##### 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, 2005
 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.)1870 Crown Drive, Dallas, Texas
    
    75234(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:
(214) 561-7500
 Securities registered pursuant to Section 12 of the Act:
Common Stock, $.01 par value
Preferred Stock Purchase Rights
 Securities registered pursuant to Section 12 of the Act:
None
 þ o
 þ
 o þ
 þ o




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TABLE OF CONTENTS
 
 PagePART IITEM 1.
    
    BUSINESS
    
    
    2ITEM 2.
    
    PROPERTIES
    
    
    10ITEM 3.
    
    LEGAL PROCEEDINGS
    
    
    11ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    12PART IIITEM 5.
    
    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    13ITEM 6.
    
    SELECTED FINANCIAL DATA
    
    
    14ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
    
    
    15ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
    
    
    24ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    25ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    25ITEM 9A.
    
    CONTROLS AND PROCEDURES
    
    
    25ITEM 9B.
    
    OTHER INFORMATION
    
    
    25PART IIIITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    26ITEM 11.
    
    EXECUTIVE COMPENSATION
    
    
    26ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    
    
    26ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
    
    26ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    26PART IVITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
    
    
    27SubsidiariesConsent of BDO Seidman, LLPCertification of CEOCertification of CFOCertification of CEOCertification of CFO
  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 and Regional Accounts
 Create Strategic Alliances
 Services
  Same-Day On-Demand Delivery
 Same-Day Local and Regional Distribution
 3




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Outsourcing Services.
    Operations
  Same-Day On-Demand Delivery.
 4




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




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Customers
   Competition
     Regulation
   6




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Safety
  Intellectual Property
  Employees
   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.
 Highly Competitive Industry
  Claims Exposure
  7




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Certain Tax Matters Related to Drivers
   Local Delivery Industry; General Economic Conditions
  Foreign Exchange
  8




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Permits and Licensing
  Dependence on Key Personnel
  Technological Advances
  Dependence on Availability of Qualified Delivery Personnel
  Acquisition Strategy; Possible Need for Additional Financing
  Volatility of Stock Price
  9




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Fuel Costs
  Available Information
 HTTP://WWW.DYNAMEX.COM HTTP://WWW.SEC.GOV
 
 ITEM 2. PROPERTIES
  Number ofLocation
    
    Leased PropertiesCanadaAlberta
    
    
    4British Columbia
    
    
    5Manitoba
    
    
    2Newfoundland
    
    
    1Nova Scotia
    
    
    1Ontario
    
    
    10Quebec
    
    
    3Saskatchewan
    
    


2Canadian Total
    
    
    28
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Number ofLocation
    
    Leased PropertiesUnited
StatesArizona
    
    
    1California
    
    
    8Colorado
    
    
    1Connecticut
    
    
    1Florida
    
    
    1Georgia
    
    
    1Illinois
    
    
    2Indiana
    
    
    2Kansas
    
    
    1Maryland
    
    
    1Massachusetts
    
    
    1Minnesota
    
    
    1Missouri
    
    
    2Nevada
    
    
    1New Jersey
    
    
    1New York
    
    
    6North Carolina
    
    
    1Ohio
    
    
    1Pennsylvania
    
    
    2Tennessee
    
    
    1Texas
    
    
    6Virginia
    
    
    3Washington
    
    
    2United States Total
    
    
    47
   
 ITEM 3. LEGAL PROCEEDINGS
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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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
 BidFiscal 2005
    
    High
    
    
    LowFirst Quarter
    
    $
    21.40
    
    
    $
    12.74Second Quarter
    
    
    22.03
    
    
    
    16.81Third Quarter
    
    
    20.98
    
    
    
    15.00Fourth Quarter
    
    
    18.80
    
    
    
    15.50Fiscal 2004First Quarter
    
    $
    10.00
    
    
    $
    7.59Second Quarter
    
    
    13.10
    
    
    
    9.80Third Quarter
    
    
    14.99
    
    
    
    11.00Fourth Quarter
    
    
    15.85
    
    
    
    12.84
 Holders
 Dividends
 Common Stock Repurchase
 Securities Authorized for Issuance Under Equity Compensation Plans
 Plan category
    
    Number of securities to be
    
    
    
    
    
    
    Number of securitiesissued upon exercise of
    
    
    Weighted-average exercise
    
    
    remaining available foroutstanding options,
    
    
    price of outstanding
    
    
    future issuance under equitywarrants and rights
    
    
    options, warrants and rights
    
    
    compensation plansEquity compensation plans
approved by security
holders
    
    
    630,780
    
    
    $
    7.68
    
    
    
    578,356Equity compensation plans
not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    630,780
    
    
    $
    7.68
    
    
    
    578,356
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ITEM 6. SELECTED FINANCIAL DATA
  Years ending July 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001(in thousands, except per share amounts)Statements of operations data:Sales
    
    $
    321,103
    
    
    $
    287,856
    
    
    $
    250,801
    
    
    $
    235,945
    
    
    $
    249,414Cost of sales
    
    
    232,023
    
    
    
    206,487
    
    
    
    177,850
    
    
    
    165,919
    
    
    
    172,908Gross profit
    
    
    89,080
    
    
    
    81,369
    
    
    
    72,951
    
    
    
    70,026
    
    
    
    76,506Selling, general and
administrative expenses (1)
    
    
    69,049
    
    
    
    64,026
    
    
    
    58,417
    
    
    
    56,944
    
    
    
