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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM 10-K

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED JULY 31, 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)

                  DELAWARE                               86-0712225
          (STATE OF INCORPORATION)          (I.R.S. EMPLOYER IDENTIFICATION NO.)

1431 GREENWAY DRIVE, SUITE 345, IRVING, TEXAS             75038
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (972) 756-8180

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                          COMMON STOCK, $.01 PAR VALUE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE

    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 [ ]

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

    The aggregate market value of the voting stock held by non-affiliates of
the registrant on September 16, 1999 was approximately $22,387,000.

    The number of shares of the registrant's common stock, $.01 par value,
outstanding as of September 16, 1999 was 10,206,817 shares.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE
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                               TABLE OF CONTENTS


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                                     PART I

EXPLANATORY NOTE....................................................................               1

ITEM 1.    BUSINESS.................................................................               2

ITEM 2.    PROPERTIES...............................................................              11

ITEM 3.    LEGAL PROCEEDINGS........................................................              11

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......................              12

                                    PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS......................................................              13

ITEM 6.    SELECTED FINANCIAL DATA..................................................              14

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS......................................              15

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
           MARKET RISK..............................................................              21

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..............................              21

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE......................................              21

                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......................              23

ITEM 11.   EXECUTIVE COMPENSATION...................................................              24

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT...............................................................              27

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........................              27

                                    PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
           FORM 8-K.................................................................              28
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                                     PART I


    Statements and information presented within this Annual Report on Form 10-K
for Dynamex Inc. (the "Company" and "Dynamex") contain "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements can be identified by the use
of predictive, future tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "may," "will" or similar terms.
Forward-looking statements also include projections of financial performance,
statements regarding management's plans and objectives and statements
concerning any assumptions relating to the foregoing. Certain important factors
which may cause actual results to vary materially from these forward-looking
statements accompany such statements and appear elsewhere in this report,
including without limitation, the factors disclosed under "Risk Factors." All
subsequent written or oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified by these
factors.


EXPLANATORY NOTE

    As discussed in Note 1 to the Consolidated Financial Statements of Dynamex
Inc., the Company discovered unsupportable accounting entries in the prior year
during its review of the fiscal third quarter financial statements ending April
30, 1999. The unsupportable accounting entries related to the timing of the
sale of an asset and the reduction in accruals for workers' compensation and
bad debts. On June 14, 1999, the Audit Committee of the Company's Board of
Directors formed a Special Committee of outside directors to review the matter
further. The Special Committee engaged the law firm of Weil, Gotshal & Manges
LLP ("Weil, Gotshal") to assist in connection with the review. Weil, Gotshal
engaged Deloitte & Touche LLP to assist in connection with the review.

    On September 17, 1999, the Special Committee of the Board of Directors
announced the results of its review. The Special Committee recommended to the
Board of Directors among other things, and the Board of Directors concurred,
that the reported financial results for fiscal years 1997 and 1998 and the
first three quarters of fiscal year 1999 be adjusted and restated. The
adjustments resulted from the improper application of generally accepted
accounting principles to purchase accounting, the improper deferral of
expenses, the unsupported accounting entries and the recognition of revenues
prior to services being rendered or before all contingencies were resolved.

    As a result of the restatement, the Company was denied access to the
line-of-credit starting on September 16, 1999, the banks notified the Company
on November 9, 1999 that it was in default under the terms of the bank credit
agreement and the banks began charging the Company the default rate of interest
of prime plus 2.50% on March 20, 2000. On June 28, 2000, the Company amended
its bank credit agreement. Under the terms of the amended agreement, all prior
covenant violations were waived and the Company may borrow up to $51.7 million,
the amount currently outstanding (formerly $65 million) on a revolving basis
through July 31, 2001, at which time any amounts outstanding under the facility
are due. Interest on outstanding borrowings is payable monthly at the bank's
prime rate plus 2.00%. In addition, the Company is required to pay a commitment
fee of 0.375% for any unused amounts of the total commitment. See Note 8 of
Notes to Consolidated Financial Statements.

    Due to the lack of audited financial statements, the American Stock
Exchange ("AMEX") suspended trading in Dynamex Inc. stock effective September
16, 1999. Trading remains suspended at this date. AMEX also notified the
Company that it shall have until June 30, 2000 to file, with the Securities and
Exchange Commission (the "Commission"), its Form 10-K for the fiscal years
ending July 31, 1999, 1998 and 1997 and Form 10-Q for the first three quarters
of the fiscal year ending July 31, 2000, or be delisted from AMEX. The Company
is prepared to file all such documents on or before June 30, 2000.

    As a result of additional analysis and review during the re-audit, certain
additional adjustments were identified that impacted the financial statements
for the years ended July 31, 1999, 1998 and 1997. These adjustments related
primarily to the reduction in the carrying value of intangibles, an additional
bad debt accrual, a valuation reserve related to federal net operating losses
in the U.S., a reduction in the value of fixed assets and an additional
accounts payable accrual.

