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<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): SEPTEMBER 30, 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 October 7, 1997 is
hereby amended to read as follows:
Item 7. Financial Statements and Exhibits.
(b) Proforma financial information. Proforma financial statements of the Company
and the New York Companies as of July 31, 1997 and for the year ended July 31,
1997, giving effect to the acquisition of the New York Companies, are set forth
on pages 3 through 5 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: November 26, 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
The New York Company
The Company Companies Proforma
July 31, May 31, Proforma July 31,
1997 1997 Adjustments 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
ASSETS
CURRENT
Cash and cash equivalents $ 1,326 $ 338 $ -- $ 1,664
Accounts receivable - net 20,867 2,156 -- 23,023
Prepaid and other current assets 3,898 519 -- 4,417
--------- --------- --------- ---------
26,091 3,013 -- 29,104
PROPERTY AND EQUIPMENT - net 5,787 94 -- 5,881
INTANGIBLES - net 54,036 9 11,918(2) 65,963
OTHER ASSETS 2,237 30 -- 2,267
--------- --------- --------- ---------
$ 88,151 $ 3,146 $ 11,918 $ 103,215
========= ========= ========= =========
LIABILITIES
CURRENT LIABILITIES $ 14,663 $ 2,964 $ (2,500) $ 15,127
LONG-TERM DEBT 32,388 -- 14,600(1) 46,988
STOCKHOLDERS' EQUITY 41,100 182 (182) 41,100
--------- --------- --------- ---------
$ 88,151 $ 3,146 $ 11,918 $ 103,215
========= ========= ========= =========
</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
The New York Company
The Company Companies year proforma
year ended ended May 31, ProForma year ended
July 31, 1997 1997 Adjustments July 31, 1997
--------------- ---------------- --------------- -----------------
<S> <C> <C> <C> <C>
SALES $ 131,867 $ 21,835 $ -- $ 153,702
COST OF SALES 87,193 16,657 103,850
--------- --------- --------- ---------
GROSS PROFIT 44,674 5,178 49,852
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 33,318 4,541 (1,959)(2) 35,900
DEPRECIATION AND AMORTIZATION
3,543 52 708(3) 4,303
--------- --------- --------- ---------
OPERATING INCOME 7,813 585 1,251 9,649
INTEREST EXPENSE 1,481 48 1,120(4) 2,649
OTHER (Income) -- 1,500 (1,500)(1) --
--------- --------- --------- ---------
INCOME (LOSS) BEFORE TAXES 6,332 (963) 1,631 7,000
INCOME TAXES 2,485 114 223(5) 2,822
--------- --------- --------- ---------
NET INCOME $ 3,847 $ (1,077) $ 1,408 $ 4,178
========= ========= ========= =========
NET INCOME PER COMMON SHARE $ 0.56 $ -- $ -- $ 0.61
========= ========= ========= =========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 6,836 -- -- 6,836
========= ========= ========= =========
</TABLE>
See accompanying notes to the unaudited proforma consolidated
condensed financial statements
4
<PAGE> 5
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
City Courier, Inc., New York Document Exchange Corporation and
Eastside/Westside, Inc. (collectively, the "New York Companies") had occurred as
of July 31, 1997. The Unaudited Proforma Consolidated Condensed Statement of
Operations for the year end July 31, 1997, presents the results of operations of
the Company as if the acquisition of the New York Companies had occurred as of
the beginning of such period.
Adjustments to Proforma Condensed Balance Sheet:
<TABLE>
<CAPTION>
<S> <C>
(1) To reflect purchase of the New York Companies. (in thousands)
The purchase price is comprised of:
Cash $12,100
Liabilities assumed 2,500
-------
$14,600
=======
</TABLE>
The cash portion of the purchase price was financed with
borrowings from the Company's revolving credit facility.
(2) To reflect the New York Companies and to adjust the assets and
liabilities of the New York Companies to fair value. The purchase
price is allocated as follows:
<TABLE>
<CAPTION>
(in Thousands)
<S> <C>
Purchase price $12,100
Net book value of the New York Companies (182)
-------
Excess of purchase price over net book
value of assets acquired $11,918
=======
</TABLE>
Adjustments to Proforma Condensed Statement of Operations:
(1) To eliminate effect of payment triggered by acquisition.
(2) To adjust the New York Companies operating costs for certain
non-ongoing items.
(3) To adjust depreciation and amortization to reflect effect of
allocation of purchase price.
(4) To adjust interest expense to reflect additional borrowings
related to acquisition.
(5) To adjust provision for income taxes.
5
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