##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended January 31, 2006
 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
(State of incorporation)
    
    86-0712225
(I.R.S. Employer Identification No.)1870 Crown Drive, Dallas, Texas
(Address of principal executive offices)
    
    75234
(Zip Code)
 Registrants telephone number, including area code:
(214) 561-7500
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
 o þ




---



##### 



DYNAMEX INC.
 INDEX
 PagePART IFINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets
January 31, 2006 (Unaudited) and July 31, 2005
    
    
    2Condensed Statements of Consolidated Operations (Unaudited)
Three and six months ended January 31, 2006 and 2005
    
    
    3Condensed Statements of Consolidated Cash Flows (Unaudited)
Six months ended January 31, 2006 and 2005
    
    
    4Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    8Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    18PART IIOTHER INFORMATIONItem 1. Legal Proceedings
    
    
    19Item 1A. Risk Factors
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20Item 6. Exhibits
    
    
    21Signatures
    
    
    22Exhibit Index
    
    
    E-12nd Amendment to Revolving Credit Facility3rd Amendment to Revolving Credit FacilityCertification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of Chief Executive OfficerCertification of Chief Financial Officer
  1




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##### Table of Contents



PART I
FINANCIAL INFORMATION
 
  DYNAMEX INC.
 
 
 January 31,
    
    
    July 31,2006
    
    
    2005(Unaudited)ASSETSCURRENTCash and cash equivalents
    
    $
    7,945
    
    
    $
    11,678Accounts receivable (net of allowance for doubtful accounts
of $877 and $767, respectively)
    
    
    34,519
    
    
    
    31,703Prepaid and other current assets
    
    
    1,546
    
    
    
    3,115Deferred income taxes
    
    
    2,736
    
    
    
    1,992Total current assets
    
    
    46,746
    
    
    
    48,488PROPERTY AND EQUIPMENT  net
    
    
    5,085
    
    
    
    5,597GOODWILL
    
    
    46,862
    
    
    
    46,088INTANGIBLES  net
    
    
    424
    
    
    
    463DEFERRED INCOME TAXES
    
    
    6,593
    
    
    
    7,625OTHER
    
    
    1,514
    
    
    
    1,214Total assets
    
    $
    107,224
    
    
    $
    109,475LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable trade
    
    $
    7,747
    
    
    $
    11,145Accrued liabilities
    
    
    16,776
    
    
    
    14,426Total current liabilities
    
    
    24,523
    
    
    
    25,571LONG-TERM DEBT
    
    
    7
    
    
    
    8Total liabilities
    
    
    24,530
    
    
    
    25,579COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS EQUITYPreferred stock;
$0.01 par value, 10,000 shares authorized;
none
outstanding
    
    
    
    
    
    
    Common stock; $0.01 par value, 50,000 shares authorized;
11,703 and 11,612 outstanding,
respectively
    
    
    117
    
    
    
    116Additional paid-in capital
    
    
    78,655
    
    
    
    77,196Treasury stock, 623 shares, at cost
    
    
    (9,997
    )
    
    
    Retained earnings
    
    
    9,635
    
    
    
    3,768Accumulated other comprehensive income
    
    
    4,284
    
    
    
    2,816Total stockholders equity
    
    
    82,694
    
    
    
    83,896Total liabilities and stockholders
equity
    
    $
    107,224
    
    
    $
    109,475
  2




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DYNAMEX INC.
 
 
 Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Sales
    
    $
    86,346
    
    
    $
    78,646
    
    
    $
    176,915
    
    
    $
    155,206Cost of sales:Purchased transportation
    
    
    56,034
    
    
    $
    50,510
    
    
    
    115,252
    
    
    
    98,948Other direct costs
    
    
    6,550
    
    
    
    6,352
    
    
    
    13,508
    
    
    
    12,765Cost of sales
    
    
    62,584
    
    
    
    56,862
    
    
    
    128,760
    
    
    
    111,713Gross profit
    
    
    23,762
    
    
    
    21,784
    
    
    
    48,155
    
    
    
    43,493Selling, general and administrative expenses:Salaries and employee benefits
    
    
    13,470
    
    
    
    12,206
    
    
    
    26,874
    
    
    
    23,593Other
    
    
    5,631
    
    
    
    5,171
    
    
    
    11,249
    
    
    
    10,005Selling, general and administrative
expenses
    
    
    19,101
    
    
    
