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Previous: US GOLF & ENTERTAINMENT INC, SB-2/A, 1997-07-31 |
Next: SPRINT SPECTRUM L P, 10-K/A, 1997-07-31 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 15, 1997
DYNAMEX INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-21057 86-0712225
(State of (Commission File (IRS employment
Incorporation) Number) identification no.)
1431 GREENWAY DRIVE
SUITE 345
IRVING, TEXAS 75038
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972)-756-8184
PAGE 1 OF 6 PAGES
<PAGE> 2
Paragraph (b) of Item 7 of the Form 8-K previously filed on May 28, 1997 is
hereby amended to read as follows:
Item 7. Financial Statements and Exhibits.
(b) Proformal financial information. Proforma financial statements of the
company and RoadRunner Transportation, Inc. as of April 30, 1997 and the nine
months then ended and for the year ended July 31, 1996 giving effect to the
acquisition of RoadRunner Transportation, Inc. are set forth on pages 3 through
6 of this report.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DYNAMEX INC.
Date: July 31, 1997 By: /s/ Robert P. Capps
---------------------------------------
Robert P. Capps
Vice President, Chief Financial Officer
2
<PAGE> 3
DYNAMEX INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands Except Per Share Data)
<TABLE>
<CAPTION>
The Company
The Proforma
Company RoadRunner as Adjusted
April 30, February 28, Proforma April 30,
1997 1997 Adjustments 1997
--------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
CURRENT
Cash and cash equivalents $ 1,192 $ 12 $ -- $ 1,204
Accounts receivable - net 18,405 2,093 -- 20,498
Prepaid and other current assets 2,683 87 -- 2,770
------- ------- -------- -------
22,280 2,192 -- 24,472
PROPERTY AND EQUIPMENT - net 4,673 2,564 -- 7,237
INTANGIBLES - net 39,249 -- 12,097 (2) 51,521
DEFERRED OFFERING EXPENSES -- -- -- --
OTHER ASSETS 1,806 206 -- 2,012
------- ------- -------- -------
$68,008 $ 4,962 $ 12,097 $85,067
======= ======= ======== =======
LIABILITIES
CURRENT LIABILITIES $10,964 $ 2,485 $ -- $13,449
LONG-TERM DEBT 20,301 574 11,200 (1) 32,075
2,800 (1)
STOCKHOLDERS' EQUITY 36,743 1,903 (1,903) (2) 39,543
------- ------- -------- -------
$68,008 $ 4,952 $ 12,097 $85,067
======= ======= ======== =======
</TABLE>
See accompanying notes to unaudited proforma consolidated
condensed financial statements
3
<PAGE> 4
DYNAMEX INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(In Thousands Except Per Share Data)
<TABLE>
<CAPTION>
The
Company The Company
proforma RoadRunner proforma as
nine months nine months adjusted nine
ended ended months ended
April 30, February 28, ProForma April 30,
1997 1997 Adjustments 1997
----------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C>
SALES $91,756 $17,058 $ (625) (1) $108,189
COST OF SALES 61,060 9,613 (832) (1) 69,841
------- ------- ------- --------
GROSS PROFIT 30,696 7,445 502 38,348
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 23,166 6,312 (365) (2) 29,113
DEPRECIATION AND AMORTIZATION
2,531 752 360 (3) 3,643
------- ------- ------- --------
OPERATING INCOME 4,999 381 254 5,592
INTEREST EXPENSE 770 144 513 (4) 1,427
OTHER (Income) -- 137 (137) (5) --
------- ------- ------- --------
INCOME (LOSS) BEFORE TAXES 4,229 100 (39) 4,165
INCOME TAXES 1,689 -- 24 (6) 1,663
------- ------- ------- --------
NET INCOME $ 2,540 $ 100 $ 272 $ 2,502
======= ======= ======= ========
NET INCOME PER COMMON SHARE $ 0.32 $ -- $ -- $ 0.35
======= ======= ======= ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
6,649 -- -- 7,210
======= ======= ======= ========
</TABLE>
See accompanying notes to the unaudited proforma consolidated
condensed financial statements
4
<PAGE> 5
DYNAMEX INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(In Thousands Except Per Share Data)
<TABLE>
<CAPTION>
IPO Acquired
Mayne Nickless Companies
six months Proforma RoadRunner The Company
The Company ended Combined year year ended Proforma