    60,739Depreciation and amortization
    
    
    1,648
    
    
    
    1,890
    
    
    
    2,124
    
    
    
    2,957
    
    
    
    7,414Recovery for loss on settlement of
shareholder class action lawsuit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (695
    )(Gain) loss on disposal of
property and equipment
    
    
    (21
    )
    
    
    (41
    )
    
    
    19
    
    
    
    (21
    )
    
    
    (403
    )Operating income
    
    
    18,404
    
    
    
    15,494
    
    
    
    12,391
    
    
    
    10,146
    
    
    
    9,451Interest expense, net
    
    
    466
    
    
    
    1,406
    
    
    
    2,194
    
    
    
    3,065
    
    
    
    5,184Other (income) expense, net
    
    
    (226
    )
    
    
    (182
    )
    
    
    (340
    )
    
    
    414
    
    
    
    (219
    )Income before income taxes
    
    
    18,164
    
    
    
    14,270
    
    
    
    10,537
    
    
    
    6,667
    
    
    
    4,486Income taxes
    
    
    6,979
    
    
    
    1,437
    
    
    
    2,959
    
    
    
    3,658
    
    
    
    2,461Income before accounting change
    
    $
    11,185
    
    
    $
    12,833
    
    
    $
    7,578
    
    
    $
    3,009
    
    
    $
    2,025Income per share before
accounting changebasic
    
    $
    0.97
    
    
    $
    1.13
    
    
    $
    0.68
    
    
    $
    0.28
    
    
    $
    0.20diluted
    
    $
    0.95
    
    
    $
    1.11
    
    
    $
    0.67
    
    
    $
    0.28
    
    
    $
    0.20Weighted average common shares
outstanding:basic
    
    
    11,544
    
    
    
    11,314
    
    
    
    11,208
    
    
    
    10,614
    
    
    
    10,207diluted
    
    
    11,804
    
    
    
    11,532
    
    
    
    11,364
    
    
    
    10,651
    
    
    
    10,237Other data:Earnings before interest, taxes,
depreciation and
amortization (EBITDA) (2)Income before accounting change
    
    $
    11,185
    
    
    $
    12,833
    
    
    $
    7,578
    
    
    $
    3,009
    
    
    $
    2,025Adjustments:Income taxes
    
    
    6,979
    
    
    
    1,437
    
    
    
    2,959
    
    
    
    3,658
    
    
    
    2,461Interest expense, net
    
    
    466
    
    
    
    1,406
    
    
    
    2,194
    
    
    
    3,065
    
    
    
    5,184Depreciation and amortization
    
    
    1,648
    
    
    
    1,890
    
    
    
    2,124
    
    
    
    2,957
    
    
    
    7,414EBITDA
    
    $
    20,278
    
    
    $
    17,566
    
    
    $
    14,855
    
    
    $
    12,689
    
    
    $
    17,084
 July 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001(in thousands)Balance sheet data:Working capital
    
    $
    22,917
    
    
    $
    16,704
    
    
    $
    7,779
    
    
    $
    9,319
    
    
    $
    9,359Total assets
    
    
    109,475
    
    
    
    102,072
    
    
    
    95,541
    
    
    
    93,870
    
    
    
    121,912Long-term debt, excluding current portion
    
    
    8
    
    
    
    10,000
    
    
    
    14,116
    
    
    
    25,531
    
    
    
    32,198Stockholders equity
    
    
    83,896
    
    
    
    69,310
    
    
    
    54,328
    
    
    
    45,124
    
    
    
    59,990
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1)
    
    Selling, general and administrative expenses include salaries, wages and employee benefits
as well as selling, general and administrative expenses.2)
    
    EBITDA is defined as income excluding interest, taxes, depreciation and amortization of
goodwill and other assets (as presented on the face of the income statement). EBITDA is
supplementally presented because management believes that it is a widely accepted financial
indicator of a companys ability to service and/or incur indebtedness, maintain current
operating levels of fixed assets and acquire additional operations and businesses. EBITDA
should not be considered as a substitute for statement of income or cash flow data from the
Companys financial statements, which have been prepared in accordance with accounting
principles generally accepted in the U.S. In addition, the Companys definition of EBITDA may
not be identical to similarly entitled measures used by other companies.
 
 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
       15




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Critical Accounting Policies
  Use
of estimates 
 Intangibles 
 16




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Self-insured claims liability
 Allowance for doubtful accounts
 Income taxes  .
  Stock-based compensation
  17




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Foreign
currency translation  .
 Results of Operations
  Years Ended July 31,2005
    
    
    2004
    
    
    2003Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales:Purchased transportation
    
    
    64.3
    %
    
    
    62.7
    %
    
    
    62.4
    %Other
    
    
    8.0
    %
    
    
    9.0
    %
    
    
    8.5
    %Cost of sales
    
    
    72.3
    %
    
    
    71.7
    %
    
    
    70.9
    %Gross profit
    
    
    27.7
    %
    
    
    28.3
    %
    
    
    29.1
    %Selling, general and administrative:Salaries and employee benefits
    
    
    14.8
    %
    
    
    15.5
    %
    
    
    16.1
    %Other
    
    
    6.7
    %
    
    
    6.7
    %
    
    
    7.2
    %Selling, general and administrative
    
    
    21.5
    %
    
    
    22.2
    %
    
    
    23.3
    %Depreciation and amortization
    
    
    0.5
    %
    
    
    0.7
    %
    
    
    0.8
    %(Gain) loss on sale of property and equipment
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Operating income
    
