##### 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, 2008
 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.)5429 LBJ Freeway, Suite 1000, Dallas, Texas
    
    75240(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:
(214) 560-9000
 þ o
  Large accelerated filer o



    Accelerated filer þ
    


 Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



INDEX
 PagePART IFINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets
January 31, 2008 (Unaudited) and July 31, 2007
    
    
    2Condensed Statements of Consolidated Operations (Unaudited)
Three and six months ended January 31, 2008 and 2007
    
    
    3Condensed Statements of Consolidated Cash Flows (Unaudited)
Six months ended January 31, 2008 and 2007
    
    
    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
    
    
    18Item 4. Controls and Procedures
    
    
    19PART IIOTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    
    24Item 6. Exhibits
    
    
    25Signatures
    
    
    26Exhibit Index
    
    
    E-1Certification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
  1




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##### Table of Contents



DYNAMEX INC.
 
 PART I
FINANCIAL INFORMATION
 
  
 
 January 31,
    
    
    July 31,2008
    
    
    2007(Unaudited)ASSETSCURRENTCash and cash equivalents
    
    $
    8,572
    
    
    $
    8,857Accounts receivable (net of allowance for doubtful accounts
of $849 and $866, respectively)
    
    
    50,746
    
    
    
    42,649Income taxes receivable
    
    
    1,681
    
    
    
    1,092Prepaid and other current assets
    
    
    2,182
    
    
    
    3,559Deferred income taxes
    
    
    3,425
    
    
    
    3,136Total current assets
    
    
    66,606
    
    
    
    59,293PROPERTY AND EQUIPMENT  net
    
    
    8,730
    
    
    
    8,495GOODWILL
    
    
    48,357
    
    
    
    47,613INTANGIBLES  net
    
    
    902
    
    
    
    326DEFERRED INCOME TAXES
    
    
    535
    
    
    
    1,398OTHER
    
    
    4,500
    
    
    
    3,915Total assets
    
    $
    129,630
    
    
    $
    121,040LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable trade
    
    $
    11,454
    
    
    $
    15,426Accrued liabilities
    
    
    23,938
    
    
    
    21,679Total current liabilities
    
    
    35,392
    
    
    
    37,105LONG-TERM DEBT
    
    
    
    
    
    
    OTHER LONG-TERM LIABILITIES
    
    
    2,421
    
    
    
    2,526Total liabilities
    
    
    37,813
    
    
    
    39,631COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITYPreferred stock; $0.01 par value, 10,000 shares authorized;
none outstanding
    
    
    
    
    
    
    Common stock; $0.01 par value, 50,000 shares authorized;
10,239 and 10,145 outstanding, respectively
    
    
    102
    
    
    
    101Additional paid-in capital
    
    
    47,318
    
    
    
    45,671Retained earnings
    
    
    38,535
    
    
    
    31,122Accumulated other comprehensive income
    
    
    5,862
    
    
    
    4,515Total stockholders equity
    
    
    91,817
    
    
    
    81,409Total liabilities and stockholders equity
    
    $
    129,630
    
    
    $
    121,040
  2




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##### Table of Contents



DYNAMEX INC.
 
 
 Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Sales
    
    $
    111,957
    
    
    $
    100,988
    
    
    $
    223,709
    
    
    $
    201,603Cost of sales:Purchased transportation
    
    
    73,596
    
    
    
    66,138
    
    
    
    147,517
    
    
    
    132,005Other direct costs
    
    
    8,528
    
    
    
    8,675
    
    
    
    16,654
    
    
    
    16,495Cost of sales
    
    
    82,124
    
    
    
    74,813
    
    
    
    164,171
    
    
    
    148,500Gross profit
    
    
    29,833
    
    
    
    26,175
    
    
    
    59,538
    
    
    
    53,103Selling, general and administrative expenses:Salaries and employee benefits
    
    
    16,967
    
    
    
    14,583
    
    
    
    33,041
    
    
    
    28,665Other
    
    
    6,929
    
    
    
    6,810
    
    
    
    13,515
    
    
    
    13,257Selling, general and administrative expenses
    
    
    23,896
    
    
    
    21,393
    
    
    
    46,556
    
    
    
    41,922Depreciation and amortization
    
    
    702
    
    
    
    596
    
    
    
    1,373
    
    
    
    1,188(Gain) loss on disposal of property and equipment
    
    
    (7
    )
    
    
    (2
    )
    
    
    (16
    )
    