    This Form 10-K includes in Item 14 such restated financial statements for
the years ended July 31, 1998 and 1997, and other information relating to such
restated financial statements, including Selected Financial Data (Item 6) and
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Item 7). Information regarding the effect of the restatement on
Dynamex's results of operations for the years ended July 31, 1998 and 1997 are
included in the Notes to Consolidated Financial Statements included in Item 14.



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ITEM 1. BUSINESS

GENERAL

    Dynamex is a leading provider of same-day delivery and logistics services
in the United States and Canada. From its base as the largest nationwide
same-day transportation company in Canada, over the last four years Dynamex has
established a presence in 21 metropolitan markets in the United States and has
continued to expand its system in Canada. Through its network of branch
offices, the Company provides same-day, door-to-door delivery services
utilizing its ground couriers. For many of its inter-city deliveries, the
Company uses third party air or motor carriers in conjunction with its ground
couriers to provide same-day service. In addition to traditional on-demand
delivery services, the Company offers scheduled distribution services, which
encompass recurring, often daily, point-to-point deliveries or multiple
destination deliveries that often require intermediate handling. The Company
also offers fleet and facilities management services. These services include
designing and managing systems to maximize efficiencies in transporting,
sorting and delivering customers' products on a local and multi-city basis.
With its fleet management service, the Company manages and may provide a fleet
of dedicated vehicles at single or multiple customer sites. The Company's
on-demand delivery capabilities are available to supplement scheduled
distribution arrangements or dedicated fleets as needed. Facilities management
services include the Company's operation and management of a customer's
mailroom.

    The Company was organized under the laws of Delaware in 1992 as Parcelway
Systems Holding Corp. In May 1995, the Company acquired Dynamex Express and, in
July 1995, the Company changed its name to Dynamex Inc. At the time of its
acquisition by the Company, Dynamex Express had developed a national network of
20 locations across Canada and offered an array of services on a national,
multi-city and local basis. In December 1995, the Company acquired the
on-demand ground courier operations of Mayne Nickless, which had operations in
eight U.S. cities and two Canadian cities. In August 1996, in conjunction with
the Company's initial public offering (the "IPO") the Company acquired five
same-day delivery businesses in three U.S. and two Canadian cities (the "IPO
Acquisitions"). Subsequent to the IPO and through September 30, 1998 the
Company acquired 22 additional same-day delivery businesses in thirteen U.S.
and three Canadian cities. See "--Recent Acquisitions."

INDUSTRY OVERVIEW

    The delivery and logistics industry is large, highly fragmented and
growing. The industry is composed primarily of same-day, next-day and
second-day service providers. The Company primarily services the same-day,
intra-city delivery market. The same-day delivery and logistics industry in the
U.S. and Canada primarily consists of several thousand small, independent
businesses serving local markets and a small number of multi-location regional
or national operators. The Company believes that the same-day delivery and
logistics industry offers substantial consolidation opportunities as a result
of industry fragmentation and that there are significant operating benefits to
large-scale service providers. Relative to smaller operators in the industry,
the Company believes that national operators such as the Company benefit from
several competitive advantages including: national brand identity, professional
management, the ability to service national accounts and centralized
administrative and management information systems.

     Management believes that the same-day delivery segment of the
transportation industry is benefiting from several recent trends. For example,
the trend toward outsourcing has resulted in numerous shippers turning to third
party providers for a range of services including same-day delivery and
management of in-house distribution. Many businesses that outsource their
distribution requirements prefer to purchase such services from one source that
can service multiple cities, thereby decreasing the number of vendors from
which they purchase services. Additionally, the growth of "just-in-time"
inventory practices designed to reduce inventory-carrying costs has increased
the demand for the same-day delivery of such inventory. Technological
developments such as e-mail and facsimile have increased the pace of business
and other transactions, thereby increasing demand for the same-day delivery of
a wide array of items, ranging from voluminous documents to critical
manufacturing parts and medical devices. Consequently, there has been increased
demand for the same-day transportation of items that are not suitable for fax
or electronic transmission, but for which there is an immediate need.

BUSINESS STRATEGY

    The Company intends to expand its operations in the U.S. and Canada to
capitalize on the demand of local, regional and national businesses for
innovative same-day transportation solutions. The key elements of the Company's
business strategy are as follows:


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<PAGE>   5


    Focus on Primary Services. The Company provides three primary services: (i)
same-day on-demand delivery services, (ii) same-day scheduled distribution
services and (iii) outsourcing services such as fleet management and facilities
management. The Company focuses its same-day on-demand delivery business on
transporting non-faxable, time sensitive items throughout metropolitan areas.
By delivering items of greater weight over longer distances and providing value
added on-demand services such as non-technical swap-out of failed equipment,
the Company expects to raise the yield per delivery relative to the yield
generated by delivering documents within a central business district.
Additionally, the Company intends to capitalize on the market trend towards
outsourcing transportation requirements by concentrating its logistics services
in same-day scheduled distribution and fleet management. The delivery
transactions in a fleet management and scheduled distribution program are
recurring in nature, thus creating the potential for long term customer
relationships. Additionally, these value added services are generally less
vulnerable to price competition than traditional on-demand delivery services.