    
    5.7
    %
    
    
    5.4
    %
    
    
    5.0
    %Interest expense
    
    
    0.1
    %
    
    
    0.5
    %
    
    
    0.9
    %Other income
    
    
    -0.1
    %
    
    
    -0.1
    %
    
    
    -0.1
    %Income before income taxes
    
    
    5.7
    %
    
    
    5.0
    %
    
    
    4.2
    %Income taxes
    
    
    2.2
    %
    
    
    0.5
    %
    
    
    1.2
    %Income before accounting change
    
    
    3.5
    %
    
    
    4.5
    %
    
    
    3.0
    %
 Year Ended July 31, 2005 Compared to Year Ended July 31, 2004
  18




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th
     19




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Year Ended July 31, 2004 Compared to Year Ended July 31, 2003
        20




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Liquidity and Capital Resources
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Contractual Obligations
  Less thanTotal
    
    
    1 year
    
    
    1 - 3 years
    
    
    3 - 5 years
    
    
    ThereafterCapital leases
    
    $
    8
    
    
    $
    
    
    
    $
    8
    
    
    $
    
    
    
    $
    Operating leases
    
    
    18,922
    
    
    
    6,592
    
    
    
    8,416
    
    
    
    3,665
    
    
    
    249Total
    
    $
    18,930
    
    
    $
    6,592
    
    
    $
    8,424
    
    
    $
    3,665
    
    
    $
    249
  Income Taxes
   22




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Inflation
  Financial Condition
  Recent Accounting Pronouncements
     Safe Harbor Statement Under The Private Securities Litigation Reform Act:
   
    
    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.
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
    
    A change in the current tax status of courier drivers from independent contractor
drivers to employees or a change in the treatment of the reimbursement of vehicle operating
costs to employee drivers.
    
    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
  24




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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
  25




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PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
   
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 Financial Statements
  Financial Statement Schedules
  Exhibits
  Reports on Form 8-K
  27




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SIGNATURES
  
  
 
  Name
    
    Title/s/ Richard K. McClelland

Richard K. McClelland
    
    Chairman of the Board, Chief Executive
Officer, President and Director
(Principal Executive Officer)/s/ Ray E. Schmitz

Ray E. Schmitz
    
    Vice President, Chief Financial Officer
(Principal Financial Officer)/s/ Samuel T. Hicks

Samuel T. Hicks
    
    Corporate Controller
(Principal Accounting Officer)/s/ Wayne Kern

Wayne Kern
    
    Director/s/ Stephen P. Smiley

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

Brian J. Hughes
    
    Director/s/ Kenneth H. Bishop

Kenneth H. Bishop
    
    Director/s/ Bruce E. Ranck

Bruce E. Ranck
    
    Director
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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, 2005 and 2004
    
    
    F-5Consolidated Statements of Operations for the fiscal years ended
July 31, 2005, 2004 and 2003
    
    
    F-6Consolidated Statements of Stockholders Equity for the fiscal years ended
July 31, 2005, 2004 and 2003
    
    
    F-7Consolidated Statements of Cash Flows for the fiscal years ended
July 31, 2005, 2004 and 2003
    
    
    F-8Notes to the Consolidated Financial Statements
    
    
    F-9
 F-1




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MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
     /s/ Richard K. McClelland
    
    /s/ Ray E. SchmitzRichard K. McClelland
    
    Ray E. SchmitzChairman of the Board, Chief Executive
    
    Vice President, Chief Financial OfficerOfficer, President and Director
    
    (Principal Financial Officer)(Principal Executive Officer)
 F-2




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal Control  Integrated
Framework
  
  
 F-3




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




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DYNAMEX INC.
 2005
    
    
    2004ASSETSCURRENTCash and cash equivalents
    
    $
    11,678
    
    
    $
    7,927Accounts receivable (net of allowance for doubtful
accounts of $767 and $751, respectively)
    
    
    31,703
    
    
    
    27,355Prepaid and other current assets
    
    
    3,115
    
    
    
    1,825Deferred income taxes
    
    
    1,992
    
    
    
    2,359Total current assets
    
    
    48,488
    
    
    
    39,466PROPERTY AND EQUIPMENT  net
    
    
    5,597
    
    
    
    4,731GOODWILL
    
    
    46,088
    
    
    
    45,271INTANGIBLES  net
    
    
    463
    
    
    
    475DEFERRED INCOME TAXES
    
    
    7,625
    
    
    
    10,910OTHER
    
    
    1,214
    
    
    
    1,219Total assets
    
    $
    109,475
    
    
    $
    102,072LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable trade
    
    $
    11,145
    
    
    $
    5,216Accrued liabilities
    
    
    14,426
    
    
    
    17,546Current portion of long-term debt
    
    
    
    
    
    
    Total current liabilities
    
    
    25,571
    
    
    
    22,762LONG-TERM DEBT
    
    
    8
    
    
    
    10,000Total liabilities
    
    
    25,579
    
    
    
    32,762COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITYPreferred stock; $0.01 par value, 10,000 shares
authorized; none outstanding
    
    
    
    
    
    
    Common stock; $0.01 par value, 50,000 shares authorized;
11,612 and 11,435 outstanding, respectively
    
    
    116
    
    
    
    114Additional paid-in capital
    
    
    77,196
    
    
    
    75,309Retained earnings (accumulated deficit)
    
    
    3,768
    
    
    
