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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1999
OR
[ ] 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)
<TABLE>
<S> <C>
Delaware 86-0712225
(State of incorporation) (I.R.S. Employer Identification No.)
1431 Greenway Drive 75038
Suite 345 (Zip Code)
Irving, Texas
(Address of principal executive offices)
</TABLE>
Registrant's telephone number, including area code:
(972) 756-8180
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 X No
---
The number of shares of the registrant's common stock, $.01 par value,
outstanding as of June 11, 1999 was 10,206,817 shares.
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DYNAMEX INC. AND SUBSIDIARIES
===============================================================================
INDEX
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<CAPTION>
PAGE
<S> <C> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Important Explanatory Note 2
Condensed Consolidated Balance Sheets 3
April 30, 1999 (Unaudited) and July 31, 1998
Condensed Statements of Consolidated Operations (Unaudited) 4
Three and Nine Months ended April 30, 1999 and 1998 (As restated)
Condensed Statements of Consolidated Cash Flows (Unaudited) 5
Nine Months ended April 30, 1999 and 1998 (As restated)
Notes to Condensed Consolidated Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition 8
and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. 17
Item 6. Exhibits and Reports on Form 8-K. 17
</TABLE>
1
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PART I. FINANCIAL STATEMENTS
IMPORTANT EXPLANATORY NOTE
As discussed in Note 1 to the Condensed Consolidated Financial
Statements of Dynamex Inc. (the "Company") included herein, the Company has
discovered unsupportable accounting entries that increased net income
approximately $450,000 in the third quarter 1998 with a corresponding decrease
in fourth quarter 1998 net income. Full fiscal year 1998 and quarterly results
for fiscal year 1999 were not impacted by these entries. The Audit Committee of
the Company's Board of Directors has formed a Special Committee of outside
directors to review the matter further. The Special Committee has engaged the
law firm of Weil, Gotshal & Manges LLP ("Weil, Gotshal") to assist in the
review. Weil, Gotshal has engaged Deloitte & Touche LLP to assist in connection
with the review. Management believes all required adjustments, including
adjustments for the unsupportable accounting entries, have been made to the
accompanying financial statements. However, this filing is subject to the
outcome of the review by the Special Committee and there can be no assurances
that further adjustments will not be necessary.
2
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DYNAMEX INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except per share data)
===============================================================================
<TABLE>
<CAPTION>
April 30, July 31,
1999 1998
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,351 $ 1,361
Accounts receivable (net of allowance for doubtful accounts
of $829 and $967, respectively) 27,811 27,171
Prepaid and other current assets 6,060 5,932
Deferred income taxes 1,357 888
------------ ------------
TOTAL CURRENT ASSETS 36,579 35,352
Property and equipment - net 10,666 9,890
Intangibles - net 95,342 81,955
Deferred income taxes -- 670
Other assets 790 687
------------ ------------
TOTAL ASSETS $ 143,377 $ 128,554
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable trade $ 3,742 $ 4,294
Accrued liabilities 18,535 12,254
Current portion of long-term debt 437 777
------------ ------------
TOTAL CURRENT LIABILITIES 22,714 17,325
Deferred income taxes 229 --
Long-term debt 45,787 36,287
------------ ------------
TOTAL LIABILITIES 68,730 53,612
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock; $0.01 par value, 10,000 shares authorized,
none outstanding -- --
Common stock; $0.01 par value, 50,000 shares authorized;
10,087 and 10,069 outstanding, respectively 101 101
Receivable from stockholder (128) (204)
Additional paid-in capital 72,363 72,307
Retained earnings 2,639 3,628
Unrealized foreign currency translation adjustment (328) (890)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 74,647 74,942
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 143,377 $ 128,554
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
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DYNAMEX INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(In thousands, except per share data)
(Unaudited)
===============================================================================
<TABLE>
<CAPTION>
Three months ended Nine months ended
April 30, April 30,
--------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
(As restated - (As restated -
see note 1) see note 1)
<S> <C> <C> <C> <C>
Sales $ 61,263 $ 53,131 $ 178,491 $ 148,393
Cost of sales 41,407 35,594 121,054 99,731
------------ ------------ ------------ ------------
Gross profit 19,856 17,537 57,437 48,662
Selling, general and administrative expenses 15,761 13,124 47,995 36,011
Unusual items 53 -- 1,786 --
Depreciation and amortization 2,031 1,693 5,688 4,550
------------ ------------ ------------ ------------
Operating income 2,011 2,720 1,968 8,101
Interest expense 1,125 1,123 3,337 3,022
------------ ------------ ------------ ------------
Income (loss) before taxes 886 1,597 (1,369) 5,079
Income tax expense (benefit) 521 697 (380) 2,172
------------ ------------ ------------ ------------
Net income (loss) $ 365 $ 900 $ (989) $ 2,907
============ ============ ============ ============
Earnings (loss) per common share - basic: $ 0.04 $ 0.12 $ (0.10) $ 0.39
============ ============ ============ ============
Earnings (loss) per common share - assuming dilution: $ 0.04 $ 0.12 $ (0.10) $ 0.38
============ ============ ============ ============
Weighted average shares:
Common shares outstanding 10,085 7,412 10,075 7,395
Adjusted common shares - assuming
exercise of stock options 10,222 7,629 10,075 7,590
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
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DYNAMEX INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(In thousands)
(Unaudited)
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<CAPTION>
Nine months ended
April 30,
----------------------------
1999 1998
------------ ------------
(As restated -
see note 1)
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (989) $ 2,907
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation and amortization 6,033 4,550
Deferred income taxes 431 --
Write-down of deferred banking fees 207 --
Changes in current operating assets and liabilities:
Accounts receivable (552) (3,805)
Prepaids and other assets (127) 513
Accounts payable and accrued liabilities 734 (754)
------------ ------------
Net cash provided by operating activities 5,737 3,411
------------ ------------
INVESTING ACTIVITIES
Payments for acquisitions (11,615) (28,517)
Purchase of property and equipment (2,966) (3,033)
------------ ------------
Net cash used in investing activities (14,581) (31,550)
------------ ------------
FINANCING ACTIVITIES
Principal payments on long-term debt (519) --
Net borrowings under line of credit 9,680 30,454
Net proceeds from sale of common stock 56 --
Proceeds from stockholder's note 76 --
Other assets and deferred offering costs (459) (900)
------------ ------------
Net cash provided by financing activities 8,834 29,554
------------ ------------
NET INCREASE (DECREASE) IN CASH (10) 1,415
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,361 1,326
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,351 $ 2,741
============ ============
SUPPLEMENTAL DISCLOSURE ON NON-CASH INFORMATION
Cash paid for interest $ 2,733 $ 2,785
============ ============
Cash paid for taxes $ 1,478 $ 3,999
============ ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES
In conjunction with the acquisitions described,
liabilities were assumed as follows:
Fair value of assets acquired $ 16,696 $ 31,646
Accrued contingent payments (5,000) --
Cash paid (11,615) (28,517)
------------ ------------
Liabilities assumed and incurred $ 81 $ 3,129
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
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DYNAMEX INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
===============================================================================
1. BASIS OF PRESENTATION
Dynamex Inc. (the "Company" and "Dynamex") provides same-day delivery
and logistics services in the United States and Canada. The Company's primary
services are (i) same-day, on-demand delivery, (ii) scheduled distribution and
(iii) fleet management.