    17,377
    
    
    
    38,123
    
    
    
    33,598Depreciation and amortization
    
    
    448
    
    
    
    369
    
    
    
    941
    
    
    
    745(Gain) loss on disposal of property and
equipment
    
    
    
    
    
    
    (2
    )
    
    
    1
    
    
    
    3Operating income
    
    
    4,213
    
    
    
    4,040
    
    
    
    9,090
    
    
    
    9,147Interest expense
    
    
    90
    
    
    
    116
    
    
    
    175
    
    
    
    273Other income, net
    
    
    (57
    )
    
    
    (54
    )
    
    
    (164
    )
    
    
    (104
    )Income before income taxes
    
    
    4,180
    
    
    
    3,978
    
    
    
    9,079
    
    
    
    8,978Income taxes
    
    
    1,494
    
    
    
    1,417
    
    
    
    3,212
    
    
    
    3,244Net income
    
    $
    2,686
    
    
    $
    2,561
    
    
    $
    5,867
    
    
    $
    5,734Basic earnings per common share:
    
    $
    0.24
    
    
    $
    0.22
    
    
    $
    0.52
    
    
    $
    0.50Diluted earnings per common share:
    
    $
    0.24
    
    
    $
    0.22
    
    
    $
    0.51
    
    
    $
    0.49Weighted average shares:Common shares outstanding
    
    
    11,108
    
    
    
    11,547
    
    
    
    11,326
    
    
    
    11,496Adjusted common shares  assuming
exercise of stock options
    
    
    11,347
    
    
    
    11,798
    
    
    
    11,552
    
    
    
    11,732
  3




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DYNAMEX INC.
 
 
 Six months endedJanuary 31,2006
    
    
    2005OPERATING ACTIVITIESNet income
    
    $
    5,867
    
    
    $
    5,734Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation and amortization
    
    
    941
    
    
    
    745Amortization of deferred bank financing fees
    
    
    12
    
    
    
    17Provision for losses on accounts receivable
    
    
    393
    
    
    
    233Stock option compensation
    
    
    447
    
    
    
    275Deferred income taxes
    
    
    289
    
    
    
    1,971Loss on disposal of property and equipment
    
    
    1
    
    
    
    3Changes in current operating assets and liabilities:Accounts receivable
    
    
    (3,208
    )
    
    
    (3,927
    )Prepaids and other current assets
    
    
    1,569
    
    
    
    (851
    )Accounts payable and accrued liabilities
    
    
    (1,048
    )
    
    
    (279
    )Net cash provided by operating activities
    
    
    5,263
    
    
    
    3,921INVESTING ACTIVITIESPurchase of property and equipment
    
    
    (350
    )
    
    
    (888
    )Proceeds from sale of property and equipment
    
    
    
    
    
    
    2Purchase of investments
    
    
    (100
    )
    
    
    (210
    )Net cash used in investing activities
    
    
    (450
    )
    
    
    (1,096
    )FINANCING ACTIVITIESPrincipal payments on long-term debt
    
    
    (1
    )
    
    
    Net payments under line of credit
    
    
    
    
    
    
    (4,201
    )Proceeds from stock option exercise
    
    
    607
    
    
    
    1,059Tax benefit realized by exercise of stock options
    
    
    405
    
    
    
    126Purchase of treasury stock
    
    
    (9,997
    )
    
    
    Other assets
    
    
    (192
    )
    
    
    Net cash used in financing activities
    
    
    (9,178
    )
    
    
    (3,016
    )EFFECT OF EXCHANGE RATES ON CASH
    
    
    632
    
    
    
    521NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (3,733
    )
    
    
    330CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    11,678
    
    
    
    7,927CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    7,945
    
    
    $
    8,257SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid for interest
    
    $
    199
    
    
    $
    266Cash paid for taxes
    
    $
    3,099
    
    
    $
    1,483
  4




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DYNAMEX INC.
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)
 1. Summary of Significant Accounting Polices
 Description
of Business
 Basis of presentation 
    2. Comprehensive Income
  Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income
    
    $
    2,686
    
    
    $
    2,561
    
    
    $
    5,867
    
    
    $
    5,734Unrealized gain (loss) on investments
    
    
    (15
    )
    
    
    31
    
    
    
    9
    
    
    
    37Foreign currency translation gain (loss)
    
    
    721
    
    
    
    (270
    )
    
    
    1,459
    
    
    