    Target National and Regional Accounts. The Company's sales force focuses on
pursuing and maintaining national and regional accounts. The Company
anticipates that its (i) existing multi-city network of locations combined with
new locations to be acquired, (ii) ability to offer value added services such
as fleet management to complement its basic same-day delivery services and
(iii) experienced, operations oriented management team and sales force, will
create further opportunities with many of its existing customers and attract
new national and regional accounts.

    Create Strategic Alliances. By forming alliances with strategic partners
that offer services that compliment those of the Company, the Company and its
partner can jointly market their services, thereby accessing one another's
customer base and providing such customers with a broader range of value added
services. For example, the Company has formed an alliance with Purolator, the
largest Canadian overnight courier company, whereby on an exclusive basis the
Company and Purolator provide one another with certain delivery services and
market one another's delivery services to their respective customers. See "--
Sales and Marketing."

SERVICES

    The Company capitalizes on its routing, dispatch and vehicle and personnel
management expertise developed in the ground courier business to provide its
customers with a broad range of value added, same-day distribution services. By
creating innovative applications of its core services, the Company intends to
expand the market for its distribution services and increase the yield per
service provided.

    Same-Day On-Demand Delivery. The Company provides same-day intra-city
on-demand delivery services whereby Company messengers or drivers respond to a
customer's request for immediate pick-up and delivery. The Company also
provides same-day inter-city delivery services by utilizing third party air or
motor carriers in conjunction with the Company's ground couriers. The Company
focuses on the delivery of non-faxable, time sensitive items throughout major
metropolitan areas rather than traditional downtown document delivery. By
delivering items of greater weight over longer distances and providing value
added on-demand services such as non-technical swap-out of failed equipment,
the Company expects to continue to raise the yield per delivery relative to the
yield generated from downtown document deliveries. For the fiscal years ended
July 31, 1999, 1998 and 1997, approximately 62%, 62% and 66%, respectively, of
the Company's revenues were generated from on-demand same-day delivery
services.

    Same-Day Scheduled Distribution. The Company provides same-day scheduled
distribution services for time-sensitive local deliveries. Scheduled
distribution services include regularly scheduled deliveries made on a
point-to-point basis and deliveries that may require intermediate handling,
routing or sorting of items to be delivered to multiple locations. The
Company's on-demand delivery capabilities are available to supplement the
scheduled drivers as needed. A bulk shipment may be received at the Company's
warehouse where it is sub-divided into smaller bundles and sorted for delivery
to specified locations. Same-day scheduled distribution services are provided
on both a local and multi-city basis. For example, in the suburban Washington,
D.C./Baltimore area the Company provides scheduled, as well as on-demand,
delivery services for a group of local hospitals and medical laboratories,
transferring samples between these facilities. In Ontario, Canada, the Company
services the scheduled distribution requirements of a consortium of commercial
banks. These banks require regular pick-up of non-negotiable materials that are
then delivered by the Company on an intra- and inter-city basis. For the fiscal
years ended July 31, 1999, 1998 and 1997, approximately 12%, 13% and 13%,
respectively, of the Company's revenues were generated from same-day scheduled
distribution services.

    Outsourcing Services. The Company's outsourcing services include fleet
management and mailroom or other facilities management, such as maintenance of
call centers for inventory tracking and delivery. With its outsourcing
services, the Company is able to apply its same-day delivery capability and
logistics experience to design and manage efficient delivery systems for its
customers. The outsourcing service offerings can expand along with the
customer's needs. Management


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believes that the trend toward outsourcing has resulted in many customers
reducing their reliance on in-house transportation departments and increasing
their use of third-party providers for a variety of delivery services.

    The largest component of the Company's outsourcing services is fleet
management. With its fleet management service, the Company provides
transportation services primarily for customers that previously managed such
operations in-house. This service is generally provided with a fleet of
dedicated vehicles that can range from passenger cars to tractor-trailers (or
any combination) and may display the customer's logo and colors. In addition,
the Company's on-demand delivery capability may supplement the dedicated fleet
as necessary, thereby allowing a smaller dedicated fleet to be maintained than
would otherwise be required. The Company's fleet management services include
designing and managing systems created to maximize efficiencies in
transporting, sorting and delivering customers' products on a local and
multi-city basis. Because the Company generally does not own vehicles but
instead hires drivers who do, the Company's fleet management solutions are not
limited by the Company's need to utilize its own fleet.

