UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 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)
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Delaware |
86-0712225 |
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(State of incorporation) |
(I.R.S. Employer Identification No.) |
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1870 Crown Drive, Dallas, Texas |
75234 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code:
(214) 561-7500
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o
The number of shares of the registrant’s common stock, $.01 par value, outstanding as of March 1, 2005 was 11,585,897 shares.
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INDEX |
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Page |
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PART I |
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FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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Condensed Consolidated Balance Sheets January 31, 2005 (Unaudited) and July 31, 2004 |
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2 |
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Condensed Statements of Consolidated Operations (Unaudited) Three and six months ended January 31, 2005 and 2004 |
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3 |
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Condensed Statements of Consolidated Cash Flows (Unaudited) Six months ended January 31, 2005 and 2004 |
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4 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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5 |
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Item 2. Management’s
Discussion and Analysis of Financial Condition and |
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8 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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16 |
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Item 4. Controls and Procedures |
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17 |
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PART II |
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OTHER INFORMATION |
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Item 1. Legal Proceedings |
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18 |
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Item 4. Submission of Matters to a Vote of Security Holders |
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18 |
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Item 6. Exhibits and Reports on Form 8-K |
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19 |
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Signatures |
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20 |
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Exhibit Index |
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E-1 |
1
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
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DYNAMEX INC. |
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Condensed Consolidated Balance Sheets |
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(in thousands, except per share data) |
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January 31, |
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July 31, |
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2005 |
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2004 |
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(Unaudited) |
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ASSETS |
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CURRENT |
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Cash and cash equivalents |
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$ |
8,257 |
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$ |
7,927 |
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Accounts receivable (net of allowance for doubtful accounts of $733 and $751, respectively) |
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31,049 |
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27,355 |
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Prepaid and other current assets |
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2,667 |
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1,825 |
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Deferred income taxes |
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2,088 |
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2,359 |
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Total current assets |
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44,061 |
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39,466 |
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PROPERTY AND EQUIPMENT - net |
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4,943 |
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4,731 |
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GOODWILL |
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45,973 |
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45,271 |
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INTANGIBLES - net |
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447 |
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475 |
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DEFERRED INCOME TAXES |
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9,210 |
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10,910 |
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OTHER |
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1,474 |
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1,219 |
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Total assets |
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$ |
106,108 |
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$ |
102,072 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES |
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Accounts payable trade |
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$ |
7,421 |
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$ |
5,910 |
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Accrued liabilities |
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15,058 |
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16,852 |
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Total current liabilities |
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22,479 |
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22,762 |
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LONG-TERM DEBT |
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5,810 |
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10,000 |
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Total liabilities |
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28,289 |
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32,762 |
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COMMITMENTS AND CONTINGENCIES |
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STOCKHOLDERS’ EQUITY |
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Preferred stock; $0.01 par value, 10,000 shares authorized; none outstanding |
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— |
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— |
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Common stock; $0.01 par value, 50,000 shares authorized; 11,585 and 11,435 outstanding, respectively |
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116 |
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114 |
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Additional paid-in capital |
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76,768 |
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75,309 |
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Accumulated deficit |
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(1,684 |
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(7,417 |
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Accumulated other comprehensive income |
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2,619 |
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1,304 |
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Total stockholders’ equity |
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77,819 |
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69,310 |
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Total liabilities and stockholders’ equity |
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$ |
106,108 |
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$ |
102,072 |
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See accompanying notes to the condensed consolidated financial statements. |
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2
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DYNAMEX INC. |
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Condensed Statements of Consolidated Operations |
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(in thousands except per share data) |
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(Unaudited) |
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Three months ended |
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Six months ended |
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January 31, |
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January 31, |
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2005 |
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2004 |
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2005 |
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2004 |
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Sales |
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$ |
78,756 |
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$ |
69,375 |
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$ |
155,316 |
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$ |
139,449 |
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Cost of sales: |
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Purchased transportation |
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