    1,277Comprehensive income
    
    $
    3,392
    
    
    $
    2,322
    
    
    $
    7,335
    
    
    $
    7,048
 5




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##### Table of Contents



DYNAMEX INC.
 3. Intangibles
  AccumulatedAsset
    
    
    amortization
    
    
    NetDeferred bank financing fees
    
    $
    126
    
    
    $
    (82
    )
    
    $
    44Customer lists
    
    
    80
    
    
    
    (29
    )
    
    
    51Trademarks and other
    
    
    470
    
    
    
    (140
    )
    
    
    330Total
    
    $
    676
    
    
    $
    (252
    )
    
    $
    424
 Amortization expense
    
    
    Amortization expenseThree months ended January 31,
    
    
    Six months ended January 31,2006
    
    
    2005
    
    

2006
    
    
    2005Deferred bank
financing fees
    
    $
    6
    
    
    $
    9
    
    
    $
    12
    
    
    $
    17Customer lists
    
    
    8
    
    
    
    
    
    
    
    16
    
    
    
    Trademarks and other
    
    
    6
    
    
    
    6
    
    
    
    11
    
    
    
    11Total
    
    $
    20
    
    
    $
    15
    
    
    $
    39
    
    
    $
    28
  4. Computation of Earnings Per Share
 Earnings Per Share
 Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,2006
    
    
    2005
    
    

2006
    
    
    2005Net income
    
    $
    2,686
    
    
    $
    2,561
    
    
    $
    5,867
    
    
    $
    5,734Weighted average common shares outstanding
    
    
    11,108
    
    
    
    11,547
    
    
    
    11,326
    
    
    
    11,496Common share equivalents related to options
    
    
    239
    
    
    
    251
    
    
    
    226
    
    
    
    236Common shares and common share equivalents
    
    
    11,347
    
    
    
    11,798
    
    
    
    11,552
    
    
    
    11,732Net income per common share:Basic
    
    $
    0.24
    
    
    $
    0.22
    
    
    $
    0.52
    
    
    $
    0.50Diluted
    
    $
    0.24
    
    
    $
    0.22
    
    
    $
    0.51
    
    
    $
    0.49
 6




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##### Table of Contents



DYNAMEX INC.
 5. Purchases of Common Stock
  6. Revolving Credit Facility
  7. Litigation
       8. Provision for Income Taxes
  7




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DYNAMEX INC.
 
 Item 2.
 Managements Discussion and Analysis of Financial Condition and Results of Operations
 This discussion contains forward-looking statements, which involve assumptions regarding Company
operations and future prospects. Although the Company believes its expectations are based on
reasonable assumptions, such statements are subject to risk and uncertainty, including, among other
things, competition, foreign exchange, and risks associated with the same-day transportation
industry. These and other risks are mentioned from time to time in the Companys filings with the
Securities and Exchange Commission. Caution should be taken that these factors could cause the
actual results to differ from those stated or implied in this and other Company communications.
 General
        Critical Accounting Policies
  8




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DYNAMEX INC.
  Results of Operations
  Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales:Purchased transportation
    
    
    64.9
    %
    
    
    64.2
    %
    
    
    65.1
    %
    
    
    63.8
    %Other direct costs
    
    
    7.6
    %
    
    
    8.1
    %
    
    
    7.6
    %
    
    
    8.2
    %Cost of sales
    
    
    72.5
    %
    
    
    72.3
    %
    
    
    72.7
    %
    
    
    72.0
    %Gross profit
    
    
    27.5
    %
    
    
    27.7
    %
    
    
    27.3
    %
    
    
    28.0
    %Selling, general and
administrative expenses:Salaries and employee benefits
    
    
    15.6
    %
    
    
    15.5
    %
    
    
    15.2
    %
    
    
    15.2
    %Other
    
    
    6.5
    %
    
    
    6.6
    %
    
    
    6.4
    %
    
    
    6.4
    %Selling, general and
administrative expenses
    
    
    22.1
    %
    
    
    22.1
    %
    
    
    21.6
    %
    
    
    21.6
    %Depreciation and amortization
    
    
    0.5
    %
    
    
    0.5
    %
    
    
    0.5
    %
    
    
    0.5
    %Gain on disposal of property
and equipment
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Operating income
    
