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 April 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 000-21057
 DYNAMEX INC.
  Delaware
(State of incorporation)
    
    86-0712225
(I.R.S. Employer Identification No.)5429 LBJ Freeway, Suite 1000, Dallas, Texas
(Address of principal executive offices)
    
    75240
(Zip Code)
 Registrants telephone number, including area code:
(214) 560-9000
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Small reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



DYNAMEX INC.
 INDEX
 PagePART IFINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets 
April 30, 2010 (Unaudited) and July 31, 2009
    
    
    2Condensed Statements of Consolidated Operations (Unaudited) 
Three and nine months ended April 30, 2010 and 2009
    
    
    3Condensed Statements of Consolidated Cash Flows (Unaudited) 
Nine months ended April 30, 2010 and 2009
    
    
    4Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    10Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    18PART IIOTHER INFORMATIONItem 1. Legal Proceedings
    
    
    19Item 1A. Risk Factors
    
    
    20Item 6. Exhibits
    
    
    23Signatures
    
    
    24Exhibit Index
    
    
    E-1
  1




---



##### 



PART I
FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 DYNAMEX INC.
 
 
 April 30,
    
    
    July 31,2010
    
    
    2009(Unaudited)ASSETSCURRENTCash and cash equivalents
    
    $
    18,729
    
    
    $
    11,016Accounts receivable (net of allowance for doubtful accounts
of $1,509 and $1,801, respectively)
    
    
    50,140
    
    
    
    43,545Income taxes receivable
    
    
    3,433
    
    
    
    3,043Prepaid and other current assets
    
    
    3,357
    
    
    
    4,396Deferred income taxes
    
    
    4,270
    
    
    
    4,270Total current assets
    
    
    79,929
    
    
    
    66,270PROPERTY AND EQUIPMENT (net of accumulated
depreciation of $32,045 and $29,730, respectively)
    
    
    11,253
    
    
    
    11,532GOODWILL
    
    
    48,208
    
    
    
    47,496INTANGIBLES  net
    
    
    2,046
    
    
    
    975OTHER
    
    
    3,370
    
    
    
    3,226Total assets
    
    $
    144,806
    
    
    $
    129,499LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable  trade
    
    $
    6,436
    
    
    $
    5,581Accounts payable  other
    
    
    8,389
    
    
    
    6,870Accrued salaries and employee benefits
    
    
    7,179
    
    
    
    5,296Self-insured accruals
    
    
    2,594
    
    
    
    3,294Other accrued liabilities
    
    
    7,799
    
    
    
    6,910Total current liabilities
    
    
    32,397
    
    
    
    27,951LONG-TERM DEBT
    
    
    
    
    
    
    LEASES  DEFERRED CREDITS
    
    
    2,378
    
    
    
    2,744DEFERRED INCOME TAX PAYABLE
    
    
    2,251
    
    
    
    2,031OTHER LONG-TERM LIABILITIES
    
    
    783
    
    
    
    693Total liabilities
    
    
    37,809
    
    
    
    33,419COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITYPreferred stock; $0.01 par value, 10,000 shares authorized;
none outstanding
    
    
    
    
    
    
    Common stock; $0.01 par value, 50,000 shares authorized;
9,734 and 9,725 outstanding, respectively
    
    
    97
    
    
    
    97Additional paid-in capital
    
    
    37,536
    
    
    
    36,276Retained earnings
    
    
    63,521
    
    
    
    55,655Accumulated other comprehensive income
    
    
    5,843
    
    
    
    4,052Total stockholders equity
    
    
    106,997
    
    
    
    96,080Total liabilities and stockholders equity
    
    $
    144,806
    
    
    $
    129,499
  2




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##### 



DYNAMEX INC.
 