The financial statements of the Company include the accounts of the
Company and its wholly-owned subsidiaries: Dynamex Operations East, Inc.,
Dynamex Operations West, Inc., Dynamex Dedicated Fleet Services, Inc., Dynamex
Canada Inc. (formerly Parcelway Courier Systems Canada Ltd.), Alpine Enterprises
Ltd., Road Runner Transportation, Inc., New York Document Exchange Corp., U.S.C.
Management Systems, Inc., Cannonball, Inc., and Facilities Management &
Consulting, Inc. All significant intercompany balances and transactions are
eliminated in consolidation. The accounts of Dynamex Canada Inc. are translated
into United States dollars with the Canadian dollar as the functional currency.
The accompanying interim financial statements are unaudited. These
condensed consolidated financial statements have been prepared in accordance
with generally accepted accounting principles ("GAAP") for interim financial
information. Accordingly, certain information and disclosures normally included
in financial statements prepared in accordance with GAAP have been condensed or
omitted.
The Company has discovered unsupportable accounting entries that
increased net income approximately $450,000 in the third quarter 1998 with a
corresponding decrease in fourth quarter 1998 net income. Results for the full
fiscal year 1998 and quarterly results for fiscal year 1999 were not impacted by
these entries. The unsupportable entries related to the timing of the sale of an
asset and the reduction in accruals for workers' compensation and bad debts. The
Audit Committee of the Company's Board of Directors has formed a Special
Committee of outside directors to review the matter further. The Special
Committee has engaged the law firm of Weil, Gotshal & Manges LLP ("Weil,
Gotshal") to assist in the review. Weil, Gotshal has engaged Deloitte & Touche
LLP to assist in connection with the review. Management believes all required
adjustments, including adjustments for the unsupportable accounting entries,
have been made to the accompanying financial statements. However, these
financial statements are subject to the outcome of the review by the Special
Committee and there can be no assurance that further adjustments will not be
necessary.
Subject to the foregoing, management believes the accompanying interim
financial statements contain all adjustments necessary for a fair presentation
of the Company's financial position at April 30, 1999, the results of its
operations for the three and nine month periods ended April 30, 1999 and 1998
and its cash flows for the nine month periods ended April 30, 1999 and 1998. The
results of the interim periods presented are not necessarily indicative of
results to be expected for the full fiscal year, and should be read in
conjunction with the Company's financial statements for the fiscal year ended
July 31, 1998. Certain prior period amounts have been reclassified for
comparative purposes.
2. ACQUISITIONS
During the nine months ended April 30, 1999, the Company acquired two
same-day delivery businesses operating in two U.S. cities. The aggregate
consideration for these acquisitions was approximately $1.8 million in cash.
In connection with certain acquisitions, the Company agreed to pay the
sellers additional consideration if the acquired operations meet certain
performance goals. In the first nine months of 1999, the Company paid $9.8
million of such additional consideration. During the three months ended April
30, 1999, the Company accrued $5.0 million of additional consideration that has
been earned and will be paid during the fourth quarter of 1999.
For certain acquisitions, the allocation of the purchase consideration
to net assets is preliminary as of April 30, 1999 and will be finalized as
additional information becomes available regarding the fair value of assets
acquired and liabilities assumed.
On January 14, 1999, the Company announced that the proposed
acquisition of Q International Courier, Inc. ("Quick"), that does business as
Quick International Courier, had been terminated. Costs associated with the
termination of the Quick acquisition, including a termination penalty and due
diligence costs in the aggregate of $1.1 million, were expensed during the three
months ended January 31, 1999 and are included in the unusual items caption on
the Condensed Statements of Consolidated Operations.
6
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DYNAMEX INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
===============================================================================
3. BANK CREDIT AGREEMENT
Effective as of January 31, 1999, the Company amended its bank credit
agreement. Under the terms of the amended agreement, the Company may borrow up
to $65 million (formerly $115 million) on a revolving basis through May 1, 2001,
at which time any amounts outstanding under the facility are due. Interest on
outstanding borrowings is payable quarterly at prime plus .50% or various other
interest rate elections based on LIBOR plus an applicable margin. The applicable
margins range from 1.50% to 3.25% and are based on the ratio of the Company's
funded debt to cash flow, both as defined in the agreement.