    (7,417
    )Accumulated other comprehensive income:Cumulative translation adjustment
    
    
    2,816
    
    
    
    1,304Total stockholders equity
    
    
    83,896
    
    
    
    69,310Total liabilities and stockholders equity
    
    $
    109,475
    
    
    $
    102,072
  F-5




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##### Table of Contents



DYNAMEX INC.
 2005
    
    
    2004
    
    
    2003Sales
    
    $
    321,103
    
    
    $
    287,856
    
    
    $
    250,801Cost of sales:Purchased transportation
    
    
    206,316
    
    
    
    180,509
    
    
    
    156,611Other direct costs
    
    
    25,707
    
    
    
    25,978
    
    
    
    21,239Cost of sales
    
    
    232,023
    
    
    
    206,487
    
    
    
    177,850Gross profit
    
    
    89,080
    
    
    
    81,369
    
    
    
    72,951Selling, general and administrative expenses:Salaries and employee benefits
    
    
    47,606
    
    
    
    44,632
    
    
    
    40,443Other
    
    
    21,443
    
    
    
    19,394
    
    
    
    17,974Selling, general and administrative expenses
    
    
    69,049
    
    
    
    64,026
    
    
    
    58,417Depreciation and amortization
    
    
    1,648
    
    
    
    1,890
    
    
    
    2,124(Gain) loss on disposal of property and equipment
    
    
    (21
    )
    
    
    (41
    )
    
    
    19Operating income
    
    
    18,404
    
    
    
    15,494
    
    
    
    12,391Interest expense
    
    
    466
    
    
    
    1,406
    
    
    
    2,194Other income, net
    
    
    (226
    )
    
    
    (182
    )
    
    
    (340
    )Income before income taxes
    
    
    18,164
    
    
    
    14,270
    
    
    
    10,537Income taxes
    
    
    6,979
    
    
    
    1,437
    
    
    
    2,959Net income
    
    $
    11,185
    
    
    $
    12,833
    
    
    $
    7,578Basic earnings per common share
    
    $
    0.97
    
    
    $
    1.13
    
    
    $
    0.68Diluted earnings per common share
    
    $
    0.95
    
    
    $
    1.11
    
    
    $
    0.67Weighted average shares:Common shares outstanding
    
    
    11,544
    
    
    
    11,314
    
    
    
    11,208Adjusted common shares  assuming
exercise of stock options
    
    
    11,804
    
    
    
    11,532
    
    
    
    11,364
  F-6




---



##### Table of Contents



DYNAMEX INC.
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    (Deficit)
    
    
    Income (Loss)
    
    
    TotalBALANCE AT JULY 31, 2002
    
    
    11,207
    
    
    $
    112
    
    
    $
    74,062
    
    
    $
    (27,828
    )
    
    $
    (1,222
    )
    
    $
    45,124Issuance of common stock
    
    
    1
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,578
    
    
    
    
    
    
    
    7,578Unrealized foreign currency
translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,624
    
    
1,624Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,202BALANCE AT JULY 31, 2003
    
    
    11,208
    
    
    
    112
    
    
    
    74,064
    
    
    
    (20,250
    )
    
    
    402
    
    
    
    54,328Issuance of
common stock, including tax benefit of $164
    
    
    227
    
    
    
    2
    
    
    
    927
    
    
    
    
    
    
    
    
    
    
    
    929Stock option compensation
    
    
    
    
    
    
    
    
    
    
    318
    
    
    
    
    
    
    
    
    
    
    
    318Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,833
    
    
    
    
    
    
    
    12,833Unrealized foreign currency
translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    902
    
    
902Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,735BALANCE AT JULY 31, 2004
    
    
    11,435
    
    
    $
    114
    
    
    $
    75,309
    
    
    $
    (7,417
    )
    
    $
    1,304
    
    
    $
    69,310Issuance of
common stock, including tax benefit of $317
    
    
    177
    
    
    
    2
    
    
    
    1,428
    
    
    
    
    
    
    
    
    
    
    
    1,430Stock option compensation
    
    
    
    
    
    
    
    
    
    
    459
    
    
    
    
    
    
    
    
    
    
    
    459Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,185
    
    
    
    
    
    
    
    11,185Unrealized foreign currency
translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,512
    
    

1,512Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,697BALANCE AT JULY 31, 2005
    
    
    11,612
    
    
    $
    116
    
    
    $
    77,196
    
    
    $
    3,768
    
    
    $
    2,816
    
    
    $
    83,896
  F-7




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##### Table of Contents



DYNAMEX INC.
 2005
    
    
    2004
    
    
    2003OPERATING ACTIVITIESNet income (loss)
    
    $
    11,185
    
    
    $
    12,833
    
    
    $
    7,578Adjustments to reconcile net income (loss) to net cash provided
by operating activities:Depreciation and amortization
    
    
    1,648
    
    
    
    1,890
    
    
    
    2,124Amortization of deferred bank financing fees
    
    
    59
    
    
    
    610
    
    
    
    632Provision for losses on accounts receivable
    
    
    531
    
    
    
    919
    
    
    
    896Stock option compensation
    
    
    459
    
    
    
    318
    
    
    
    Deferred income taxes
    
    
    3,652
    
    
    
    (1,229
    )
    
    
    1,024Tax benefit realized by exercise of stock options
    
    
    317
    
    
    
    164
    
    
    
    (Gain) loss on disposal of property and equipment
    
    
    (21
    )
    
    
    (41
    )
    