    
    4.9
    %
    
    
    5.1
    %
    
    
    5.2
    %
    
    
    5.9
    %Interest expense
    
    
    0.1
    %
    
    
    0.1
    %
    
    
    0.1
    %
    
    
    0.2
    %Other income, net
    
    
    -0.1
    %
    
    
    -0.1
    %
    
    
    -0.1
    %
    
    
    -0.1
    %Income before income taxes
    
    
    4.9
    %
    
    
    5.1
    %
    
    
    5.2
    %
    
    
    5.8
    %Income taxes
    
    
    1.7
    %
    
    
    1.8
    %
    
    
    1.8
    %
    
    
    2.1
    %Net income
    
    
    3.2
    %
    
    
    3.3
    %
    
    
    3.4
    %
    
    
    3.7
    %
 9




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##### Table of Contents



DYNAMEX INC.
  Three months endedJanuary 31,2006
    
    
    2005Sales by service type:On demand
    
    $
    32,022
    
    
    
    37.1
    %
    
    $
    30,774
    
    
    
    39.1
    %Scheduled/distribution
    
    $
    26,456
    
    
    
    30.6
    %
    
    
    23,636
    
    
    
    30.1
    %Outsourcing
    
    
    27,868
    
    
    
    32.3
    %
    
    
    24,236
    
    
    
    30.8
    %Total sales
    
    $
    86,346
    
    
    
    100.0
    %
    
    $
    78,646
    
    
    
    100.0
    %Sales by country:United States
    
    $
    55,274
    
    
    
    64.0
    %
    
    $
    51,755
    
    
    
    65.8
    %Canada
    
    
    31,072
    
    
    
    36.0
    %
    
    
    26,891
    
    
    
    34.2
    %Total sales
    
    $
    86,346
    
    
    
    100.0
    %
    
    $
    78,646
    
    
    
    100.0
    %
 Six months endedJanuary 31,2006
    
    
    2005Sales by service type:On demand
    
    $
    66,608
    
    
    
    37.6
    %
    
    $
    61,386
    
    
    
    39.5
    %Scheduled/distribution
    
    
    54,703
    
    
    
    30.9
    %
    
    
    45,606
    
    
    
    29.4
    %Outsourcing
    
    
    55,603
    
    
    
    31.4
    %
    
    
    48,214
    
    
    
    31.1
    %Total sales
    
    $
    176,915
    
    
    
    100.0
    %
    
    $
    155,206
    
    
    
    100.0
    %Sales by country:United States
    
    $
    114,628
    
    
    
    64.8
    %
    
    $
    102,983
    
    
    
    66.4
    %Canada
    
    
    62,287
    
    
    
    35.2
    %
    
    
    52,223
    
    
    
    33.6
    %Total sales
    
    $
    176,915
    
    
    
    100.0
    %
    
    $
    155,206
    
    
    
    100.0
    %
 Three months ended January 31, 2006 compared to three months ended January 31, 2005
    10




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DYNAMEX INC.
      Six months ended January 31, 2006 compared to six months ended January 31, 2005
     11




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DYNAMEX INC.
     Liquidity and Capital Resources
      12




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DYNAMEX INC.
  Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income
    
    $
    2,686
    
    
    $
    2,561
    
    
    $
    5,867
    
    
    $
    5,734Adjustments:Income tax expense
    
    
    1,494
    
    
    
    1,417
    
    
    
    3,212
    
    
    
    3,244Interest expense
    
    
    90
    
    
    
    116
    
    
    
    175
    
    
    
    273Depreciation and amortization
    
    
    448
    
    
    
    369
    
    
    
    941
    
    
    
    745EBITDA
    
    $
    4,718
    
    
    $
    4,463
    
    
    $
    10,195
    
    
    $
    9,996EBITDA margin
    
    
    5.5
    %
    
    
    5.7
    %
    
    
    5.8
    %
    
    
    6.4
    %
  Inflation
  Risk Factors
 In addition to other information in this report, the following risk factors should be considered
carefully in evaluating the Company and its business. This report contains forward-looking
statements, which involve risks and uncertainties. The Companys actual results could differ
materially from those anticipated in these forward-looking statements as a result of certain
factors, including those set forth in the following risk factors and elsewhere in this report.
 Certain Tax Matters Related to Drivers
  13




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##### Table of Contents



DYNAMEX INC.
  Claims Exposure
  Highly Competitive Industr y
  Foreign Exchange
  Permits and Licensing
  Dependence on Key Personnel
  14




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##### Table of Contents



DYNAMEX INC.
 Risks Associated with the Same-day Transportation Industry; General Economic Conditions
  Technological Advances
  Dependence on Availability of Qualified Delivery Personnel
  Fuel Costs
  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 delivery personnel as
well as retain key management personnel.
    