Borrowings under the agreement are secured by all of the Company's
assets in the United States and by 65% of the stock of the Company's Canadian
subsidiary. The agreement contains restrictions on the payment of dividends,
incurring additional debt, capital expenditures and investments by the Company.
In addition, the Company is required to maintain certain financial ratios
related to minimum amounts of stockholders' equity, fixed charges to cash flow
and funded debt to cash flow, all as defined in the agreement. The agreement
also requires the Company, in certain instances, to obtain the consent of the
lender for additional acquisitions.
A portion of unamortized deferred banking fees associated with the bank
credit agreement totaling $.2 million (43.5% of unamortized deferred banking
fees) has been charged against second quarter 1999 earnings and is included in
interest expense.
4. COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) for the three and nine months ended April
30, 1999 were $.7 million and $(.4) million respectively, compared to $1.6
million and $2.6 million for the same periods ended April 30, 1998. The two
components of comprehensive income are net income (loss) and foreign currency
translation adjustments.
5. UNUSUAL ITEMS
Unusual items in the second quarter of 1999 include $1.1 million for
the write-off of acquisition costs associated with the Quick acquisition and $.7
million for severance and other related costs.
6. CONTINGENCIES
In November and December 1998, two class action lawsuits were filed in
the United States District Court for the Northern District of Texas, naming the
Company and certain of its current and former executive officers as defendants.
The lawsuits arise from the Company's November 2, 1998 announcement that it was
(i) revising its results of operations for the year ended July 31, 1998 from
that which had been previously announced on September 16, 1998 and (ii)
restating its results of operations for the third quarter of fiscal 1998 from
that which had been previously reported. The complaints allege the defendants
issued a series of materially false and misleading statements and omitted
material facts concerning the Company's financial condition and business
operations. The lawsuits allege violations of the Securities Act of 1933 and
Securities Exchange Act of 1934. The plaintiffs seek unspecified damages on
behalf of all other purchasers of the Company's common stock during the period
of December 3, 1997 through and including October 30, 1998. On February 5, 1999,
the Court entered an Order consolidating the actions and approved the selection
of three law firms as co-lead counsel. A consolidated and amended complaint was
filed on March 22, 1999. On May 6, 1999, defendants filed a motion to dismiss
the consolidated and amended complaint in its entirety. At this date, no class
has been certified nor has any discovery commenced. The Company is unable to
determine the likely outcome of this matter or to estimate the amounts or
potential range of loss with respect to these matters.
7
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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,
statements with respect to the outcome of the Special Committee's review,
acquisition strategy, competition, foreign exchange, and risks associated with
the local delivery 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
The Company is a leading provider of same-day delivery and logistics
services in the United States and Canada. Through internal growth and
acquisitions, the Company has built a national network of same-day delivery and
logistics systems in Canada and has established operations in 21 U.S.
metropolitan areas. The Company completed its initial public offering ("IPO") in
August 1996 and concurrently completed the acquisition of five same-day
transportation companies. Subsequent to the IPO and through April 30, 1999, the
Company completed 22 acquisitions at various dates. All of these acquisitions
have been accounted for using the purchase method of accounting. Accordingly,
the results of the acquired operations are included in the Company's
consolidated results of operations from the date of acquisition. As a result of
the effect of these various acquisitions, the historical operating results of
the Company for a given period are not necessarily comparable to prior or
subsequent periods.
As discussed in Note 1 to the Condensed Consolidated Financial
Statements of Dynamex Inc. (the "Company") included herein, the Company has
discovered unsupportable accounting entries that increased net income
approximately $450,000 in the third quarter 1998 with a corresponding decrease
in fourth quarter 1998 net income. Full fiscal year 1998 and quarterly results
for fiscal year 1999 were not impacted by these entries. The Audit Committee of
the Company's Board of Directors has formed a Special Committee of outside
directors to review the matter further. The Special Committee has engaged the
law firm of Weil, Gotshal & Manges LLP ("Weil, Gotshal") to assist in the
review. Weil, Gotshal has engaged Deloitte & Touche LLP to assist in connection
with the review. Management believes all required adjustments, including
adjustments for the unsupportable accounting entries, have been made to the
accompanying financial statements. However, these financial statements are
subject to the outcome of the review by the Special Committee and there can be
no assurances that further adjustments will not be necessary.
A significant portion of the Company's revenues are generated in
Canada. For the three and nine month periods ended April 30, 1999, Canadian
revenues accounted for approximately 33.4% and 32.3%, respectively, of total
consolidated revenue, compared to 36.2% and 38.1%, respectively, for the same
periods in 1998. This reduction results from recent acquisitions being made
primarily in the United States. Before consideration of corporate costs, the
majority of which is incurred in the United States, the cost structure of the
Company's operations in the United States and in Canada are very similar.
Therefore, operating profit, expressed as a percentage of sales, generated in
each country is not materially different.
The conversion rate between the Canadian dollar and the U.S. dollar was
significantly lower for both the three and nine month periods ended April 30,
1999 as compared to the same periods in 1998. As the Canadian dollar is the
functional currency for the Company's Canadian operations, this decline has had
a negative impact on the Company's reported revenues and results of operations
for the three and nine month periods ended April 30, 1999. There can be no
assurance that future fluctuations in the currency exchange rate will not have a
material adverse effect on the Company's results of operations.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
================================================================================
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated, certain items
from the Company's condensed statements of consolidated operations, expressed as
a percentage of sales:
<TABLE>
<CAPTION>
Three months ended Nine months ended
April 30, April 30,
-------------------------------- ---------------------------------
1999 1998 1999 1998
-------------- -------------- -------------- --------------
(As Restated - (As Restated -
see Note 1) see Note 1)
<S> <C> <C> <C> <C>
Sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 67.6% 67.0% 67.8% 67.2%
-------------- -------------- -------------- --------------
Gross profit 32.4% 33.0% 32.2% 32.8%
Selling, general and
administrative expenses 25.7% 24.7% 26.9% 24.3%
Unusual items 0.1% 0.0% 1.0% 0.0%
Depreciation and amortization 3.3% 3.2% 3.2% 3.1%
-------------- -------------- -------------- --------------
Operating income 3.3% 5.1% 1.1% 5.4%
Interest expense 1.8% 2.1% 1.9% 2.0%
-------------- -------------- -------------- --------------
Income before taxes 1.5% 3.0% (0.8)% 3.4%
============== ============== ============== ==============
</TABLE>
THREE MONTHS ENDED APRIL 30, 1999 COMPARED TO THREE MONTHS ENDED APRIL 30, 1998.