    
    6Operating income
    
    
    5,242
    
    
    
    4,188
    
    
    
    11,625
    
    
    
    9,987Interest expense
    
    
    54
    
    
    
    116
    
    
    
    132
    
    
    
    228Other income, net
    
    
    (204
    )
    
    
    (1,640
    )
    
    
    (304
    )
    
    
    (1,732
    )Income before income taxes
    
    
    5,392
    
    
    
    5,712
    
    
    
    11,797
    
    
    
    11,491Income taxes
    
    
    1,973
    
    
    
    1,990
    
    
    
    4,384
    
    
    
    4,121Net income
    
    $
    3,419
    
    
    $
    3,722
    
    
    $
    7,413
    
    
    $
    7,370Basic earnings per common share:
    
    $
    0.33
    
    
    $
    0.35
    
    
    $
    0.73
    
    
    $
    0.70Diluted earnings per common share:
    
    $
    0.33
    
    
    $
    0.35
    
    
    $
    0.72
    
    
    $
    0.68Weighted average shares:Common shares outstanding
    
    
    10,232
    
    
    
    10,602
    
    
    
    10,203
    
    
    
    10,601Adjusted common shares  assuming
exercise of stock options
    
    
    10,342
    
    
    
    10,783
    
    
    
    10,309
    
    
    
    10,767
  3




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##### Table of Contents



DYNAMEX INC.
 
 
 Six months endedJanuary 31,2008
    
    
    2007OPERATING ACTIVITIESNet income
    
    $
    7,413
    
    
    $
    7,370Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation and amortization
    
    
    1,373
    
    
    
    1,188Amortization of deferred bank financing fees
    
    
    10
    
    
    
    14Provision for losses on accounts receivable
    
    
    217
    
    
    
    322Stock option compensation
    
    
    607
    
    
    
    526Deferred income taxes
    
    
    574
    
    
    
    1,402Lessor financed leasehold improvements
    
    
    
    
    
    
    1,989Non-cash rent expense
    
    
    23
    
    
    
    532(Gain) loss on disposal of property and equipment
    
    
    (16
    )
    
    
    6Changes in current operating assets and liabilities:Accounts receivable
    
    
    (8,314
    )
    
    
    (7,974
    )Prepaids and other current assets
    
    
    787
    
    
    
    790Accounts payable and accrued liabilities
    
    
    (1,713
    )
    
    
    (12
    )Net cash provided by operating activities
    
    
    961
    
    
    
    6,153INVESTING ACTIVITIESPurchase of property and equipment
    
    
    (1,470
    )
    
    
    (2,732
    )Acquisition of customer lists
    
    
    (657
    )
    
    
    Purchase of investments
    
    
    (261
    )
    
    
    (230
    )Net cash used in investing activities
    
    
    (2,388
    )
    
    
    (2,962
    )FINANCING ACTIVITIESPrincipal payments on long-term debt
    
    
    
    
    
    
    (2
    )Net payments under line of credit
    
    
    
    
    
    
    (900
    )Proceeds from stock option exercise
    
    
    893
    
    
    
    159Tax benefit realized by exercise of stock options
    
    
    148
    
    
    
    83Purchase and retirement of treasury stock
    
    
    
    
    
    
    (1,094
    )Other assets and deferred financing fees
    
    
    (340
    )
    
    
    (1,132
    )Net cash provided by (used in) financing activities
    
    
    701
    
    
    
    (2,886
    )EFFECT OF EXCHANGE RATES ON CASH
    
    
    441
    
    
    
    (1,423
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (285
    )
    
    
    (1,118
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    8,857
    
    
    
    6,058CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    8,572
    
    
    $
    4,940SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid for interest
    
    $
    86
    
    
    $
    206Cash paid for taxes
    
    $
    4,268
    
    
    $
    2,100
  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 
   Business and credit concentrations 
   Other assets  Recoverable contract contingency costs
 Other long-term liabilities
 5




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DYNAMEX INC.
   2. Comprehensive Income
  Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    3,419
    
    
    $
    3,722
    
    
    $
    7,413
    
    
    $
    7,370Foreign currency translation gains (losses)
    
    
    (1,722
    )
    
    
    (1,976
    )
    
    
    1,361
    
    
    
    (1,988
    )Unrealized gains (losses) on investments
    
    
    (106
    )
    
    
    (95
    )
    
    
    (14
    )
    