    A change in the current tax status of 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.
    
    A significant reduction in the exchange rate between the Canadian dollar and the U.S. dollar.
 15




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DYNAMEX INC.
 
    
    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 retain independent contractor drivers may be impacted
by our ability to pass on fuel cost increases to customers to maintain profit margins
and the quality of driver pay.
 16




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##### Table of Contents



DYNAMEX INC.
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Foreign Exchange Exposure
   Interest Rate Exposure
  17




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DYNAMEX INC.
 
 Item 4. Controls and Procedures
   18




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DYNAMEX INC.
 
 PART II
OTHER INFORMATION
 
 Item 1. Legal Proceedings
       
 Item 1A. Risk Factors.
  19




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##### Table of Contents



DYNAMEX INC.
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 (c)
    
    Common Stock Repurchases
 Total number
    
    Average
    
    Total number of
    
    Approximate dollar valueof shares
    
    price paid
    
    shares purchased as part of
    
    of shares that may yet bePeriod
    
    purchased
    
    per share
    
    a publicly announced plan
    
    purchased under the planNovember 1 to
November 16,
2005
    
    
    70,600
    
    
    $
    16.47
    
    
    
    70,600
    
    
    $
    1,045,000January 5 to
January 17, 2006
    
    
    52,100
    
    
    $
    20.00
    
    
    
    52,100
    
    
    None
  
 Item 4. Submission of Matters to a Vote of Security Holders
  Proposal #1
    
    To elect six (6) directors of the Company
 Nominee
    
    For
    
    WithheldRichard K. McClelland
    
    9,515,590
    
    841,408Kenneth H. Bishop
    
    9,514,990
    
    842,008Brian J. Hughes
    
    9,514,976
    
    842,022Wayne Kern
    
    9,451,166
    
    905,832Bruce E. Ranck
    
    9,515,584
    
    841,414Stephen P. Smiley
    
    9,476,099
    
    880,899Proposal #2
    
    To ratify the appointment of BDO Seidman, LLP as independent auditors of the
Company for the year ending July 31, 2006
 For
    
    Against
    
    Abstain10,332,940
    
    18,857
    
    5,201
 Proposal #3
    
    To transact such other business as may properly come before the Annual Meeting  
and any adjournments thereof.
 For
    
    Against
    
    Abstain7,142,305
    
    3,163,751
    
    50,942
 20




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##### Table of Contents



DYNAMEX INC.
 
 Item 6.
    
    ExhibitsExhibits:
 10.14.1
    
    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, 2005.10.14.2
    
    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).31.1
    
    Certification of Chief Executive Officer of the Registrant,
pursuant to 17 CFR 240. 13a  15(e) or 17 CFR 240. 15d  15(e)31.2
    
    Certification of Chief Financial Officer of the Registrant,
pursuant to 17 CFR 240. 13a  15(e) or 17 CFR 240. 15d  15(e)32.1
    
    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 200232.2
    
    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
 21




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##### Table of Contents



DYNAMEX INC.
 
 SIGNATURES
  DYNAMEX INC.Dated: March 3, 2006
    
    
    
    by
    
    /s/ Richard K. McClellandRichard K. McClellandPresident, Chief Executive Officer andChairman of the Board(Principal Executive Officer)Dated: March 3, 2006
    
    
    
    by
    
    /s/ Ray E. SchmitzRay E. SchmitzVice President  Chief Financial Officer(Principal Financial Officer)Dated: March 3, 2006
    
    
    
    by
    
    /s/ Samuel T. HicksSamuel T. HicksCorporate Controller(Principal Accounting Officer)
 22




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##### Table of Contents



EXHIBIT INDEX
 Exhibits10.14.1
    
    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, 2005.10.14.2
    
    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).31.1
    
    Certification of Chief Executive
Officer of the Registrant, pursuant to 17 CFR 240. 13a 
15(e) or 17 CFR 240. 15d  15(e)31.2
    
    Certification of Chief Financial
Officer of the Registrant, pursuant to 17 CFR 240. 13a 
15(e) or 17 CFR 240. 15d  15(e)32.1
    
    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 200232.2
    
    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
 E - 1