Sales in 1999 increased $8.1 million, or 15.3%, to $61.3 million from
$53.1 million in 1998. Of this increase, $6.0 million was due to acquisitions
that occurred at various dates since January 31, 1998, including U.S.
acquisitions that generated $5.6 million and Canadian acquisitions that
generated $.4 million in additional revenue. Revenue from the Company's same
branch operations increased by $2.1 million; a $1.3 million increase from U.S.
operations and a $.8 million increase from Canadian operations. On a functional
currency basis, Canadian same branch revenue increased $2.6 million.
Cost of sales in 1999 increased $5.8 million, or 16.3%, to $41.4
million from $35.6 million in 1998. Of this increase, $3.6 million was due to
acquisitions; $3.3 million from U.S. and $.3 million from Canadian acquisitions.
Cost of sales from same branch operations increased $2.2 million; a $1.4 million
increase from U.S. and a $.8 million increase from Canadian operations. Cost of
sales, as a percentage of sales, increased to 67.6% from 67.0% in 1998.
Management has made significant progress towards achieving its goal of a 33%
gross profit margin. The Company's gross profit margin has increased from 31.2%
for the three months ended January 31, 1999 to 32.4% for the three months ended
April 30, 1999.
Selling, general and administrative ("SG & A") expenses in 1999
increased $2.6 million, or 20.1%, to $15.8 million from $13.1 million in 1998.
As a percentage of sales, SG & A expenses increased to 25.7% in 1999 compared to
24.7% in 1998. This increase is primarily the result of expenses of acquired
operations for companies purchased during or after the third quarter 1998,
increased costs associated with the centralization of the technology and
accounting functions and increased legal costs associated with the class action
lawsuit. Management's plans to centralize the technology and accounting
functions, convert to a standard operating platform and implement Oracle
accounting, payroll and human resource software should be substantially
completed during the next three quarters. Full realization of the cost
reductions associated with these initiatives should be realized in the
succeeding quarters.
Depreciation and amortization in 1999 increased $.3 million, or 20.0%,
to $2.0 million from $1.7 million in 1998 and, as a percentage of sales, to 3.3%
from 3.2%. This increase results from depreciation and amortization of assets
acquired, including the intangible assets associated with the acquisitions
discussed above and the additional consideration paid to former owners of
acquired companies.
Interest expense remained constant at $1.1 million for both years. As a
percentage of sales, interest expense decreased to 1.8% in 1999 from 2.1% in
1998.
9
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
===============================================================================
NINE MONTHS ENDED APRIL 30, 1999 COMPARED TO NINE MONTHS ENDED APRIL 30, 1998.
Sales in 1999 increased $30.1 million, or 20.3%, to $178.5 million from
$148.4 million in 1998. Of this increase, $27.6 million was due to acquisitions
that occurred at various dates since April 30, 1998 including U.S. acquisitions
that generated $25.6 million and Canadian acquisitions that generated $2.0
million in additional revenue. Revenue from the Company's same branch operations
increased by $2.5 million; a $3.3 million increase from U.S. operations and a
$.8 million decrease from Canadian operations. On a functional currency basis,
Canadian same branch revenue increased $4.8 million.
Cost of sales in 1999 increased $21.3 million, or 21.4%, to $121.1
million from $99.7 million in 1998. Of this increase $17.4 million was due to
acquisitions; $15.9 million from U.S. acquisitions with the remainder from
Canadian acquisitions. Cost of sales from same branch operations increased $3.9
million; resulting principally from U.S. operations. Cost of sales, as a
percentage of sales increased to 67.8 % from 67.2% in 1998.
Selling, general and administrative expenses in 1999 increased $12.0
million, or 33.3%, to $48.0 million from $36.0 million in 1998. As a percentage
of sales, SG & A expenses increased to 26.9% in 1999 compared to 24.3% in 1998.
This increase is primarily the result of expenses of acquired operations,
increased costs associated with the centralization of the technology and
accounting functions and increased legal costs associated with the class action
lawsuit. Management's plans to centralize the technology and accounting
functions, convert to a standard operating platform and implement Oracle
accounting, payroll and human resource software should be substantially
completed during the next three quarters. Full realization of the cost
reductions associated with these initiatives should be realized in the
succeeding quarters.
Depreciation and amortization in 1999 increased $1.1 million, or 25.0%,
to $5.7 million from $4.6 million for 1998 and, as a percentage of sales, to
3.2% from 3.1%. This increase results from depreciation and amortization of
assets acquired, including the intangible assets associated with acquisitions
and the additional consideration paid to former owners of previously acquired
companies discussed above.
Interest expense increased $.3 million in 1999 compared to 1998 due
primarily to the write-down of existing bank fees as a result of the amendment
of the bank credit agreement.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $5.7 million in 1999
versus $3.4 million provided by operating activities in 1998. The increase is
primarily due to the net changes in current operating assets and liabilities.
Net cash provided by operations, prior to changes in current operating assets
and liabilities, was $5.7 million in 1999 compared to $7.5 million in 1998. The
reduction is a direct result of the unusual items, adjustments and charges in
the second quarter of 1999.