    
    32Comprehensive income
    
    $
    1,591
    
    
    $
    1,651
    
    
    $
    8,760
    
    
    $
    5,414
 3. Intangibles  net
  AccumulatedAsset
    
    
    amortization
    
    
    NetDeferred bank financing fees
    
    $
    132
    
    
    $
    (132
    )
    
    $
    Customer lists
    
    
    749
    
    
    
    (141
    )
    
    
    608Trademarks and other
    
    
    470
    
    
    
    (176
    )
    
    
    294Total
    
    $
    1,351
    
    
    $
    (449
    )
    
    $
    902
 Amortization expense
    
    
    Amortization expenseThree months ended January 31,
    
    
    Six months ended January 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Deferred bank financing fees
    
    $
    2
    
    
    $
    8
    
    
    $
    10
    
    
    $
    14Customer lists
    
    
    41
    
    
    
    8
    
    
    
    64
    
    
    
    16Trademarks and other
    
    
    4
    
    
    
    4
    
    
    
    9
    
    
    
    9Total
    
    $
    47
    
    
    $
    20
    
    
    $
    83
    
    
    $
    39
 6




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##### Table of Contents



DYNAMEX INC.
 4. Computation of Earnings Per Share
 Earnings Per Share
 Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    3,419
    
    
    $
    3,722
    
    
    $
    7,413
    
    
    $
    7,370Weighted average common shares outstanding
    
    
    10,232
    
    
    
    10,602
    
    
    
    10,203
    
    
    
    10,601Common share equivalents related to options
    
    
    110
    
    
    
    181
    
    
    
    106
    
    
    
    166Common shares and common share equivalents
    
    
    10,342
    
    
    
    10,783
    
    
    
    10,309
    
    
    
    10,767Net income per common share:Basic
    
    $
    0.33
    
    
    $
    0.35
    
    
    $
    0.73
    
    
    $
    0.70Diluted
    
    $
    0.33
    
    
    $
    0.35
    
    
    $
    0.72
    
    
    $
    0.68
 5. Repurchase of Equity Securities
  6. Contingencies
    7




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DYNAMEX INC.
     7. Other Income
    8




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##### Table of Contents



DYNAMEX INC.
 Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Income before income taxes  As reported
    
    $
    5,392
    
    
    $
    5,712
    
    
    $
    11,797
    
    
    $
    11,491Income from transfer pricing (foreign exchange
gain and interest income)
    
    
    
    
    
    
    1,362
    
    
    
    
    
    
    
    1,362Income before income taxes  Excluding
transfer pricing effects
    
    $
    5,392
    
    
    $
    4,350
    
    
    $
    11,797
    
    
    $
    10,129Income taxes  As reported
    
    $
    1,973
    
    
    $
    1,990
    
    
    $
    4,384
    
    
    $
    4,121Income tax effects (foreign exchange
gain, interest income and intercompany services)
    
    
    
    
    
    
    390
    
    
    
    
    
    
    
    390Income taxes  Excluding transfer pricing effects
    
    $
    1,973
    
    
    $
    1,600
    
    
    $
    4,384
    
    
    $
    3,731Net income  As reported
    
    $
    3,419
    
    
    $
    3,722
    
    
    $
    7,413
    
    
    $
    7,370Net income  Excluding transfer pricing effects
    
    $
    3,419
    
    
    $
    2,750
    
    
    $
    7,413
    
    
    $
    6,398Net income from the transfer pricing transactions
    
    $
    
    
    
    $
    972
    
    
    $
    
    
    
    $
    972Earnings per share:Basic  As reported
    
    $
    0.33
    
    
    $
    0.35
    
    
    $
    0.73
    
    
    $
    0.70Transfer pricing adjustment
    
    
    
    
    
    
    0.09
    
    
    
    
    
    
    
    0.09Basic  Excluding transfer pricing effects
    
    $
    0.33
    
    
    $
    0.26
    
    
    $
    0.73
    
    
    $
    0.61Fully diluted  As reported
    
    $
    0.33
    
    
    $
    0.35
    
    
    $
    0.72
    
    
    $
    0.68Transfer pricing adjustment
    
    
    
    
    
    
    0.09
    
    
    
    
    
    
    
    0.09Fully diluted  Excluding transfer pricing effects
    
    $
    0.33
    
    
    $
    0.26
    
    
    $
    0.72
    
    
    $
    0.59
 8. Income Taxes
   9




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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
        10




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DYNAMEX INC.
 Critical Accounting Policies
  Recent Accounting Pronouncements
     11