year ended December 28, ended June 30, May 31, Proforma Year ended
July 31, 1996 1995 1996 1996 Adjustments July 31, 1996
------------- -------------- -------------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
SALES $71,812 $14,008 $ 20,345 $19,876 $(3,437) (1)(7) $ 122,604
COST OF SALES 50,018 7,985 12,581 11,025 (2,579) (1)(7) 79,030
------- ------- -------- ------- ------- ---------
GROSS PROFIT 21,794 6,023 7,764 8,851 (858) 43,574
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 17,545 4,924 6,038 7,349 (1,391) (2)(7) 34,465
DEPRECIATION AND AMORTIZATION 1,542 312 287 707 716 (3) 3,564
------- ------- -------- ------- ------- ---------
OPERATING INCOME 2,707 787 1,439 795 (183) 5,545
INTEREST EXPENSE 1,655 36 76 118 1,244 (4) 3,129
OTHER (Income) -- -- (153) -- -- (153)
------- ------- -------- ------- ------- ---------
INCOME (LOSS) BEFORE TAXES 1,052 751 1,516 677 (1,427) 2,569
INCOME TAXES 176 -- 45 -- 915 (6) 1,136
------- ------- -------- ------- ------- ---------
NET INCOME (LOSS) $ 876 $ 751 $ 1,471 $ 677 $(2,342) $ 1,433
======= ======= ======== ======= ======= =========
NET INCOME PER COMMON SHARE $ 0.23 $ -- $ -- $ -- $ -- 0.30
======= ======= ======== ======= ======= =========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 3,732 -- -- -- -- 4,850
======= ======= ======== ======= ======= =========
</TABLE>
See accompanying notes to unaudited proforma consolidated
condensed financial statements
5
<PAGE> 6
DYNAMEX INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PROFORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying Unaudited Proforma Consolidated Condensed Balance
Sheet presents the financial condition of the Company as if the acquisition of
Road Runner Transportation, Inc. ("Road Runner") had occurred as of April 30,
1997. The Unaudited Proforma Consolidated Condensed Statement of Operations for
the nine months and April 30, 1997, presents the results of operations of the
Company as if the acquisition of Road Runner and five companies acquired
concurrently with the Company's listed public offering (the "IPO Acquisitions")
had occurred as of the beginning of such period. In addition, the Unaudited
Proforma Consolidated Condensed Statement of Operations for the year end July
31, 1996, presents the results of operations of the Company as if the above
transactions and the acquisition of certain assets of Mayne Nickless Courier
Systems, Inc., Mayne Nickless Messenger Services, Inc. and Mayne Nickless
Canada Inc. (collectively "Mayne Nickless") had occurred at the beginning of
that period.
Adjustments to Proforma Condensed Balance Sheet:
(1) To reflect purchase of Road Runner.
The purchase price is comprised of:
<TABLE>
<S> <C>
Cash $11,200
Common stock (350,000 shares) 2,800
-------
$14,000
=======
</TABLE>
The cash portion of the purchase price was financed with
borrowings from the Company's revolving credit facility.
(2) To reflect Road Runner and to adjust the assets and liabilities
of Road Runner to fair value. The purchase price is allocated as
follows:
<TABLE>
<CAPTION>
(in Thousands)
<S> <C>
Purchase price $14,000
Net book value of Road Runner (1,903)
-------
Excess of purchase price over net
book value of assets acquired $12,097
=======
</TABLE>
Adjustments to Proforma Condensed Statement of Operations:
(1) To eliminate business operations of Road Runner not acquired.
(2) To adjust Road Runner operating costs for certain non-ongoing
items.
(3) To adjust depreciation and amortization to reflect effect of
allocations of purchase price.
(4) To adjust interest expense to reflect additional borrowings related
to acquisitions.
(5) To eliminate other income related to operations not acquired.
(6) To adjust provision for income taxes.
(7) To eliminate operating results of Mayne Nickless for the month of
July 1995 so as not to include more than 12 months operating
results for these operations.
6
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