During the quarter, the Company's increased emphasis on collections
resulted in a decrease in accounts receivable of $1.6 million from $29.4 million
at January 31, 1999 to $27.8 million at April 30, 1999. The Company has reduced
its DSO from 46 days at January 31, 1999 to 41 days at April 30, 1999.
The Company's capital needs arise primarily from its acquisition
program and the payment of contingent consideration for past acquisitions, as
well as, capital expenditures and working capital needs. During the nine months
ended April 30, 1999, the Company completed two acquisitions for aggregate
consideration of approximately $1.8 million. In connection with certain
acquisitions, the Company agreed to pay the sellers additional consideration if
the acquired operations meet certain performance goals. The Company paid
approximately $9.8 million to former owners of previously acquired companies as
additional purchase consideration during such period, and has accrued $5.0
million of additional purchase consideration that has been earned and will be
paid in the fourth quarter of 1999. Also, in June 1999, the Company issued
119,850 shares of common stock as additional consideration.
At April 30, 1999 the maximum amount of additional consideration
payable, if all performance goals are met, is approximately $10.4 million,
including the $5.0 million accrual for payments due in the fourth quarter of
1999 and $.4 million for the common stock issued in June 1999. These payments of
additional consideration are to be made on specified dates through October 2000.
Management intends to fund the cash portion of this additional consideration
with internally generated cash flow and, to the extent necessary, with
borrowings under the credit facility.
Capital expenditures for the nine months ended April 30, 1999 were
approximately $3.0 million. During the next three fiscal quarters, the Company
expects to complete its planned conversion to a common operating platform for
customer
10
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
===============================================================================
order entry and dispatching. The Company also expects to complete the
implementation of the Oracle financial and payroll and human resources software.
The Company anticipates capital expenditures will average approximately $.8
million per quarter for the next two quarters, and will be reduced to $.5
million per quarter. The Company does not have significant capital expenditure
requirements to replace or expand the number of vehicles used in its operations
because substantially all of its drivers are owner-operators who provide their
own vehicles. Additionally, the Company intends to limit its acquisition program
for the remainder of this year.
Effective as of January 31, 1999, the Company amended its bank credit
agreement. Under the terms of the amended agreement, the Company may borrow up
to $65 million (formerly $115 million) on a revolving basis through May 1, 2001,
at which time any amounts outstanding under the facility are due. Interest on
outstanding borrowings is payable quarterly at prime plus .50% or various other
interest rate elections based on LIBOR plus an applicable margin. The applicable
margins range from 1.50% to 3.25% and are based on the ratio of the Company's
funded debt to cash flow, both as defined in the agreement.
The Company has entered into interest rate protection arrangements with
its agent bank on a portion of the borrowings under the credit facility. The
interest rate on $15.0 million of outstanding debt has been fixed at 6.26%, plus
the applicable margin, and a collar of between 5.50% and 6.50%, plus the
applicable margin, has been placed on $9.0 million of outstanding debt. These
hedging arrangements mature on August 31, 2000. Amounts outstanding under the
credit facility are secured by all of the Company's U.S. assets and 65% of the
stock of its Canadian subsidiary. The credit facility also contains restrictions
on the payment of dividends, incurring additional debt, capital expenditures and
investments by the Company as well as requiring the Company to maintain certain
financial ratios. Under certain circumstances, the Company must obtain the
lender's consent to consummate acquisitions.
The Company's EBITDA increased to approximately $4.0 million for the
three months ended April 30, 1999 from $(.8) million for the three months ended
January 31, 1999. For the nine months ended April 30, 1999 the Company's EBITDA
was approximately $7.7 million compared to approximately $12.7 million for the
nine months ended April 30, 1998. Over $3.0 million of the decrease resulted
from the unusual items, adjustments and charges in the second quarter 1999.
Management believes that the current quarter's EBITDA is more indicative of
future performance than year to date EBITDA amounts. Management has included
EBITDA in its discussion herein as a measure of liquidity because it believes
that it is a widely accepted financial indicator of a company's ability to
service and/or incur indebtedness, maintain current operating levels of fixed
assets and acquire additional operations and businesses. EBITDA should not be
considered as a substitute for statement of operations or cash flow data from
the Company's financial statements, which have been prepared in accordance with
generally accepted accounting principles. In addition, the Company's working
capital as of April 30, 1999 excluding the $5.0 million accrual of contingent
consideration, increased slightly to approximately $18.9 million from
approximately $18.0 million as of July 31, 1998.
Management expects that the Company's capital requirements; other than
to fund acquisitions and contingent consideration payments, will be met from
internally generated cash flow. Management expects to continue to meet the
capital requirements of its acquisition program and contingent consideration
payments from the following sources: (i) internally generated cash flow, (ii)
proceeds from borrowings under its revolving credit facility and (iii) the
issuance of its common stock to the sellers of acquired businesses. However, the
portion of future acquisition costs, which will be funded with such common
stock, is dependent upon the sellers' willingness to accept the stock as partial
consideration and the Company's willingness to issue such stock based on the
market price of the stock.
The extent to which these existing sources of capital will be adequate
to fund the Company's acquisition program is dependent upon the number of
economically and strategically attractive acquisitions available to the Company,
the size of the acquisitions and the amount of internally generated cash flow.
Should these factors be such that currently available capital resources are
inadequate, the Company may seek additional sources of capital. Such sources
could include additional bank borrowings or the issuance of debt or equity
securities. Should these additional sources of capital not be available or be
available only on terms that the Company does not find attractive, the Company
may be forced to reduce its acquisition activity. This in turn could negatively
affect the Company's ability to implement its business strategy in the manner,
or in the time frame, anticipated by management.
