715
    
    
    
    690Accrued liabilities and other
    
    
    3,078
    
    
    
    2,414Stock option expense
    
    
    950
    
    
    
    602Deferred compensation
    
    
    237
    
    
    
    543WOTC tax credit carryforward
    
    
    125
    
    
    
    125Capitalized start-up costs
    
    
    35
    
    
    
    35Total deferred tax benefits
    
    
    5,491
    
    
    
    4,685Less valuation allowance
    
    
    
    
    
    
    Net deferred tax asset
    
    
    5,491
    
    
    
    4,685Deferred tax liability:Fixed assets
    
    
    (632
    )
    
    
    (1,185
    )Amortization of intangibles
    
    
    (2,620
    )
    
    
    (438
    )Total deferred tax liability
    
    
    (3,252
    )
    
    
    (1,623
    )Net deferred tax asset
    
    $
    2,239
    
    
    $
    3,062Financial statements:Current deferred tax asset
    
    $
    4,270
    
    
    $
    3,504Non-current deferred tax liability
    
    $
    2,031
    
    
    $
    442
       F-20




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##### Table of Contents



Years ended July 31,2009
    
    
    2008
    
    
    2007Income taxes at statutory rate
    
    $
    4,867
    
    
    $
    8,927
    
    
    $
    8,003Effect on taxes resulting from:State taxes
    
    
    579
    
    
    
    1,066
    
    
    
    928Foreign refunds
    
    
    (78
    )
    
    
    (182
    )
    
    
    (1,971
    )Decrease in foreign tax credit
    
    
    
    
    
    
    
    
    
    
    3,608Decrease in valuation allowance
    
    
    
    
    
    
    
    
    
    
    (1,724
    )Other (including permanent differences)
    
    
    198
    
    
    
    (89
    )
    
    
    (269
    )$
    5,566
    
    
    $
    9,722
    
    
    $
    8,575
 9. RESERVE FOR DOUBTFUL ACCOUNTS
  Balance at
    
    Additions Charges
    
    
    
    
    
    BalanceBeginning of
    
    to Costs and
    
    
    
    
    
    at End ofYear
    
    Expenses
    
    Deductions
    
    YearFiscal year ended:July 31, 2009
    
    $
    915
    
    
    $
    1,487
    
    
    $
    601
    
    
    $
    1,801July 31, 2008
    
    
    866
    
    
    
    1,039
    
    
    
    990
    
    
    
    915July 31, 2007
    
    
    676
    
    
    
    499
    
    
    
    309
    
    
    
    866
 10. STOCK OPTION PLAN
  F-21




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##### Table of Contents



WeightedNumber of
    
    
    AverageShares
    
    
    Exercise PriceNumber of shares under option:Outstanding at beginning of year
    
    
    512,250
    
    
    $
    20.66Granted
    
    
    186,645
    
    
    
    26.01Exercised
    
    
    (15,750
    )
    
    
    7.82Forfeited
    
    
    (35,500
    )
    
    
    26.09Outstanding at end of year
    
    
    647,645
    
    
    
    22.22Exercisable at end of year
    
    
    274,000
    
    
    
    17.73
  Weighted Avg.Number of
    
    
    Grant Date FairShares
    
    
    ValueNumber of nonvested shares:Nonvested at beginning of year
    
    
    329,600
    
    
    $
    12.52Granted
    
    
    171,645
    
    
    
    11.00Vested
    
    
    (117,000
    )
    
    
    11.07Forfeited
    
    
    (10,600
    )
    
    
    12.97Nonvested at end of year
    
    
    373,645
    
    
    
    11.78
  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
    
    
    210,900
    
    
    
    5.81
    
    
    $
    14.35
    
    
    
    163,900
    
    
    
    5.45
    
    
    $
    13.66$20.40 - 29.22
    
    
    436,745
    
    
    
    8.21
    
    
    
    26.02
    
    
    
    110,100
    
    
    
    7.56
    
    
    
    23.79647,645
    
    
    
    7.43
    
    
    $
    22.22
    
    
    
    274,000
    
    
    
    6.30
    
    
    $
    17.73
   F-22




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##### Table of Contents



Years ended July 31,2009
    
    2008
    
    2007Weighted average grant date fair
value for options granted
    
    $
    10.12
    
    
    $
    14.80
    
    
    $
    11.97Total Intrinsic value of shares
underlying options:Options exercised
    
    $0.1 million
    
    $2.1 million
    
    $1.9 millionOptions becoming exercisable
    
    $0.0 million
    
    $0.8 million
    
    $1.0 million
 11. REPURCHASE OF EQUITY SECURITIES
  12. EMPLOYEES DEFINED CONTRIBUTION PLAN
  13. OTHER INCOME
    F-23




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##### Table of Contents



Year endedJuly 31,2009
    
    
    2008
    
    
    2007Income before income taxes - As reported
    
    $
    14,316
    
    
    $
    25,505
    
    
    $
    23,537Income from transfer pricing (foreign exchange
gain and interest income)
    
    
    
    
    
    
    
    
    
    
    1,362Income before income taxes - Excluding
transfer pricing effects
    
    $
    14,316
    
    
    $
    25,505
    
    
    $
    22,175Income taxes - As reported
    
    $
    5,566
    
    
    $
    9,722
    
    
    $
    8,575Income tax effects (foreign exchange
gain, interest income and intercompany services)
    
    
    
    
    
    
    
    
    
    
    390Income taxes - Excluding transfer pricing effects
    
    $
    5,566
    
    
    $
    9,722
    
    
    $
    8,185Net income - As reported
    
    $
    8,750
    
    
    $
    15,783
    
    
    $
    14,962Net income - Excluding transfer pricing effects
    
    $
    8,750
    
    
    $
    15,783
    
    
    $
    13,990Net income from the transfer pricing transactions
    
    $
    
    
    