 
 Three months ended
    
    
    Nine months endedApril 30,
    
    
    April 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Sales
    
    $
    104,041
    
    
    $
    92,234
    
    
    $
    301,924
    
    
    $
    305,242Operating expenses:Purchased transportation
    
    
    68,201
    
    
    
    58,242
    
    
    
    195,070
    
    
    
    193,666Salaries and employee benefits
    
    
    20,601
    
    
    
    19,946
    
    
    
    60,224
    
    
    
    64,463Facilities and communication
    
    
    4,840
    
    
    
    5,005
    
    
    
    14,584
    
    
    
    14,703Other
    
    
    5,185
    
    
    
    5,488
    
    
    
    16,362
    
    
    
    18,544Depreciation and amortization
    
    
    1,079
    
    
    
    849
    
    
    
    3,183
    
    
    
    2,443Restructuring cost
    
    
    
    
    
    
    
    
    
    
    322
    
    
    
    Total operating expenses
    
    
    99,906
    
    
    
    89,530
    
    
    
    289,745
    
    
    
    293,819Operating income
    
    
    4,135
    
    
    
    2,704
    
    
    
    12,179
    
    
    
    11,423Interest expense
    
    
    41
    
    
    
    51
    
    
    
    133
    
    
    
    132Other income, net
    
    
    (22
    )
    
    
    (64
    )
    
    
    (223
    )
    
    
    (373
    )Income before income taxes
    
    
    4,116
    
    
    
    2,717
    
    
    
    12,269
    
    
    
    11,664Income taxes
    
    
    1,492
    
    
    
    1,082
    
    
    
    4,403
    
    
    
    4,681Net income
    
    $
    2,624
    
    
    $
    1,635
    
    
    $
    7,866
    
    
    $
    6,983Basic earnings per common share
    
    $
    0.27
    
    
    $
    0.17
    
    
    $
    0.81
    
    
    $
    0.71Diluted earnings per common share
    
    $
    0.27
    
    
    $
    0.17
    
    
    $
    0.81
    
    
    $
    0.71Weighted average shares:Common shares outstanding
    
    
    9,734
    
    
    
    9,711
    
    
    
    9,731
    
    
    
    9,802Adjusted common shares -
assuming
exercise of stock options
    
    
    9,752
    
    
    
    9,723
    
    
    
    9,751
    
    
    
    9,838
  3




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##### 



DYNAMEX INC.
 
  
 Nine months endedApril 30,2010
    
    
    2009OPERATING ACTIVITIESNet income
    
    $
    7,866
    
    
    $
    6,983Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation and amortization
    
    
    3,183
    
    
    
    2,443Amortization of deferred bank financing fees
    
    
    4
    
    
    
    2Provision for doubtful accounts
    
    
    (5
    )
    
    
    1,242Stock option compensation
    
    
    1,108
    
    
    
    1,096Deferred income taxes
    
    
    220
    
    
    
    779Non-cash (decrease) / increase in rent expense
    
    
    (27
    )
    
    
    136Gain on disposal of property and equipment
    
    
    (5
    )
    
    
    (38
    )Changes in current operating assets and liabilities:Accounts receivable
    
    
    (6,590
    )
    
    
    2,799Prepaids and other current assets
    
    
    (489
    )
    
    
    (949
    )Accounts payable and accrued liabilities
    
    
    4,498
    
    
    
    (7,440
    )Net cash provided by operating activities
    
    
    9,763
    
    
    
    7,053INVESTING ACTIVITIESPurchase of property and equipment
    
    
    (2,475
    )
    
    
    (5,114
    )Proceeds from sale of property and equipment
    
    
    5
    
    
    
    Acquisition of customer lists
    
    
    (309
    )
    
    
    (Purchase) / withdrawal of investments
    
    
    (46
    )
    
    
    664Net cash used in investing activities
    
    
    (2,825
    )
    
    
    (4,450
    )FINANCING ACTIVITIESBorrowings on the line of credit
    
    
    
    
    
    
    7,300Payments on the line of credit
    
    
    
    
    
    
    (7,300
    )Proceeds from stock option exercise
    
    
    152
    
    
    