    By outsourcing their fleet management, the Company's customers (i) utilize
the Company's distribution and route optimization experience to deliver their
products more efficiently, (ii) gain the flexibility to expand or contract
fleet size as necessary, and (iii) reduce the costs and administrative burden
associated with owning or leasing vehicles and hiring and managing
transportation employees. For example, the Company has configured and now
manages a distribution fleet for one of the largest distributors to drugstores
in Canada. For the fiscal years ended July 31, 1999, 1998 and 1997,
approximately 26%, 25% and 21%, respectively, of the Company's revenues were
generated from fleet management and other outsourcing services.

    While the volume and profitability of each service provided varies
significantly from branch office to branch office, each of the Company's branch
offices generally offers the same core services. Factors, which impact the
business mix per branch, include customer base, competition, geographic
characteristics, available labor and general economic environment. The Company
can bundle its various delivery and logistics services to create customized
distribution solutions and, by doing so, seeks to become the single source for
its customers' distribution needs.

OPERATIONS

    The Company's operations are divided into three U.S. regions and one
Canadian region, with each of the Company's approximately 40 branches assigned
to the appropriate region. Branch operations are locally managed with regional
and national oversight and support provided as necessary. A branch manager is
assigned to each branch office and is accountable for all aspects of such
branch operations including its profitability. Each branch manager reports to a
regional manager with similar responsibilities for all branches within his
region. Certain administrative and marketing functions may be centralized for
multiple branches in a given city or region. Dynamex believes that the strong
operational background of its senior management is important to building brand
identity throughout the United States while simultaneously overseeing and
encouraging individual managers to be successful in their local markets.

    Same-Day On-Demand Delivery. Most branches have operations centers staffed
by dispatchers, as well as customer service representatives and operations
personnel. Incoming calls are received by trained customer service
representatives who utilize computer systems to provide the customer with a
job-specific price quote and to transmit the order to the appropriate dispatch
location. Certain of the Company's larger clients can access such software
through electronic data interface to enter dispatch requirements, page specific
drivers, make inquiries and receive billing information. A dispatcher
coordinates shipments for delivery within a specific time frame. Shipments are
routed according to the type and weight of the shipment, the geographic
distance between the origin and destination and the time allotted for the
delivery. Coordination and deployment of delivery personnel for on-demand
deliveries is accomplished either through communications systems linked to the
Company's computers, through pagers or by radio.

    Same-Day Scheduled Distribution. A dispatcher coordinates and assigns
scheduled deliveries to the drivers and manages the delivery flow. In many
cases, certain drivers will handle a designated group of scheduled routes on a
recurring basis. Any intermediate handling required for a scheduled
distribution is conducted at the Company's warehouse or at a third party
facility such as the airport.

    Outsourcing Services. The largest component of the Company's outsourcing
services is its fleet management. Fleet management services are coordinated by
the Company's logistics specialists who have experience in designing,
implementing and managing integrated networks for transportation services.
Based upon the specialist's analysis of a customer's fleet and distribution
requirements, the Company develops a plan to optimize fleet configuration and
route design. The Company provides the vehicles and drivers necessary to
implement the fleet management plan. Such vehicles and drivers are generally
dedicated to a particular customer and may display the customer's name and logo
on its vehicles. The Company can supplement these dedicated vehicles and
drivers with its on-demand capability as necessary.


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<PAGE>   7

    Prices for the Company's services are determined at the branch level based
on the distance, weight and time-sensitivity of a particular delivery. The
Company generally enters into customer contracts for scheduled distribution,
and fleet and facilities management, which are generally terminable by such
customer upon notice generally ranging from 30 to 90 days. The Company does not
typically enter into contracts with its customers for on-demand delivery
services.

    Substantially all of the Dynamex drivers are owner-operators who provide
their own vehicles, pay all expenses of operating their vehicles and receive a
percentage of the delivery charge as compensation. Management believes that
this creates a higher degree of responsiveness on the part of its drivers as
well as significantly lowering the capital required to operate the business and
reducing the Company's fixed costs.

SALES AND MARKETING

    The Company markets its services through a sales force comprised of
national and local sales representatives. The Company's national sales force,
comprised of approximately 5 persons, includes product specialists dedicated to
specific services, such as fleet management. Additionally, some of these
specialists have developed expertise in servicing certain industries such as
banks and telecommunications companies. As part of its overall marketing plan,
the Company intends to increase the number of national product and industry
specialists. Approximately 80 local employee sales representatives target
business opportunities from the branch offices and approximately 20 specialized
sales representatives contact existing customers to assess customer
satisfaction and requirements. The Company's sales force will seek to generate
additional business from existing local accounts, which often include large
companies with multiple locations. The expansion of the Company's national
sales program and continuing investment in technology to support its expanding
operations have been undertaken at a time when large companies are increasing
their demand for delivery providers who offer a range of delivery services at
multiple locations.

