DYNAMEX INC 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 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 |
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 |
Other companies in the industry compete with the Company not only for provision of services but also for qualified drivers |
Some of these companies have longer operating histories and greater 7 _________________________________________________________________ [56]Table of Contents 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 |
” Claims Exposure As of July 31, 2006, the Company utilized the services of approximately 4cmam700 independent contractor owner-operator 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 occurrence and an aggregate limit of dlra30 million |
Independent contractor 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 dlra35cmam000 to dlra75cmam000) |
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 profitability |
Certain Tax Matters Related to Drivers Substantially all of the Company’s drivers at July 31, 2006 were independent contractors who own their own vehicles |
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 US and Canada have sought to assert that independent contractor owner-operators in the transportation industry, including those utilized by the Company, are employees, rather than independent contractors |
The Company believes that the independent contractor owner-operators utilized by the Company are not employees under existing interpretations of federal (US and Canadian), state and provincial laws |
However, there can be no assurance that federal (US and Canadian), state, provincial authorities or independent contractors 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 were 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 |
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 |
” Local Delivery Industry; General Economic Conditions The Company’s sales 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 US or Canada may negatively impact demand for the Company’s services |
Foreign Exchange Significant portions of the Company’s operations are conducted in Canada |
Exchange rate fluctuations between the US and Canadian dollar result in fluctuations in the amounts relating to the Canadian operations reported in the Company’s consolidated financial statements |
The Canadian dollar is the functional currency for the Company’s Canadian operations; therefore, any change in the exchange rate will affect the Company’s reported sales 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 |
8 _________________________________________________________________ [57]Table of Contents Permits and Licensing Although certain aspects of the transportation industry have been significantly deregulated, the Company’s delivery operations are still subject to various federal (US 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 |
” 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 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 |
Technological Advances Technological advances in the nature of facsimile, electronic mail and electronic signature capture 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 |
Technology Infrastructure The Company relies heavily on technology to operate its transportation and business networks, and any disruption to its technology infrastructure or the internet could harm its operations and its reputation among its customers |
The Company’s ability to attract and retain customers and to compete effectively depends in part upon the sophistication and reliability of its technology network, including its ability to provide features of service that are important to its customers |
Any disruption to its computer systems and web site could adversely impact its customer service, its ability to receive orders and respond to prompt delivery assignments and result in increased costs |
While the Company has invested and will continue to invest in technology security initiatives and disaster recovery plans, these measures cannot fully insulate it from technology disruptions and the resulting adverse effect on its operations and financial results |
Dependence on Availability of Qualified Delivery Personnel The Company is dependent upon its ability to attract and retain, as employees or through independent contractor or other arrangements, qualified delivery personnel who possess the skills and experience necessary to meet the needs of its operations |
The Company competes in markets in which unemployment is generally relatively low and the competition for independent contractor owner-operators and other employees is intense |
The Company must continually evaluate and upgrade its pool of available independent contractor owner-operators to keep pace with demands for delivery services |
There can be no assurance that qualified delivery personnel will continue to be available in sufficient numbers and on terms acceptable to the Company |
The inability to attract and retain qualified delivery personnel could have a material adverse impact on the Company’s business, financial condition and results of operations |
Acquisition Strategy; Possible Need for Additional Financing The Company completed its last significant acquisition in August 1998 |
Currently, there are no pending nor are there any contemplated acquisitions |
Should the Company pursue acquisitions in the future, the Company may be required to incur additional debt, issue additional securities that may potentially result in dilution to current holders and also may result in increased goodwill, intangible assets and amortization expense |
There can be no assurance that the Company will be able to obtain additional financing if necessary, or that such financing can be obtained on terms the Company deems acceptable |
As a result, the Company might be unable to successfully implement its acquisition strategy |
See “Management’s Discussion and Analysis of Financial Condition and Results of Operation 9 _________________________________________________________________ [58]Table of Contents — Liquidity and Capital Resources |
” 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 |
Fuel Costs The independent contractor owner-operators utilized by the Company are responsible for all vehicle expense including maintenance, insurance, fuel and all other operating costs |
The Company makes every reasonable effort to include fuel cost adjustments in customer billings that are paid to independent contractor owner-operators to offset the impact of fuel price increases |
If future fuel cost adjustments are insufficient to offset independent contractor owner-operators’ costs, the Company may be unable to attract a sufficient number of independent contractor owner-operators that may negatively impact the Company’s business, financial condition and results of operations |