In November and December 1998 two class action lawsuits were filed by
shareholders against the Company and certain officers. At this time the Company
is unable to determine the likely outcome of this matter or the amount of any
potential liability related to these claims.
11
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
===============================================================================
YEAR 2000 COMPLIANCE
Currently, there is significant uncertainty among software users
regarding the impact of the year 2000 on installed software. To address this
issue, the Company has formed a year 2000 compliance team to determine the
Company's readiness and to prepare for the year 2000, and the readiness of third
parties with whom the Company has material relationships. The Company has
determined the following phases for the year 2000 project and the percentage
completed of each phase.
<TABLE>
<CAPTION>
Phase Brief description of phase Percent complete
<S> <C> <C>
Awareness Generate awareness of year 2000 problem 100%
throughout the organization.
Inventory Create a list of all relevant items to be 100%
included in the project.
Assessment Prioritize the inventory and determine 100%
the scope of the remediation and
testing effort.
Conversion Make all necessary changes to the 100%
inventory items to attain compliance.
Testing Verify through a structured testing 100%
process that all inventory is compliant.
Implementation Deploy the inventory items back into 98%
production after testing is complete.
</TABLE>
The Company anticipates spending approximately $10,000 to address the
year 2000 problem in certain of the Company's telephone systems used in
dispatch. As the testing and implementation phases near completion, the need to
develop contingency plans for any unresolved issues will be considered.
INFLATION
The Company does not believe that inflation has had a material effect
on the Company's results of operations nor does it believe it will do so in the
foreseeable future.
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.
ACQUISITION STRATEGY; POSSIBLE NEED FOR ADDITIONAL FINANCING
The Company intends to limit its acquisition activity for the remainder
of 1999, however, in order to expand its network of facilities, the Company
plans to acquire local delivery businesses in new geographic regions as well as
in the metropolitan areas in which the Company currently operates. Due to
ongoing consolidation within the same-day delivery and logistics industry, there
is significant competition in acquiring such businesses. There can be no
assurance that the Company will be able to acquire or profitably manage
additional companies or successfully integrate such additional companies into
the Company's existing operations. In addition, there can be no assurance that
businesses acquired in the future either will be beneficial to the successful
implementation of the Company's overall strategy or will ultimately produce
returns that justify the investment therein, or that the Company will be
successful in achieving meaningful economies of scale through the acquisition
thereof.
12
<PAGE> 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
===============================================================================
The Company's acquisition strategy may require the Company to incur
additional debt in the future, may result in potentially dilutive issuances of
securities and may result in increased goodwill, intangible assets and
amortization expense. Additionally, the Company must obtain the consent of its
primary lenders to consummate any acquisition in which the pro forma results of
operations would produce a debt to EBITDA ratio in excess of 3.00:1.00. There
can be no assurance that the Company's primary lenders will consent to such
acquisitions or that if additional financing is necessary, it can be obtained on
terms the Company deems acceptable. As a result, the Company might be unable to
implement successfully its acquisition strategy.
LIMITED COMBINED OPERATING HISTORY
Recent acquisitions have greatly expanded the size and scope of the
operations of the Company. The process of integrating acquired businesses often
involves unforeseen difficulties and may require a disproportionate amount of
the Company's financial and other resources, including management time. There
can be no assurance that the Company will be able to profitably manage recently
acquired companies or successfully integrate their operations into the Company.
HIGHLY COMPETITIVE INDUSTRY
The market for same-day delivery and logistics services has been and is
expected to remain highly competitive. Competition is often intense,
particularly for basic delivery services. High fragmentation and low barriers to
entry characterize the industry and there is a recent trend toward
consolidation. Other companies in the industry compete with the Company not only
for provision of services but also for acquisition candidates and qualified
drivers. Some of these companies have longer operating histories and greater
financial and other resources than the Company. Additionally, companies that do
not currently operate delivery and logistics businesses may enter the industry
in the future to capitalize on the consolidation trend.
CLAIMS EXPOSURE
As of April 30, 1999, the Company utilized the services of over 4,500
drivers and messengers. From time to time such persons are involved in accidents
or other activities that may give rise to liability claims. The Company
currently carries liability insurance with a per claim and an aggregate limit of
$15.0 million. Owner-operators are required to maintain liability insurance of
at least the minimum amounts required by applicable state or provincial law
(generally such minimum requirements range from $35,000 to $75,000). The Company
also has insurance policies covering property and fiduciary trust liability,
which coverage includes all drivers and messengers. There can be no assurance
that claims against the Company, whether under the liability insurance or the
surety bonds, will not exceed the applicable amount of coverage, that the
Company's insurer will be solvent at the time of settlement of an insured claim,
or that the Company will be able to obtain insurance at acceptable levels and
costs in the future. If the Company were to experience a material increase in
the frequency or severity of accidents, liability claims, workers' compensation
claims or unfavorable resolutions of claims, the Company's business, financial
condition and results of operations could be materially adversely affected. In
addition, significant increases in insurance costs could reduce the Company's
results of operations.
CERTAIN TAX MATTERS RELATED TO DRIVERS
Substantially all of the Company's drivers own their own vehicles and
as of April 30, 1999, approximately 90% of these owner-operators were
independent contractors as opposed to employees of the Company. The Company does
not pay or withhold any federal, state or provincial employment tax with respect
to or on behalf of independent contractors. From time to time, taxing
authorities in the U.S. and Canada have sought to assert that independent
owner-operators in the transportation industry, including those utilized by the
Company, are employees, rather than independent contractors. The Company
believes that the independent owner-operators utilized by the Company are not
employees under existing interpretations of federal (U.S. and Canadian), state
and provincial laws. However, there can be no assurance that federal (U.S. and
Canadian), state or provincial authorities will not challenge this position, or
that other laws or regulations, including tax laws, or interpretations thereof,
will not change. If, as a result of any of the foregoing, the Company is
required to pay withholding taxes and pay for and administer added employee
benefits to these drivers, the Company's operating costs would increase.