    The Company's local sales representatives make regular calls on existing
and potential customers to identify such customers' delivery and logistics
needs. The Company's national product and industry specialists augment the
local marketing efforts and seek new applications of the Company's primary
services in an effort to expand the demand for such services. Customer service
representatives on the local and national levels regularly communicate with
customers to monitor the quality of services and to quickly respond to customer
concerns. The Company maintains a database of its customers' service
utilization patterns and satisfaction level. This database is used by the
Company's specialized sales force to analyze opportunities and conduct
performance audits.

    Fostering strategic alliances with customers who offer services that
complement those of the Company is an important component of the Company's
marketing strategy. For example, under an agreement with Purolator, the Company
serves as Purolator's exclusive provider of same-day courier services, which
services are then marketed by Purolator to its customers. The Company also
provides Purolator with local and inter-city, same-day ground courier service
for misdirected Purolator shipments. Purolator, in turn, serves as the
Company's exclusive provider of overnight delivery services which services are
marketed by the Company to its customers. Purolator reports that it is the
largest overnight courier in Canada with approximately 12,000 employees who
process over 2.5 million pieces each week.

CUSTOMERS

    The Company's target customer is a business that distributes
time-sensitive, non-faxable items that weigh from one to seventy pounds to
multiple locations. The primary industries served by the Company include
financial services, electronics, pharmaceuticals, medical laboratories and
hospitals, auto parts, legal services and Canadian governmental agencies.
Management believes that for the fiscal year ended July 31, 1999, no single
industry accounted for more than 10% of the Company's annual revenues. A
significant number of the Company's customers are located in Canada. For the
fiscal years ended July 31, 1999, 1998 and 1997, approximately 32.6%, 36.6% and
51.8% of the Company's revenues, respectively, were generated in Canada. See
Note 14 of Notes to Consolidated Financial Statements for additional
information concerning the Company's foreign operations.

COMPETITION

    The market for the Company's same-day delivery and logistics services has
been and is expected to remain highly competitive. The Company believes that
the principal competitive factors in the markets in which it competes are
reliability, quality, breadth of service and price.

    Most of the Company's competitors in the same-day intra-city delivery
market are privately held companies that operate in only one location, with no
one competitor dominating the market. However, there is a trend toward industry



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<PAGE>   8

consolidation and companies with greater financial and other resources than the
Company that may not currently operate in the delivery and logistics business
may enter the industry to capitalize on such trend. Price competition for basic
delivery services is particularly intense.

    The market for the Company's logistics services is also highly competitive,
and can be expected to become more competitive as additional companies seek to
capitalize on the growth in the industry. The Company's principal competitors
for such services are other delivery companies and in-house transportation
departments. The Company generally competes on the basis of its ability to
provide customized service regionally and nationally, which it believes is an
important advantage in this highly fragmented industry, and on the basis of
price.

    The Company competes for acquisition candidates with other companies in the
industry and companies that may not currently operate in the industry but may
acquire and consolidate local courier businesses. Management believes that its
operating experience and its strategy to fully integrate each acquired company
by adding its core services and introducing national and multi-city marketing
will allow it to remain competitive in the acquisition market.

    The Company's principal competitors for drivers are other delivery
companies within each market area and e-commerce companies. Management believes
that its method of driver compensation, which is based on a percentage of the
delivery charge, is attractive to drivers and helps the Company to recruit and
retain drivers.

RECENT ACQUISITIONS

    Commencing with the IPO in August 1996 and continuing through September
1998, the Company acquired the following same-day delivery businesses
(collectively the "Acquisitions"):

<TABLE>
<CAPTION>

                                                          METROPOLITAN AREAS           EFFECTIVE DATE
                            COMPANY                             SERVED                 OF ACQUISITION
           ---------------------------------------      ----------------------        ----------------
<S>                                                     <C>                           <C>
           Action Delivery(1)                           Halifax, Nova Scotia          August 16, 1996
           Seidel Delivery(1)                           Columbus, Ohio                August 16, 1996
           Seko/Metro(1)                                Chicago, Illinois             August 16, 1996
           Southbank(1)                                 New York, New York            August 16, 1996
           Zipper(1)                                    Winnipeg, Manitoba            August 16, 1996
           Express It, Inc.(2)                          New York, New York            October 1, 1996
           Dollar Courier(2)                            San Diego, California         October 18, 1996
           Winged Foot Couriers, Inc.(2)                New York, New York            December 1, 1996
           Boogey Transportation Limited(2)             Saskatoon, Saskatchewan       December 1, 1996
           One Hour Delivery Services, Inc.(2)          Dallas, Texas                 January 1, 1997
           Priority Parcel Express, Inc.(2)             Dallas, Texas                 January 1, 1997
           Max America Holdings, Inc.(2)                Dallas, Texas                 January 1, 1997
           Eagle Couriers, Inc.(2)                      Richmond, Virginia            February 1, 1997
           One Hour Courier Service, Inc.(2)            Kansas City, Missouri         March 1, 1997
           Regina Mail Marketing, Inc.(2)               Regina, Saskatchewan          April 28, 1997
           Road Runner Transportation, Inc.(2)          Minneapolis/St. Paul, MN      May 16, 1997
           Central Delivery Service of Washington,      Hartford, Connecticut         August 16, 1997
             Inc. (2 branches only)(3)                  Boston, Massachusetts
           Road Management Systems, Inc. and certain    Atlanta, Georgia              September 26, 1997
             related companies(3)
           Nydex Companies(3)                           New York, New York            October 1, 1997
           Backstreet Couriers, Inc. and a related      Memphis, Tennessee            March 1, 1998
             company(3)
           U.S.C. Management Systems, Inc.(3)           New York, New York            March 23, 1998
           Colorado Courier and Distribution, Inc.(3)   Denver, Colorado              March 31, 1998
           Alpine Enterprises Ltd.(3)                   Winnipeg, Manitoba            March 31, 1998
           Rush Delivery Service(3)                     Kansas City, Missouri         April 30, 1998
           Cannonball, Inc.(3)                          Chicago, Illinois             May 3, 1998
           Facilities Management & Consulting Inc.(4)   Chicago, Illinois             August 4, 1998
           Dash Courier(4)                              Washington, D.C.              August 17, 1998
</TABLE>