    
    19Changes in current operating assets and liabilities:Accounts receivable
    
    
    (4,879
    )
    
    
    (2,165
    )
    
    
    (3,840
    )Prepaids and other current assets
    
    
    (929
    )
    
    
    628
    
    
    
    770Accounts payable and accrued liabilities
    
    
    2,812
    
    
    
    1,393
    
    
    
    3,932Net cash provided by operating activities
    
    
    14,834
    
    
    
    15,320
    
    
    
    13,135INVESTING ACTIVITIESPurchase of property and equipment
    
    
    (2,423
    )
    
    
    (2,243
    )
    
    
    (1,744
    )Cash payment for acquisition
    
    
    (100
    )
    
    
    
    
    
    
    Net proceeds from disposal of property and equipment
    
    
    28
    
    
    
    12
    
    
    
    56Purchase of investments
    
    
    (358
    )
    
    
    
    
    
    
    Net cash used in investing activities
    
    
    (2,853
    )
    
    
    (2,231
    )
    
    
    (1,688
    )FINANCING ACTIVITIESPrincipal payments on long-term debt
    
    
    (2
    )
    
    
    (2,979
    )
    
    
    (6,991
    )Net payments under line of credit
    
    
    (10,000
    )
    
    
    (6,866
    )
    
    
    (4,475
    )Proceeds from stock option exercise
    
    
    1,113
    
    
    
    765
    
    
    
    2Other assets
    
    
    (2
    )
    
    
    (752
    )
    
    
    (801
    )Net cash used in financing activities
    
    
    (8,890
    )
    
    
    (9,832
    )
    
    
    (12,265
    )EFFECT OF EXCHANGE RATES ON CASH
    
    
    661
    
    
    
    332
    
    
    
    667NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    3,751
    
    
    
    3,589
    
    
    
    (151
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    7,927
    
    
    
    4,338
    
    
    
    4,489CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    11,678
    
    
    $
    7,927
    
    
    $
    4,338SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid for interest
    
    $
    506
    
    
    $
    734
    
    
    $
    1,767Cash paid for taxes
    
    $
    2,872
    
    
    $
    2,124
    
    
    $
    1,413
  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 Dedicated Fleet Services, Inc. (U.S.)
    
    Dynamex Fleet Services, Inc. (U.S.)
    
    Dynamex Canada Corp. (Canada)
    
    Alpine Enterprises Ltd. (Canada)
    
    Roadrunner Transportation, Inc. (U.S.)
    
    New York Document Exchange Corp. (U.S.)
 Principles
of consolidation
 Use of
estimates
 Property and equipment
 Equipment
    
    3-7 yearsSoftware
    
    3-5 yearsFurniture
    
    7 yearsVehicles
    
    5 yearsLeasehold Improvements
    
    5 years
   Business and credit concentrations 
 F-9




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##### Table of Contents



Intangibles 
 Revenue
recognition
 Cash
and cash equivalents
 Allowance for doubtful accounts
 Financial
instruments
  Financing
costs
 F-10




---



##### Table of Contents



Self-insured claims liability 
 Income taxes  .
 Stock-based compensation
  Years ended July 31,2005
    
    
    2004
    
    
    2003Net income (loss):
    
    $
    11,185
    
    
    $
    12,833
    
    
    $
    7,578As reportedDeduct: Total stock based compensation expense
determined under fair value based method for
all awards, net of related tax effects
    
    
    
    
    
    
    
    
    
    
    416Pro forma
    
    $
    11,185
    
    
    $
    12,833
    
    
    $
    7,162Earnings (loss) per share  assuming dilution:Basic  as reported
    
    $
    0.97
    
    
    $
    1.13
    
    
    $
    0.68Basic  pro forma
    
    
    0.97
    
    
    
    1.13
    
    
    
    0.64Diluted  as reported
    
    
    0.95
    
    
    
    1.11
    
    
    
    0.67Diluted  pro forma
    
    
    0.95
    
    
    
    1.11
    
    
    
    0.63
 F-11




---



##### Table of Contents



Net
income (loss) per share
 Foreign
currency translation .
 New accounting pronouncements
    F-12




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##### Table of Contents



Reclassification
 2. COMPUTATION OF EARNINGS PER SHARE
  Years Ended July 31,2005
    
    
    2004
    
    
    2003Net income
    
    $
    11,185
    
    
    $
    12,833
    
    
    $
    7,578Weighted average common shares outstanding
    
    
    11,544
    
    
    
    11,314
    
    
    
    11,208Common share equivalents related to options
    
    
    260
    
    
    
    218
    
    
    
    156Common shares and common share equivalents
    
    
    11,804
    
    
    
    11,532
    
    
    
    11,364Basic earnings per common share
    
    $
    0.97
    
    
    $
    1.13
    
    
    $
    0.68Diluted earnings per common share
    
    $
    0.95
    
    
    $
    1.11
    
    
    $
    0.67
 3. INTANGIBLES
  July 31,2005
    
    
    2004Carrying amount:Deferred bank financing fees
    
    $
    126
    
    
    $
    124Customer lists
    
    
    80
    
    
    
    Trademarks
    
    
    470
    
    
    
    470676
    
    
    
    594Less accumulated amortization:Deferred bank financing fees
    
    
    (70
    )
    
    
    (11
    )Customer lists
    
    
    (13
    )
    
    
    Trademarks
    
    
    (130
    )
    
    
    (108
    )(213
    )
    