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DYNAMEX INC.
 Results of Operations
  Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales:Purchased transportation
    
    
    65.7
    %
    
    
    65.5
    %
    
    
    65.9
    %
    
    
    65.5
    %Other direct costs
    
    
    7.6
    %
    
    
    8.6
    %
    
    
    7.5
    %
    
    
    8.2
    %Cost of sales
    
    
    73.3
    %
    
    
    74.1
    %
    
    
    73.4
    %
    
    
    73.7
    %Gross profit
    
    
    26.7
    %
    
    
    25.9
    %
    
    
    26.6
    %
    
    
    26.3
    %Selling, general and administrative expenses:Salaries and employee benefits
    
    
    15.1
    %
    
    
    14.5
    %
    
    
    14.8
    %
    
    
    14.2
    %Other
    
    
    6.2
    %
    
    
    6.7
    %
    
    
    6.0
    %
    
    
    6.6
    %Selling, general and administrative expenses
    
    
    21.3
    %
    
    
    21.2
    %
    
    
    20.8
    %
    
    
    20.8
    %Depreciation and amortization
    
    
    0.6
    %
    
    
    0.6
    %
    
    
    0.6
    %
    
    
    0.6
    %(Gain) loss on disposal of property and equipment
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Operating income
    
    
    4.8
    %
    
    
    4.1
    %
    
    
    5.2
    %
    
    
    4.9
    %Interest expense
    
    
    0.0
    %
    
    
    0.1
    %
    
    
    0.1
    %
    
    
    0.1
    %Other income, net
    
    
    -0.2
    %
    
    
    -1.6
    %
    
    
    -0.2
    %
    
    
    -0.9
    %Income before income taxes
    
    
    5.0
    %
    
    
    5.6
    %
    
    
    5.3
    %
    
    
    5.7
    %Income taxes
    
    
    1.8
    %
    
    
    2.0
    %
    
    
    2.0
    %
    
    
    2.0
    %Net income
    
    
    3.2
    %
    
    
    3.6
    %
    
    
    3.3
    %
    
    
    3.7
    %
 12




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##### Table of Contents



DYNAMEX INC.
  Three months endedJanuary 31,2008
    
    
    2007Sales by service type:On demand
    
    $
    36,840
    
    
    
    32.9
    %
    
    $
    32,810
    
    
    
    32.5
    %Scheduled/distribution
    
    
    36,570
    
    
    
    32.7
    %
    
    
    36,203
    
    
    
    35.8
    %Outsourcing
    
    
    38,547
    
    
    
    34.4
    %
    
    
    31,975
    
    
    
    31.7
    %Total sales
    
    $
    111,957
    
    
    
    100.0
    %
    
    $
    100,988
    
    
    
    100.0
    %Sales by country:United States
    
    $
    68,157
    
    
    
    60.9
    %
    
    $
    63,709
    
    
    
    63.1
    %Canada
    
    
    43,800
    
    
    
    39.1
    %
    
    
    37,279
    
    
    
    36.9
    %Total sales
    
    $
    111,957
    
    
    
    100.0
    %
    
    $
    100,988
    
    
    
    100.0
    %
 Six months endedJanuary 31,2008
    
    
    2007Sales by service type:On demand
    
    $
    74,100
    
    
    
    33.1
    %
    
    $
    69,335
    
    
    
    34.4
    %Scheduled/distribution
    
    
    73,063
    
    
    
    32.7
    %
    
    
    67,860
    
    
    
    33.7
    %Outsourcing
    
    
    76,546
    
    
    
    34.2
    %
    
    
    64,408
    
    
    
    31.9
    %Total sales
    
    $
    223,709
    
    
    
    100.0
    %
    
    $
    201,603
    
    
    
    100.0
    %Sales by country:United States
    
    $
    137,640
    
    
    
    61.5
    %
    
    $
    127,671
    
    
    
    63.3
    %Canada
    
    
    86,069
    
    
    
    38.5
    %
    
    
    73,932
    
    
    
    36.7
    %Total sales
    
    $
    223,709
    
    
    
    100.0
    %
    
    $
    201,603
    
    
    
    100.0
    %
 Three months ended January 31, 2008 compared to three months ended January 31, 2007
   13




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##### Table of Contents



DYNAMEX INC.
       Six months ended January 31, 2008 compared to six months ended January 31, 2007
   14