    8Tax benefit realized by exercise of stock options
    
    
    
    
    
    
    16Purchase and retirement of treasury stock
    
    
    
    
    
    
    (10,597
    )Other assets and deferred financing fees
    
    
    (60
    )
    
    
    521Net cash provided by (used in) financing activities
    
    
    92
    
    
    
    (10,052
    )EFFECT OF EXCHANGE RATES ON CASH
    
    
    683
    
    
    
    (2,017
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    7,713
    
    
    
    (9,466
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    11,016
    
    
    
    19,888CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    18,729
    
    
    $
    10,422SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid for interest
    
    $
    104
    
    
    $
    101Cash paid for taxes
    
    $
    4,568
    
    
    $
    5,067
  4




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##### 



DYNAMEX INC.
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)
 1. Summary of Significant Accounting Policies
 Description of Business
 Basis of presentation 
   Business and credit concentrations 
   Other assets  Recoverable contract contingency costs Preproduction Costs Related to Long-Term Supply Arrangements
 Leases  deferred credits 
 5




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##### 



DYNAMEX INC.
  2. Comprehensive Income
  Three months ended
    
    
    Nine months endedApril 30,
    
    
    April 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income
    
    $
    2,624
    
    
    $
    1,635
    
    
    $
    7,866
    
    
    $
    6,983Unrealized gains / (losses) on investments
    
    
    
    
    
    
    13
    
    
    
    (3
    )
    
    
    (119
    )Foreign currency translation gains / (losses)
    
    
    1,601
    
    
    
    687
    
    
    
    1,795
    
    
    
    (3,845
    )Comprehensive income
    
    $
    4,225
    
    
    $
    2,335
    
    
    $
    9,658
    
    
    $
    3,019
 3. Intangibles  net
  AccumulatedAsset
    
    
    Amortization
    
    
    NetDeferred bank financing fees
    
    $
    138
    
    
    $
    (134
    )
    
    $
    4Customer lists
    
    
    2,407
    
    
    
    (618
    )
    
    
    1,789Trademarks and other
    
    
    470
    
    
    
    (217
    )
    
    
    253Total
    
    $
    3,015
    
    
    $
    (969
    )
    
    $
    2,046
 Amortization Expense
    
    
    Amortization ExpenseThree months ended April 30,
    
    
    Nine months ended April 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Deferred bank
financing fees
    
    $
    
    
    
    $
    2
    
    
    $
    4
    
    
    $
    2Customer lists
    
    
    153
    
    
    
    44
    
    
    
    361
    
    
    
    119Trademarks and other
    
    
    4
    
    
    
    5
    
    
    
    14
    
    
    
    14Total
    
    $
    157
    
    
    $
    51
    
    
    $
    379
    
    
    $
    135
 6




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##### 



DYNAMEX INC.
 4. Computation of Earnings Per Share
 , Earnings Per Share.
 Three months ended
    
    
    Nine months endedApril 30,
    
    
    April 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income
    
    $
    2,624
    
    
    $
    1,635
    
    
    $
    7,866
    
    
    $
    6,983Weighted average common shares outstanding
    
    
    9,734
    
    
    
    9,711
    
    
    
    9,731
    
    
    
    9,802Common share equivalents related to
options
    
    
    18
    
    
    
    12
    
    
    
    20
    
    
    
    36Common shares and common share equivalents
    
    
    9,752
    
    
    
    9,723
    
    
    
    9,751
    
    
    
    9,838Net income per common share:Basic
    
    $
    0.27
    
    
    $
    0.17
    
    
    $
    0.81
    
    
    $
    0.71Diluted
    
    $
    0.27
    
    
    $
    0.17
    
    
    $
    0.81
    
    
    $
    0.71
 5. Repurchase of Equity Securities
  6. Contingencies
   7




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##### 



DYNAMEX INC.
     7. Income Taxes
   8. Restructuring Accrual
  8




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##### 



DYNAMEX INC.
 Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance atRestructuring
    