    
    (119
    )Intangibles  net
    
    $
    463
    
    
    $
    475
 F-13




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##### Table of Contents



4. PROPERTY AND EQUIPMENT
  July 31,2005
    
    
    2004Equipment
    
    $
    16,260
    
    
    $
    15,399Software
    
    
    6,921
    
    
    
    5,036Furniture
    
    
    1,985
    
    
    
    1,949Vehicles
    
    
    564
    
    
    
    618Leasehold improvements
    
    
    2,596
    
    
    
    2,656Other
    
    
    2
    
    
    
    96928,328
    
    
    
    26,627Less accumulated depreciation
    
    
    (22,731
    )
    
    
    (21,896
    )Property and equipment  net
    
    $
    5,597
    
    
    $
    4,731
 5. ACCRUED LIABILITIES
  July 31,2005
    
    
    2004Salaries and wages
    
    $
    2,967
    
    
    $
    5,135Independent contractor settlements
    
    
    3,364
    
    
    
    4,458Workers compensation
    
    
    1,951
    
    
    
    1,846Vacation
    
    
    1,824
    
    
    
    1,761Interest
    
    
    34
    
    
    
    51Deferred Revenue
    
    
    362
    
    
    
    285Taxes  other
    
    
    1,070
    
    
    
    1,036Other
    
    
    2,854
    
    
    
    2,974Total accrued liabilities
    
    $
    14,426
    
    
    $
    17,546
 6. LONG-TERM DEBT
  July 31,2005
    
    
    2004Revolving credit facility (a)
    
    $
    
    
    
    $
    10,000Bank credit agreement (b)
    
    
    
    
    
    
    Capital leases (c)
    
    
    8
    
    
    
    8
    
    
    
    10,000Less current portion
    
    
    
    
    
    
    Long-term debt
    
    $
    8
    
    
    $
    10,000
 F-14




---



##### Table of Contents



F-15




---



##### Table of Contents



2006
    
    $
    2007
    
    
    82008
    
    
    2009
    
    
    2010
    
    
    Thereafter
    
    
    $
    8
 7. COMMITMENTS AND CONTINGENCIES
    2006
    
    $
    6,5922007
    
    
    4,9452008
    
    
    3,4712009
    
    
    2,3682010
    
    
    1,297Thereafter
    
    
    250$
    18,922
       F-16




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##### Table of Contents



8. INCOME TAXES
  Years ended July 31,2005
    
    
    2004
    
    
    2003Canada
    
    $
    6,135
    
    
    $
    5,671
    
    
    $
    4,404United States
    
    
    12,029
    
    
    
    8,599
    
    
    
    6,133$
    18,164
    
    
    $
    14,270
    
    
    $
    10,537
  Years ended July 31,2005
    
    
    2004
    
    
    2003Current tax expense:Canada
    
    $
    2,091
    
    
    $
    2,051
    
    
    $
    1,619United States  Federal
    
    
    519
    
    
    
    89
    
    
    
    32United States  States
    
    
    717
    
    
    
    526
    
    
    
    284Total current tax expense
    
    
    3,327
    
    
    
    2,666
    
    
    
    1,935Deferred tax expense (benefit):Canada
    
    
    64
    
    
    
    27
    
    
    
    United States  Federal
    
    
    3,426
    
    
    
    (1,589
    )
    
    
    765United States  States
    
    
    162
    
    
    
    333
    
    
    
    259Total deferred tax expense (benefit)
    
    
    3,652
    
    
    
    (1,229
    )
    
    
    1,024Total income tax provision
    
    $
    6,979
    
    
    $
    1,437
    
    
    $
    2,959
  F-17




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##### Table of Contents



July 31,2005
    
    
    2004Deferred tax asset:Allowance for doubtful accounts
    
    $
    252
    
    
    $
    206Fixed assets
    
    
    18
    
    
    
    (311
    )Amortization of intangibles
    
    
    6,090
    
    
    
    7,413Accrued Vacation
    
    
    488
    
    
    
    454Accrued liabilities and other
    
    
    1,252
    
    
    
    1,699Stock option expense
    
    
    182
    
    
    
    121Deferred Compensation
    
    
    247
    
    
    
    Charitable contribution carryover
    
    
    
    
    
    
    Foreign tax credit carryforward
    
    
    2,104
    
    
    
    1,566WOTC tax credit carryforward
    
    
    127
    
    
    
    127State net operating loss carryforward
    
    
    597
    
    
    
    1,022Federal net operating loss carryforward
    
    
    157
    
    
    
    2,375Alternative minimum tax credit
    
    
    237
    
    
    
    127Total deferred tax benefits
    
    
    11,751
    
    
    
    14,799Less valuation allowance
    
    
    (1,294
    )
    
    
    (754
    )Net deferred tax asset
    
    
    10,457
    
    
    
    14,045Deferred tax liability:Fixed assets
    
    
    (840
    )
    
    
    (776
    )Total deferred tax liability
    
    
    (840
    )
    
    
    (776
    )Net deferred tax asset
    
    $
    9,617
    
    
    $
    13,269Financial statements:Current deferred tax asset
    
    $
    1,992
    
    
    $
    2,359Non-current deferred tax asset
    
    $
    7,625
    
    
    $
    10,910
  F-18




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##### Table of Contents



Year ofExpiration
    
    Amount2014
    
    $
    1,4342015
    
    
    670$
    2,104
    Years ended July 31,2005
    
    
    2004
    
    
    2003Income taxes at statutory rate
    
    $
    6,176
    
    
    $
    4,852
    
    
    $
    3,582Effect on taxes resulting from:State taxes
    
    
    879
    
    
    