Additionally, if the Company is required to pay back-up withholding with respect
to amounts previously paid to such drivers, it may also be required to pay
penalties or be subject to other liabilities as a result of incorrect
classification of such drivers. If the drivers are deemed to be employees rather
than independent contractors, then the Company may be required to increase their
compensation since they will no longer be receiving commission-based
13
<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
===============================================================================
compensation. Any of the foregoing circumstances could have a material adverse
impact on the Company's financial condition and results of operations, and/or to
restate financial information from prior periods.
In addition to the drivers that are independent contractors, certain of
the Company's drivers are employed by the Company and own and operate their own
vehicles during the course of their employment. The Company reimburses these
employees for all or a portion of the operating costs of those vehicles. The
Company believes that these reimbursement arrangements do not represent
additional compensation to those employees. However, there can be no assurance
that federal (U.S. and Canadian), state or provincial taxing authorities will
not seek to recharacterize some or all of such payments as additional
compensation. If such amounts were so recharacterized, the Company would have to
pay additional employment related taxes on such amounts, and may also be
required to pay penalties, which could have an adverse impact on the Company's
financial condition and results of operations, and/or to restate financial
information from prior periods.
FOREIGN EXCHANGE
Significant portions of the Company's operations are conducted in
Canada. Exchange rate fluctuations between the U.S. and Canadian dollar result
in fluctuations in the amounts relating to the Canadian operations reported in
the Company's consolidated financial statements. The conversion rate between the
U.S. dollar and the Canadian dollar was significantly lower for the first three
quarters of fiscal year 1999 as compared to the first three quarters of fiscal
year 1998. As the Canadian dollar is the functional currency for the Company's
Canadian operations, this decline has had a negative effect on the Company's
reported revenues for such period. The Company historically has not entered into
hedging transactions with respect to its foreign currency exposure, but may do
so in the future. There can be no assurance that fluctuations in foreign
currency exchange rates will not have a material adverse effect on the Company's
business, financial condition or results of operations.
PERMITS AND LICENSING
Although recent legislation has significantly deregulated certain
aspects of the transportation industry, the Company's delivery operations are
still subject to various federal (U.S. and Canadian), state, provincial and
local laws, ordinances and regulations that in many instances require
certificates, permits and licenses. Failure by the Company to maintain required
certificates, permits or licenses, or to comply with applicable laws, ordinances
or regulations could result in substantial fines or possible revocation of the
Company's authority to conduct certain of its operations. Furthermore, delays in
obtaining approvals for the transfer or grant of certificates, permits or
licenses, or failure to obtain such approvals, could impede the implementation
of the Company's acquisition program.
DEPENDENCE ON KEY PERSONNEL
The Company's success is largely dependent on the skills, experience
and performance of certain key members of its management. The loss of the
services of any of these key employees could have a material adverse effect on
the Company's business, financial condition and results of operations. The
Company's future success and plans for growth also depend on its ability to
attract, train and retain skilled personnel in all areas of its business. There
is strong competition for skilled personnel in the same-day delivery and
logistics businesses.
RISKS ASSOCIATED WITH THE LOCAL DELIVERY INDUSTRY; GENERAL ECONOMIC CONDITIONS
The Company's revenues and earnings are especially sensitive to events
that affect the delivery services industry, including extreme weather
conditions, economic factors affecting the Company's significant customers and
shortages of or disputes with labor, any of which could result in the Company's
inability to service its clients effectively or the inability of the Company to
profitably manage its operations. In addition, downturns in the level of general
economic activity and employment in the U.S. or Canada may negatively impact
demand for the Company's services.
Technological advances in the nature of facsimile and electronic mail
have affected the market for on-demand document delivery services. Although the
Company has shifted its focus to the distribution of non-faxable items and
logistics services, there can be no assurance that these or other technologies
will not have a material adverse effect on the Company's business, financial
condition and results of operations in the future.
14
<PAGE> 16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
================================================================================
DEPENDENCE ON AVAILABILITY OF QUALIFIED COURIER PERSONNEL
The Company is dependent upon its ability to attract, train and retain,
as employees or through independent contractor or other arrangements, qualified
courier personnel who possess the skills and experience necessary to meet the
needs of its operations. The Company competes in markets in which unemployment
is relatively low and the competition for couriers and other employees is
intense. The Company must continually evaluate, train and upgrade its pool of
available couriers to keep pace with demands for delivery services. There can be
no assurance that qualified courier personnel will continue to be available in
sufficient numbers and on terms acceptable to the Company. The inability to
attract and retain qualified courier personnel would have a material adverse
impact on the Company's business, financial condition and results of operations.
VOLATILITY OF STOCK PRICE
Prices for the Company's common stock will be determined in the
marketplace and may be influenced by many factors, including the depth and
liquidity of the market for the common stock, investor perception of the Company
and general economic and market conditions. Variations in the Company's
operating results, general trends in the industry and other factors could cause
the market price of the common stock to fluctuate significantly. In addition,
general trends and developments in the industry, government regulation and other
factors could have a significant impact on the price of the common stock. The
stock market has, on occasion, experienced extreme price and volume fluctuations
that have often particularly affected market prices for smaller companies and
that often have been unrelated or disproportionate to the operating performance
of the affected companies, and the price of the common stock could be affected
by such fluctuations.
15
<PAGE> 17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
===============================================================================
FOREIGN EXCHANGE EXPOSURE
Significant portions of the Company's operations are conducted in
Canada. Exchange rate fluctuations between the U.S. and Canadian dollar result
in fluctuations in the amounts relating to the Canadian operations reported in
the Company's consolidated financial statements. The Company historically has
not entered into hedging transactions with respect to its foreign currency
exposure, but may do so in the future.