----------

(1) Collectively the "IPO Acquisitions."

(2) Collectively the "Fiscal 1997 Acquisitions."

(3) Collectively the "Fiscal 1998 Acquisitions."

(4) Collectively the "Fiscal 1999 Acquisitions."


    The aggregate consideration paid by the Company for the Acquisitions
included cash paid of approximately $81.3 million and the issuance by the
Company of approximately $700,000 in promissory notes and approximately
1,499,000


                                       6
<PAGE>   9

shares of common stock. In addition, in certain instances, the Company may pay
additional cash consideration if such acquired businesses obtain certain
performance goals. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations." The consideration paid by the Company for
the Acquisitions was determined through arms-length negotiations among the
Company and the representatives of the owners of these acquired companies. The
factors considered by the parties in determining the purchase price include,
among other things, the historical operating results and the future prospects
of the acquired companies.

    Each of the Acquisitions has been accounted for using the purchase method
of accounting. Accordingly, each acquired company is included in the Company's
consolidated results of operations from the date of its respective acquisition.

    On September 23, 1998, the Company announced that it had entered into a
definitive agreement to acquire Q International Courier, Inc. ("Quick"), the
parent company of Quick International Courier. On January 15, 1999, Dynamex
Inc. announced that the Company and Quick mutually agreed to terminate the
agreement by which Dynamex would acquire Quick. Dynamex expensed $1.1 million
in costs associated with the Quick acquisition in the second quarter ended
January 31, 1999. See Note 1 of Notes to Consolidated Financial Statements.

REGULATION

    The Company's business and operations are subject to various federal (U.S.
and Canadian), state, provincial and local regulations and, in many instances,
require permits and licenses from state authorities. The Company holds
nationwide general commodities authority from the Federal Highway
Administration of the U.S. Department of Transportation to transport certain
property as a motor carrier on an inter-state basis within the contiguous 48
states. Where required, the Company holds statewide general commodities
authority. The Company holds permanent extra-provincial (and where required,
intra-provincial) operating authority in all Canadian provinces where the
Company does business.

    In connection with the operation of certain motor vehicles, the handling of
hazardous materials in its courier operations and other safety matters,
including insurance requirements, the Company is subject to regulation by the
United States Department of Transportation, the states and by the appropriate
Canadian federal and provincial regulations. The Company is also subject to
regulation by the Occupational Health and Safety Administration, provincial
occupational health and safety legislation and federal and provincial
employment laws respecting such matters as hours of work, driver logbooks and
workers' compensation. To the extent the Company holds licenses to operate
two-way radios to communicate with its fleet, the Federal Communications
Commission regulates the Company. The Company believes that it is in
substantial compliance with all of these regulations. The failure of the
Company to comply with the applicable regulations could result in substantial
fines or possible revocations of one or more of the Company's operating
permits.

SAFETY

    From time to time, the Company's drivers are involved in accidents. The
Company 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 and 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. The Company reviews prospective
drivers to ensure that they have acceptable driving records. In addition, where
required by applicable law, the Company requires prospective drivers to take a
physical examination and to pass a drug test. Branch managers are responsible
for training drivers on any additional safety requirements as dictated by
customer specifications.

INTELLECTUAL PROPERTY

    The Company has registered "DYNAMEX" and "DYNAMEX EXPRESS" as federal
trademarks in the Canadian Intellectual Office and has filed applications in
the U.S. Patents and Trademark's office for federal trademark registration of
such names. No assurance can be given that any such registration will be
granted in the U.S. or that if granted, such registration will be effective to
prevent others from using the trademark concurrently or preventing the Company
from using the trademark in certain locations.