    859
    
    
    
    599Foreign
    
    
    245
    
    
    
    227
    
    
    
    1,265(Increase) decrease in foreign tax credit
    
    
    (538
    )
    
    
    (627
    )
    
    
    (939
    )Increase (decrease) in valuation allowance
    
    
    540
    
    
    
    (3,523
    )
    
    
    (753
    )Foreign previously taxed income
    
    
    
    
    
    
    
    
    
    
    (1,107
    )Other (including permanent differences)
    
    
    (323
    )
    
    
    (351
    )
    
    
    312$
    6,979
    
    
    $
    1,437
    
    
    $
    2,959
 9. RESERVE FOR DOUBTFUL ACCOUNTS
  Balance at
    
    
    Additions Charges
    
    
    
    
    
    
    BalanceBeginning of
    
    
    to Costs and
    
    
    
    
    
    
    at End ofYear
    
    
    Expenses
    
    
    Deductions
    
    
    YearFiscal year ended:July 31, 2005
    
    $
    751
    
    
    $
    531
    
    
    $
    515
    
    
    $
    767July 31, 2004
    
    
    721
    
    
    
    919
    
    
    
    889
    
    
    
    751July 31, 2003
    
    
    562
    
    
    
    896
    
    
    
    737
    
    
    
    721
 10. STOCK OPTION PLAN
  F-19




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##### Table of Contents



Years ended July 31,2005
    
    
    2004
    
    
    2003Number of shares under option:Outstanding at beginning of year
    
    
    799,080
    
    
    
    861,180
    
    
    
    858,180Granted
    
    
    22,000
    
    
    
    181,000
    
    
    
    10,000Exercised
    
    
    (177,800
    )
    
    
    (226,480
    )
    
    
    (1,200
    )Canceled
    
    
    (12,500
    )
    
    
    (16,620
    )
    
    
    (5,800
    )Outstanding at end of year
    
    
    630,780
    
    
    
    799,080
    
    
    
    861,180Exercisable at end of year
    
    
    428,180
    
    
    
    516,600
    
    
    
    639,530Weighted average exercise price:Granted
    
    $
    15.95
    
    
    $
    13.89
    
    
    $
    3.83Exercised
    
    
    6.26
    
    
    
    3.38
    
    
    
    2.25Canceled
    
    
    14.10
    
    
    
    2.57
    
    
    
    9.25Outstanding at end of year
    
    
    7.68
    
    
    
    7.23
    
    
    
    4.73Exercisable at end of year
    
    
    6.51
    
    
    
    6.11
    
    
    
    5.61
  Stock Options Outstanding
    
    
    Stock Options ExercisableWeighted
    
    
    Weighted
    
    
    
    
    
    
    WeightedRange of
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageExercise Prices
    
    Shares
    
    
    Remaining Life
    
    
    Exercise Price
    
    
    Shares
    
    
    Exercise Price$1.40 - 2.24
    
    
    87,000
    
    
    
    5.07
    
    
    $
    1.49
    
    
    
    86,000
    
    
    $
    1.49$2.25 - 3.00
    
    
    190,350
    
    
    
    6.06
    
    
    
    2.30
    
    
    
    124,750
    
    
    
    2.30$3.01 - 7.00
    
    
    7,500
    
    
    
    7.45
    
    
    
    3.83
    
    
    
    7,500
    
    
    
    3.83$7.01 - 10.00
    
    
    52,500
    
    
    
    1.15
    
    
    
    7.91
    
    
    
    52,500
    
    
    
    7.91$10.01 - 12.00
    
    
    103,430
    
    
    
    2.60
    
    
    
    11.10
    
    
    
    103,430
    
    
    
    11.10$12.01 - 14.00
    
    
    180,000
    
    
    
    8.87
    
    
    
    13.89
    
    
    
    44,000
    
    
    
    13.56$14.01 - 19.00
    
    
    10,000
    
    
    
    9.45
    
    
    
    18.16
    
    
    
    10,000
    
    
    
    18.16630,780
    
    
    
    5.82
    
    
    $
    7.68
    
    
    
    428,180
    
    
    $
    6.51
 F-20




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##### Table of Contents



11. EMPLOYEES DEFINED CONTRIBUTION PLAN
  12. SHAREHOLDER RIGHTS AGREEMENT
  13. SEGMENT INFORMATION
  F-21




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##### Table of Contents



UnitedStates
    
    
    Canada
    
    
    Total2005Sales
    
    $
    213,718
    
    
    $
    107,385
    
    
    $
    321,103Operating income
    
    
    10,899
    
    
    
    7,505
    
    
    
    18,404Identifiable assets
    
    
    75,817
    
    
    
    33,658
    
    
    
    109,475Goodwill, net
    
    
    36,111
    
    
    
    9,977
    
    
    
    46,088Capital expenditures
    
    
    2,200
    
    
    
    223
    
    
    
    2,423Depreciation and amortization
    
    
    1,388
    
    
    
    260
    
    
    
    1,648Amortization of intangibles
    
    
    59
    
    
    
    
    
    
    
    592004Sales
    
    $
    192,881
    
    
    $
    94,975
    
    
    $
    287,856Operating income
    
    
    8,544
    
    
    
    6,950
    
    
    
    15,494Identifiable assets
    
    
    74,771
    
    
    