The sensitivity analysis model used by the Company for foreign exchange
exposure compares the revenue and net income figures from Canadian operations
over the previous four quarters at the actual exchange rate versus a 10%
decrease in the exchange rate. Based on this model, a 10% decrease would result
in a decrease in revenue of $7.7 million and a decrease in net income of $.2
million over this period. There can be no assurances that the above projected
exchange rate decrease will materialize. Fluctuations of exchange rates are
beyond the control of the Company's management.
INTEREST RATE EXPOSURE
The Company has entered into interest rate protection agreements on a
portion of the borrowings under its revolving credit facility. Through an
interest rate swap, the interest rate on $15.0 million of outstanding debt has
been fixed at 6.26%, plus the applicable margin, and a collar of between 5.50%
and 6.50%, plus applicable margin, has been placed on $9.0 million of
outstanding debt. Both of these hedging agreements have three-year terms and
expire on August 31, 2000. The Company does not hold or issue derivative
financial instruments for speculative or trading purposes.
The sensitivity analysis model used by the Company for interest rate
exposure compares interest expense fluctuations over a one-year period based on
current debt levels and current interest rates versus current debt levels at
current interest rates with a 10% increase. Based on this model, a 10% increase
would result in an increase in interest expense of $.2 million. There can be no
assurances that the above projected interest rate increase will materialize.
Fluctuations of interest rates are beyond the control of the Company's
management.
16
<PAGE> 18
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In November and December 1998, two class action lawsuits were filed in
the United States District Court for the Northern District of Texas, naming the
Company and certain of its current and former executive officers as defendants.
The lawsuits arise from the Company's November 2, 1998 announcement that it was
(i) revising its results of operations for the year ended July 31, 1998 from
that which had been previously announced on September 16, 1998 and (ii)
restating its results of operations for the third quarter of fiscal 1998 from
that which had been previously reported. The complaints allege the defendants
issued a series of materially false and misleading statements and omitted
material facts concerning the Company's financial condition and business
operations. The lawsuits allege violations of the Securities Act of 1933 and
Securities Exchange Act of 1934. The plaintiffs seek unspecified damages on
behalf of all other purchasers of the Company's common stock during the period
of December 3, 1997 through and including October 30, 1998. On February 5, 1999,
the Court entered an Order consolidating the actions and approved the selection
of three law firms as co-lead counsel. A consolidated and amended complaint was
filed on March 22, 1999. On May 6, 1999, defendants filed a motion to dismiss
the consolidated and amended complaint in its entirety. At this date, no class
has been certified nor has any discovery commenced. The Company is unable to
determine the likely outcome of this matter or to estimate the amounts or
potential range of loss with respect to these matters.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
11.1 Calculation of Net Income Per Common Share
27.1 Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended
April 30, 1999.
17
<PAGE> 19
SIGNATURE
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 thereunto duly authorized.
DYNAMEX INC.
<TABLE>
<S> <C> <C>
Dated: June 18, 1999 by /s/ Richard K. McClelland
---------------------------------------
Richard K. McClelland
President, Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
Dated: June 18, 1999 by /s/ Ray E. Schmitz
---------------------------------------
Ray E. Schmitz
Vice President - Controller
(Principal Accounting Officer)
</TABLE>
18
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS
<S> <C> <C>
11.1 Calculation of Net Income Per Common Share
27.1 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11.1
DYNAMEX INC. AND SUBSIDIARIES
CALCULATION OF NET INCOME PER COMMON SHARE
(in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
April 30, April 30,
------------------------------- --------------------------------
1999 1998 1999 1998
-------------- -------------- -------------- --------------
(As restated) (As restated)
<S> <C> <C> <C> <C>
Net income (loss) $ 365 $ 900 $ (989) $ 2,907
============== ============== ============== ==============
Weighted average common
shares outstanding 10,085 7,412 10,075 7,395
Common share equivalents related
to options and warrants 137 217 -- 195
-------------- -------------- -------------- --------------
Common shares and common share
equivalents 10,222 7,629 10,075 7,590
============== ============== ============== ==============
Common stock price used under
treasury stock method $ 2.99 $ 11.89 $ 5.62 $ 9.50
============== ============== ============== ==============
Net income (loss) per common share:
Basic $ 0.04 $ 0.12 $ (0.10) $ 0.39
============== ============== ============== ==============
Diluted $ 0.04 $ 0.12 $ (0.10) $ 0.38
============== ============== ============== ==============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> JUL-31-1999 JUL-31-1999
<PERIOD-START> FEB-01-1999 AUG-01-1998
<PERIOD-END> APR-30-1999 APR-30-1999
<CASH> 1,351 1,351
<SECURITIES> 0 0
<RECEIVABLES> 28,640 28,640
<ALLOWANCES> 829 829
<INVENTORY> 0 0
<CURRENT-ASSETS> 36,579 36,579
<PP&E> 22,166 22,166
<DEPRECIATION> 11,500 11,500
<TOTAL-ASSETS> 143,377 143,377
<CURRENT-LIABILITIES> 22,714 22,714
<BONDS> 45,200 45,200
0 0
0 0
<COMMON> 101 101
<OTHER-SE> 74,546 74,546
<TOTAL-LIABILITY-AND-EQUITY> 143,377 143,377
<SALES> 61,263 178,491
<TOTAL-REVENUES> 61,263 178,491
<CGS> 41,407 121,054
<TOTAL-COSTS> 41,407 121,054
<OTHER-EXPENSES> 15,814 49,781
<LOSS-PROVISION> 304 888
<INTEREST-EXPENSE> 1,125 3,337
<INCOME-PRETAX> 886 (1,369)
<INCOME-TAX> 521 (380)
<INCOME-CONTINUING> 365 (989)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 365 (989)
<EPS-BASIC> 0.04 (0.10)
<EPS-DILUTED> 0.04 (0.10)
</TABLE>