    July 31, 2009
    
    
    Expense
    
    
    Payment
    
    
    Other (1)
    
    
    April 30, 2010Severance and stay bonuses
    
    $
    952
    
    
    $
    38
    
    
    $
    (788
    )
    
    $
    6
    
    
    $
    208Benefits and employer taxes
    
    
    98
    
    
    
    
    
    
    
    (98
    )
    
    
    
    
    
    
    Travel and other
    
    
    70
    
    
    
    16
    
    
    
    (78
    )
    
    
    4
    
    
    
    12Terminating a lease
    
    
    
    
    
    
    228
    
    
    
    (113
    )
    
    
    30
    
    
    
    145Total restructuring
    
    $
    1,120
    
    
    $
    282
    
    
    $
    (1,077
    )
    
    $
    40
    
    
    $
    365
 
 (1)
    
    Represents difference in end of period and for the
period foreign exchange rates. 9




---



##### 



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
  10




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##### 



DYNAMEX INC.
  Recent Accounting Pronouncements
 Subsequent Events Subsequent Events Subsequent Events
 Results of Operations
  Three months ended
    
    
    Nine months endedApril 30,
    
    
    April 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Purchased transportation
    
    
    65.6
    %
    
    
    63.1
    %
    
    
    64.6
    %
    
    
    63.4
    %Salaries and employee benefits
    
    
    19.8
    %
    
    
    21.6
    %
    
    
    19.9
    %
    
    
    21.1
    %Facilities and communication
    
    
    4.7
    %
    
    
    5.4
    %
    
    
    4.8
    %
    
    
    4.8
    %Other
    
    
    4.9
    %
    
    
    6.1
    %
    
    
    5.5
    %
    
    
    6.2
    %Depreciation and amortization
    
    
    1.0
    %
    
    
    0.9
    %
    
    
    1.1
    %
    
    
    0.8
    %Restructuring cost
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.1
    %
    
    
    0.0
    %Total operating expenses
    
    
    96.0
    %
    
    
    97.1
    %
    
    
    96.0
    %
    
    
    96.3
    %Operating income
    
    
    4.0
    %
    
    
    2.9
    %
    
    
    4.0
    %
    
    
    3.7
    %Interest expense
    
    
    0.0
    %
    
    
    0.1
    %
    
    
    0.0
    %
    
    
    0.0
    %Other income, net
    
    
    0.0
    %
    
    
    -0.1
    %
    
    
    -0.1
    %
    
    
    -0.1
    %Income before income taxes
    
    
    4.0
    %
    
    
    2.9
    %
    
    
    4.1
    %
    
    
    3.8
    %Income taxes
    
    
    1.5
    %
    
    
    1.1
    %
    
    
    1.5
    %
    
    
    1.5
    %Net income
    
    
    2.5
    %
    
    
    1.8
    %
    
    
    2.6
    %
    
    
    2.3
    %
 11




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##### 



DYNAMEX INC.
  Three months ended
    
    
    Nine months endedApril 30,
    
    
    April 30,(amounts in thousands)
    
    
    (amounts in thousands)2010
    
    
    2009
    
    
    2010
    
    
    2009Sales by service type:On demand
    
    $
    33,524
    
    
    
    32.2
    %
    
    $
    28,594
    
    
    
    31.0
    %
    
    $
    95,953
    
    
    
    31.8
    %
    
    $
    97,262
    
    
    
    31.9
    %Scheduled/distribution
    
    
    70,517
    
    
    
    67.8
    %
    
    
    63,640
    
    
    
    69.0
    %
    
    
    205,971
    
    
    
    68.2
    %
    
    
    207,980
    
    
    
    68.1
    %Total sales
    
    $
    104,041
    
    
    
    100.0
    %
    
    $
    92,234
    
    
    
    100.0
    %
    
    $
    301,924
    
    
    
    100.0
    %
    
    $
    305,242
    
    
    
    100.0
    %Sales by country:United States
    
    $
    63,877
    
    
    