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##### Table of Contents



DYNAMEX INC.
        Liquidity and Capital Resources
   15




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##### Table of Contents



DYNAMEX INC.
     Level at January 31,Compliance Area
    
    Covenant
    
    2008Ratio of funded debt to EBITDA
    
    Maximum of 2.00 to 1.00
    
    0.21Total indebtedness
    
    $20 million, including LOCs
    
    $5.9 millionLetters of credit sublimit
    
    $7.5 million
    
    $5.9 millionMaximum treasury stock
purchases in any fiscal year
    
    $20 million
    
    $0Fixed charge coverage ratio
    
    Equal to or greater than 1.50 to 1.00
    
    1.64
  16




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DYNAMEX INC.
 Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    3,419
    
    
    $
    3,722
    
    
    $
    7,413
    
    
    $
    7,370Adjustments:Income tax expense
    
    
    1,973
    
    
    
    1,990
    
    
    
    4,384
    
    
    
    4,121Interest expense
    
    
    54
    
    
    
    116
    
    
    
    132
    
    
    
    228Depreciation and amortization
    
    
    702
    
    
    
    596
    
    
    
    1,373
    
    
    
    1,188EBITDA
    
    $
    6,148
    
    
    $
    6,424
    
    
    $
    13,302
    
    
    $
    12,907EBITDA margin
    
    
    5.5
    %
    
    
    6.4
    %
    
    
    5.9
    %
    
    
    6.4
    %
  Inflation
  17




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DYNAMEX INC.
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Foreign Exchange Exposure
   Interest Rate Exposure
  18




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DYNAMEX INC.
 
 Item 4. Controls and Procedures
   19




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DYNAMEX INC.
 
 PART II
OTHER INFORMATION
 
 Item 1. Legal Proceedings
       
 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
 20




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DYNAMEX INC.
 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.
 Competition May Adversely Affect Our Results
  An Increase in Claims May Expose Us to Losses
  We Rely on Independent Contractor Owner-Operator Drivers to Make Deliveries for Our Customers
    We May Be Adversely Affected by Local Delivery Industry and General Economic Conditions
  Fluctuations of Foreign Exchange Rates May Adversely Affect Our Results
  21




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DYNAMEX INC.
  Failure to Maintain Permits and Licensing May Adversely Affect Our Ability to Operate
  We Depend Upon Key Personnel for Our Continued Operations
  Technological Advances May Adversely Affect Our Business
  We Are Highly Dependent Upon Our Technology Infrastructure
  We Are Dependent on Availability of Qualified Delivery Personnel
  We May Need for Additional Financing to Pursue Our Acquisition Strategy
  22




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DYNAMEX INC.
  Factors Beyond Our Control May Affect the Volatility of Our Stock Price
  Escalating Fuel Costs May Adversely Affect Our Financial Condition and Results of Operations
  23




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DYNAMEX INC.
 
 Item 4. Submission of Matters to a Vote of Security Holders
  Proposal #1
    
    To elect five (5) directors of the Company
 Nominee
    
    For
    
    WithheldRichard K. McClelland
    
    
    9,509,335
    
    
    
    60,222Brian J. Hughes
    
    
    9,472,570
    
    
    
    96,987Wayne Kern
    
    
    7,660,716
    
    
    
    1,908,841Bruce E. Ranck
    
    
    9,523,976
    
    
    
    45,581Stephen P. Smiley
    
    
    9,453,653
    
    
    
    115,904
 Proposal #2
    
    To approve the adoption of the Companys 2008 Equity Compensation Plan.
 For
    
    Against
    
    Abstain
    
    Non-Votes6,130,793
    
    
    618,174
    
    
    
    6,070
    
    
    
    2,814,520
 Proposal #3
    
    To ratify the appointment of BDO Seidman, LLP as independent auditors of the
Company for the year ending July 31, 2008
 For
    
    Against
    
    Abstain9,534,853
    
    
    18,999
    
    
    
    15,705
 24




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##### Table of Contents



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
 25




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##### Table of Contents



SIGNATURES
  DYNAMEX INC.Dated: March 11, 2008
    by
    /s/ Richard K. McClellandRichard K. McClellandPresident, Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)Dated: March 11, 2008
    by
    /s/ Ray E. SchmitzRay E. SchmitzVice President  Chief Financial Officer
(Principal Financial Officer)Dated: March 11, 2008
    by
    /s/ Samuel T. HicksSamuel T. HicksCorporate Controller
(Principal Accounting Officer) 26




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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