EMPLOYEES

    At June 1, 2000, the Company had approximately 2,950 employees, of whom
approximately 1,950 primarily were employed in various management, supervisory,
administrative, and other corporate positions and approximately 1,000 were
employed as drivers and messengers. Additionally at June 1, 2000, the Company
had contracts with approximately 4,000 independent owner-operator drivers.
Management believes that the Company's relationship with such employees and
independent owner-operators is good. See "Risk Factors -- Certain Tax Matters
Related to Drivers."



                                       7
<PAGE>   10

    Of the approximately 5,000 drivers and messengers used by the Company as of
October 16, 1998, approximately 1,700 are located in Canada and approximately
3,300 are located in the U.S. Approximately 65% of the drivers and messengers
located in Canada are represented by major international labor unions.
Management believes that the Company's relationship with such unions is good.
Unions represent none of the Company's U.S. employees, drivers or messengers.

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 completed its last 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. Additionally, the Company must
obtain the consent of its primary lenders to consummate any acquisition. 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 successfully implement its acquisition strategy. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources."

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. See "Business
-- Competition."

Claims Exposure

    As of June 1, 2000, the Company utilized the services of approximately
5,000 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 $20.0 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 profitability.



                                       8
<PAGE>   11

Certain Tax Matters Related to Drivers

    Substantially all of the Company's drivers own their own vehicles and as of
June 1, 2000, approximately 80% 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 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. See "Business -- Services" and "--
Employees."

    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. See "Business -- Services" and "-- Employees."

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 Canadian dollar is the
functional currency for the Company's Canadian operations; therefore, any
change in the exchange rate will effect 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. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and Note 14 of Notes to
Consolidated Financial Statements.

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. See "Business -- Regulation."

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.


                                       9
<PAGE>   12

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.

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. Furthermore, the American Stock Exchange suspended trading in the
Company's common stock on September 16, 1999. Trading remains suspended at this
date. AMEX also notified the Company that it shall have until June 30, 2000 to
file with the Commission, its Form 10-K for the fiscal years ended July 31,
1999, 1998 and 1997, and Forms 10-Q for the first three quarters of fiscal year
2000, or be delisted from AMEX. The ability of the Company to retain its
listing status on AMEX and to resume trading in the Company's common stock will
likely impact prices for the common stock.




                                      10
<PAGE>   13


ITEM 2. PROPERTIES

    The Company leases facilities in 67 locations. These facilities are
principally used for operations and general and administrative functions. The
chart below summarizes the locations of facilities that the Company leases:

<TABLE>
<CAPTION>

                                                                  NUMBER OF
                                       LOCATION                  PROPERTIES
                                ----------------------           ----------
<S>                                                              <C>
                                CANADA
                                Alberta                               4
                                British Columbia                      6
                                Manitoba                              2
                                Newfoundland                          1
                                Nova Scotia                           1
                                Ontario                               7
                                Quebec                                2
                                Saskatchewan                          4
                                                                     --
                                          Canadian Total             27
                                                                     ==

                                U.S
                                Arizona                               1
                                California                            3
                                Colorado                              1
                                Connecticut                           1
                                District of Columbia                  1
                                Georgia                               1
                                Illinois                              3
                                Maryland                              1
                                Massachusetts                         1
                                Minnesota                             1
                                Missouri                              2
                                New Jersey                            2
                                New York                              9
                                North Carolina                        2
                                Ohio                                  1
                                Pennsylvania                          1
                                Tennessee                             1
                                Texas                                 3
                                Virginia                              4
                                Washington                            1
                                                                     --
                                          U.S. Total                 40
                                                                     ==
</TABLE>

    The Company believes that its properties are well maintained, in good
condition and adequate for its present needs. The Company anticipates that
suitable additional or replacement space will be available when required. The
Company's facilities rental expense for the fiscal years ended July 31, 1999,
1998 and 1997 were approximately $4,345,000, $3,482,000 and $2,056,000,
respectively. The Company's principal executive offices are located in Irving,
Texas. See Note 9 of Notes to the Consolidated Financial Statements for
additional information.

ITEM 3. 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, Richard K. McClelland, the Company's Chief Executive Officer, and
Robert P. Capps, the Company's former Chief Financial Officer, 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. 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.

    On June 14, 1999, the Company issued a press release announcing that the
Audit Committee of the Board of Directors had formed a Special Committee of
outside directors to review potentially unsupportable accounting entries for
the third and fourth quarters of fiscal 1998. On September 17, 1999 the Company
issued a press release announcing that the Special Committee had completed its
review of the Company's financial reporting and that the Company would among
other


                                      11
<PAGE>   14

things, restate its previously reported financial results for the fiscal years
1997 and 1998 and the first three quarters of the fiscal year 1999.