    61.4
    %
    
    $
    60,348
    
    
    
    65.4
    %
    
    $
    187,789
    
    
    
    62.2
    %
    
    $
    195,382
    
    
    
    64.0
    %Canada
    
    
    40,164
    
    
    
    38.6
    %
    
    
    31,886
    
    
    
    34.6
    %
    
    
    114,135
    
    
    
    37.8
    %
    
    
    109,860
    
    
    
    36.0
    %Total sales
    
    $
    104,041
    
    
    
    100.0
    %
    
    $
    92,234
    
    
    
    100.0
    %
    
    $
    301,924
    
    
    
    100.0
    %
    
    $
    305,242
    
    
    
    100.0
    %
 Three months ended April 30, 2010 compared to three months ended April 30, 2009
      12




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##### 



DYNAMEX INC.
       Nine months ended April 30, 2010 compared to nine months ended April 30, 2009
     13




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##### 



DYNAMEX INC.
        Liquidity and Capital Resources
    14




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##### 



DYNAMEX INC.
    Level at April 30,Compliance Area
    
    Covenant
    
    2010Ratio of funded debt to EBITDA
    
    Maximum of 2.00 to 1.00
    
    0.29 to 1.00Total indebtedness
    
    $40 million, including Stand-by Letters of Credit
    
    $6.1 millionLetters of credit sublimit
    
    $10.0 million
    
    $6.1 millionTreasury stock purchases during the subject period
    
    Ratio of funded debt to EBITDA maximum of 1.50 to 1.00; based on pro forma effect of treasury stock purchases
    
    0.29 to 1.00Fixed charge coverage ratio
    
    Equal to or greater than 1.50 to 1.00
    
    8.99 to 1.00
  Three months ended
    
    
    Nine months endedApril 30,
    
    
    April 30,(amounts in thousands)
    
    
    (amounts in thousands)2010
    
    
    2009
    
    
    2010
    
    
    2009Net income
    
    $
    2,624
    
    
    $
    1,635
    
    
    $
    7,866
    
    
    $
    6,983Adjustments:Income tax expense
    
    
    1,492
    
    
    
    1,082
    
    
    
    4,403
    
    
    
    4,681Interest expense
    
    
    41
    
    
    
    51
    
    
    
    133
    
    
    
    132Depreciation and amortization
    
    
    1,079
    
    
    
    849
    
    
    
    3,183
    
    
    
    2,443EBITDA
    
    
    5,236
    
    
    
    3,617
    
    
    
    15,585
    
    
    
    14,239EBITDA % to Sales
    
    
    5.0
    %
    
    
    3.9
    %
    
    
    5.2
    %
    
    
    4.7
    %
  15




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##### 



DYNAMEX INC.
 Inflation
  16




---



##### 



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




---



##### 



DYNAMEX INC.
 
 Item 4. Controls and Procedures
   18




---



##### 



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




---



##### 



DYNAMEX INC.
 
 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.
 The current global economic crisis 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
  20




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DYNAMEX INC.
 We Rely on Independent Contractor Owner-Operator Drivers to Make Deliveries for Our Customers
    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
  21




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DYNAMEX INC.
  Technological Advances May Adversely Affect Our Business
  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
  22




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DYNAMEX INC.
 
 Item 6. Exhibits
  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
 23




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DYNAMEX INC.
 
 SIGNATURES
  DYNAMEX INC.Dated:      June 4, 2010
    by
    /s/ James L. WelchJames L. WelchPresident and Chief Executive Officer
(Principal Executive Officer)Dated:      June 4, 2010
    by
    /s/ Ray E. SchmitzRay E. SchmitzExecutive Vice President  Chief Financial Officer
(Principal Financial Officer)Dated:      June 4, 2010
    by
    /s/ Gilbert JonesGilbert JonesVice President - Corporate Controller
(Principal Accounting Officer) 24




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EXHIBIT INDEX
 Exhibits
 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