    $
    
    
    
    $
    972Earnings per share:Basic - As reported
    
    $
    0.89
    
    
    $
    1.55
    
    
    $
    1.41Transfer pricing adjustment
    
    
    
    
    
    
    
    
    
    
    0.09Basic - Excluding transfer pricing effects
    
    $
    0.89
    
    
    $
    1.55
    
    
    $
    1.32Fully diluted - As reported
    
    $
    0.89
    
    
    $
    1.53
    
    
    $
    1.39Transfer pricing adjustment
    
    
    
    
    
    
    
    
    
    
    0.09Basic - Excluding transfer pricing effects
    
    $
    0.89
    
    
    $
    1.53
    
    
    $
    1.30
 14. GEOGRAPHIC AREA INFORMATION
  F-24




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##### Table of Contents



UnitedStates
    
    Canada
    
    Total2009Sales
    
    $
    257,623
    
    
    $
    144,486
    
    
    $
    402,109Operating income
    
    
    7,834
    
    
    
    6,248
    
    
    
    14,082Identifiable assets
    
    
    91,522
    
    
    
    37,977
    
    
    
    129,499Goodwill, net
    
    
    36,111
    
    
    
    11,385
    
    
    
    47,496Capital expenditures
    
    
    5,836
    
    
    
    417
    
    
    
    6,253Depreciation and amortization
    
    
    2,901
    
    
    
    539
    
    
    
    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, net
    
    
    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
    
    
    
    
    
    
    
    102007Sales
    
    $
    257,025
    
    
    $
    156,749
    
    
    $
    413,774Operating income
    
    
    9,896
    
    
    
    11,861
    
    
    
    21,757Identifiable assets
    
    
    91,334
    
    
    
    29,706
    
    
    
    121,040Goodwill, net
    
    
    36,111
    
    
    
    11,502
    
    
    
    47,613Capital expenditures
    
    
    4,579
    
    
    
    382
    
    
    
    4,961Depreciation and amortization
    
    
    2,079
    
    
    
    278
    
    
    
    2,357Amortization
of deferred bank financing fees
    
    
    28
    
    
    
    
    
    
    
    28
 F-25




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##### Table of Contents



15. QUARTERLY DATA (Unaudited)
  Quarter EndedOctober 31,
    
    
    January 31,
    
    
    April 30,
    
    
    July 31,2009Sales
    
    $
    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
    
    
    
    642008Sales
    
    $
    111,752
    
    
    $
    111,957
    
    
    $
    112,976
    
    
    $
    119,092Operating income
    
    
    6,384
    
    
    
    5,242
    
    
    
    6,023
    
    
    
    7,572Net income
    
    
    3,994
    
    
    
    3,419
    
    
    
    3,774
    
    
    
    4,596Net income per share:Basic
    
    
    0.39
    
    
    
    0.33
    
    
    
    0.37
    
    
    
    0.45Assuming dilution
    
    
    0.39
    
    
    
    0.33
    
    
    
    0.37
    
    
    
    0.45Average shares outstanding
    
    
    10,174
    
    
    
    10,232
    
    
    
    10,243
    
    
    
    10,181Number of business days
    
    
    64
    
    
    
    60
    
    
    
    63
    
    
    
    64
 
 (1)
    
    Includes one-time special bonus to former CEO of $1.5 million.(2)
    
    Includes restructuring charge of $1.1 million. F-26




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber

    
    
    
    Description3.1
    (2)
    
    
    
    Restated Certificate of Incorporation of Dynamex Inc.3.2
    (3)
    
    
    
    Bylaws, as amended and restated, of Dynamex Inc.10.1
    (4)
    
    
    
    Amendment No. 2 to Employment Agreement of Richard K. McClelland.10.2
    (3)
    
    
    
    Dynamex Inc. Amended and Restated 1996 Stock Option Plan.10.3
    (2)
    
    
    
    Marketing and Transportation Services Agreement, between Purolator
Courier Ltd. and Parcelway Courier Systems Canada Ltd., dated November
20, 1995.10.4
    (2)
    
    
    
    Form of Indemnity Agreements with Executive Officers and Directors.10.14
    (5)
    
    
    
    Credit Agreement by and among the Company and Bank of America N.A., as administrative
agent for the lenders therein, dated March 2, 2004.10.14
    (6)
    
    
    
    First Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated
April 22, 2005.10.14
    (7)
    
    
    
    Second Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated
November 10, 2005.10.14
    (7)
    
    
    
    Third Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated
December 23, 2005 (but effective as of October 31, 2005).10.14
    (8)
    
    
    
    Fourth Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated
April 22, 2005.10.14
    (9)
    
    
    
    Fifth Amendment to the $30,000,000 Revolving Credit Facility by and among the Company
and Bank of America, N.A., as administrative agent and a lender, dated October 5,
2006.10.14
    (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, 2009.10.15
    (11)
    
    
    
    Dynamex Inc. 2008 Equity Compensation Plan11.1
    
    
    
    
    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 Seidman, LLP.31.1
    (1)
    
    
    
    Certification of Chief Executive Officer of the Registrant, pursuant to 17 CFR 240.13a  14(a)
Or 17 CFR 240.15d  14(a)31.2
    (1)
    
    
    
    Certification of Chief Financial Officer of the Registrant, pursuant to 17 CFR 240.13a  14(a)
Or 17 CFR 240.15d  14(a)32.1
    (1)
    
    
    
    Certification of Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    (1)
    
    
    
    Certification of Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Filed herewith.(2)
    
    Filed as an exhibit to the 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




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##### Table of Contents



(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. E-2