    27,301
    
    
    
    102,072Goodwill, net
    
    
    36,111
    
    
    
    9,160
    
    
    
    45,271Capital expenditures
    
    
    2,058
    
    
    
    185
    
    
    
    2,243Depreciation and amortization
    
    
    1,604
    
    
    
    286
    
    
    
    1,890Amortization of intangibles
    
    
    610
    
    
    
    
    
    
    
    6102003Sales
    
    $
    165,374
    
    
    $
    85,427
    
    
    $
    250,801Operating income
    
    
    6,767
    
    
    
    5,624
    
    
    
    12,391Identifiable assets
    
    
    72,776
    
    
    
    22,765
    
    
    
    95,541Goodwill, net
    
    
    36,111
    
    
    
    8,632
    
    
    
    44,743Capital expenditures
    
    
    1,454
    
    
    
    290
    
    
    
    1,744Depreciation and amortization
    
    
    1,745
    
    
    
    379
    
    
    
    2,124Amortization of intangibles
    
    
    620
    
    
    
    12
    
    
    
    632
 F-22




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##### Table of Contents



14. QUARTERLY DATA (Unaudited)
  Quarter EndedOctober 31,
    
    
    January 31,
    
    
    April 30,
    
    
    July 31,2005Sales
    
    $
    76,560
    
    
    $
    78,646
    
    
    $
    81,775
    
    
    $
    84,122Gross profit
    
    
    21,709
    
    
    
    21,784
    
    
    
    23,013
    
    
    
    22,574Net income
    
    
    3,173
    
    
    
    2,561
    
    
    
    2,730
    
    
    
    2,721Net income per share:Basic
    
    
    0.28
    
    
    
    0.22
    
    
    
    0.24
    
    
    
    0.23Assuming dilution
    
    
    0.27
    
    
    
    0.22
    
    
    
    0.23
    
    
    
    0.23Average shares outstanding
    
    
    11,445
    
    
    
    11,547
    
    
    
    11,586
    
    
    
    11,599Number of business days
    
    
    64.0
    
    
    
    62.0
    
    
    
    63.0
    
    
    
    63.02004Sales
    
    $
    70,073
    
    
    $
    69,375
    
    
    $
    74,016
    
    
    $
    74,392Gross profit
    
    
    19,623
    
    
    
    19,563
    
    
    
    20,926
    
    
    
    21,257Net income
    
    
    2,250
    
    
    
    5,219
    *
    
    
    2,300
    
    
    
    3,064Net income per share:Basic
    
    
    0.20
    
    
    
    0.46
    
    
    
    0.20
    
    
    
    0.27Assuming dilution
    
    
    0.20
    
    
    
    0.45
    
    
    
    0.20
    
    
    
    0.26Average shares outstanding
    
    
    11,237
    
    
    
    11,271
    
    
    
    11,351
    
    
    
    11,396Number of business days
    
    
    64.3
    
    
    
    60.4
    
    
    
    63.8
    
    
    
    63.0
 
 *
    
    During the second quarter of fiscal year 2004, the Company determined that it was more likely
than not that the benefits of the net operating loss carryforward totaling $10.6 million at January
31, 2004 would be realized based on first-half results for the current year and projected results
over the next three years. The Company had previously provided a 100% valuation allowance on this
NOL and based on the determination that the Company would be able to realize the NOL, reversed the
remaining valuation allowance during the second quarter of the fiscal year 2004, resulting in a
credit to income tax expense of approximately $3.7 million. The Company has utilized substantially
all of the NOL during the years 2004 and 2005. F-23




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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.4.1
    (2)
    
    
    
    Rights Agreement between Dynamex Inc. and Harris Trust and Savings Bank,
dated July 5, 1996.4.2
    (5)
    
    
    
    Amendment No. 1 to Rights Agreement between Dynamex Inc. and ComputerShare Investor
Services, LLC (formerly Harris Trust and Savings Bank), dated January 11, 20014.3
    (5)
    
    
    
    Amendment No. 2 to Rights Agreement between Dynamex Inc. and ComputerShare Investor
Services, LLC (formerly Harris Trust and Savings Bank), dated October 4, 200110.1
    (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.10.10
    (5)
    
    
    
    Third Amended and Restated Credit Agreement by and among the Company
and Bank of America, N.A., as administrative agent for the lenders
therein, dated November 9, 2001.10.11
    (6)
    
    
    

First Amendment to Third Amended and Restated Credit Agreement by and among the
Company and Bank of America, N.A., as administrative agent for the lenders
therein, dated September 27, 2002.10.12
    (6)
    
    
    
    Second Amendment to Third Amended and Restated Credit Agreement by and among the
Company and Bank of America, N.A., as administrative agent for the lenders
therein, dated October 4, 2002.10.13
    (7)
    
    
    
    Third Amendment to Third Amended and Restated Credit Agreement by and among the
Company and Bank of America, N.A., as administrative agent for the lenders
therein, dated May 30, 2003.10.14
    (8)
    
    
    
    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
    (9)
    
    
    
    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, 2005.11.1
    
    
    
    
    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
    (1)
    
    
    
    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 annual report on Form 10-K for the fiscal year ended
July 31, 2001, and incorporated herein by reference.(6)
    
    Filed as an exhibit to the registrants annual report on Form 10-K for the fiscal year ended
July 31, 2002, 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 April 30, 2003, and incorporated herein by reference.(8)
    
    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.(9)
    
    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. E-2