    On October 14, 1999, pursuant to a stipulation of the parties, plaintiffs
filed a second amended class action complaint, which added allegations relating
to information disclosed in the Company's June 14 and September 1999 press
releases. In addition to the defendants named in the original complaint, the
Second Amended Class Action Complaint named Deloitte & Touche and Deloitte &
Touche LLP (the Court subsequently dismissed Deloitte & Touche LLP without
prejudice pursuant to the stipulation of the parties). The Second Amended Class
Action Complaint alleges that 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 lawsuit alleges
violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and
Sections 10(b) and 20(a) of the 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 September 18, 1997 through and including
September 17, 1999.

    On December 8, 1999, Dynamex moved to dismiss the complaint in its entirety
on the grounds that plaintiffs' complaint fails to meet the required pleading
standards and that the claims are deficient as a matter of law. Briefing of the
motion was completed on June 1, 2000, and the motion is now awaiting
disposition. 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 reasonably estimate the amount of loss with respect to this matter.

    On April 10, 2000, Reliance Insurance Company filed a notice of action in
the Superior Court of Justice in Ontario, Canada, seeking a declaratory
judgment that defendants in the shareholder class action are not entitled to
reimbursement under the Reliance insurance policy for losses incurred in
connection with that action. The Reliance policy provides $3 million in excess
coverage to supplement the $2 million in coverage provided to the Company
pursuant to the underlying policy issued by American Home Assurance Company.

    The Special Committee of the Board of Directors has kept the SEC apprised
of its inquiry and the restatement process. The Company has received an
informal request for information from the Staff of the Commission for documents
concerning the circumstances of the proposed restatement of the Company's prior
period financial statements. The Company has cooperated with the Commission and
produced documents responsive to its request.

    At this time management is unable to determine the likely outcome of this
matter or to reasonably estimate the amount of loss with respect to this
matter.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    The Company held its Annual Meeting of Shareholders on February 17, 1999.
The following matters were submitted to a vote of shareholders of the Company's
common stock with the results indicated below:

ELECTION OF DIRECTORS:
<TABLE>
<CAPTION>

           Nominee                            For                  Against                Withheld

<S>                                         <C>                   <C>                      <C>
 Richard K. McClelland                      6,271,062                  -                   19,100

 James M. Hoak, Jr.(1)                      6,271,062                  -                   19,100

 Stephen P. Smiley                          6,271,062                  -                   19,100

 Wayne Kern                                 6,280,912                  -                    9,250

 Brian J. Hughes                            6,280,912                  -                    9,250

 Kenneth H. Bishop                          6,271,062                  -                   19,100
</TABLE>

(1)      Mr. Hoak resigned from the Board on June 14, 1999.



                                      12
<PAGE>   15


                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    Market Information -- The Company's common stock began trading on the AMEX
under the symbol "DDN" on May 17, 1999. Previously the Company's common stock
was traded over-the-counter on the NASDAQ National Market under the symbol
"DYMX" beginning on August 13, 1996. As a result of the Company's announcement
that financial statements for the years ended July 31, 1998 and 1997 would be
restated and should not be relied upon, the AMEX suspended trading in the
Company's common stock on September 16, 1999. Trading remains suspended at this
date. AMEX also notified the Company that it shall have until June 30, 2000 to
file with the Commission its Form 10-K for the fiscal years ended July 31,
1999, 1998 and 1997, and Forms 10-Q for the fist three quarters of fiscal year
2000, or be delisted from AMEX. The Company is prepared to file all such
documents with the Commission on or before June 30, 2000. The following table
summarizes the high and low sale prices per share of common stock for the
periods indicated, as reported on the AMEX or NASDAQ National Market:

<TABLE>
<CAPTION>

                                                       HIGH          LOW
                                                     ---------    ---------
<S>                                                  <C>          <C>
             FISCAL 1997
             First Quarter (from August 13, 1996)    $  11.750    $   8.000
             Second Quarter                             11.625        8.375
             Third Quarter                              13.125        5.750
             Fourth Quarter                              8.875        5.750
             FISCAL 1998
             First Quarter                              11.000        6.500
             Second Quarter                             11.625        9.375
             Third Quarter                              13.625       10.813
             Fourth Quarter                             13.875       10.500
             FISCAL 1999
             First Quarter                              11.000        6.000
             Second Quarter                              6.063        3.625
             Third Quarter                               4.063        2.031
             Fourth Quarter                              3.500        2.688
</TABLE>

    Holders -- As of September 16, 1999, the approximate number of holders of
record of common stock was 100.

    Dividends -- The Company has not declared or paid any cash dividends on its
common stock since its inception. The Company intends to retain future earnings
for the operation and expansion of its business and does not anticipate paying
any cash dividend in the foreseeable future. In addition, the Company's Credit
Agreement restricts the payment of dividends. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources".

    Recent Sales of Unregistered Securities -- In May 1999, the Company issued
119,850 shares of common stock to the owners of Road Management Systems, Inc.
as partial consideration for the acquisition of such delivery company.


                                      13
<PAGE>   16

ITEM 6. SELECTED FINANCIAL DATA

    The following selected historical financial data for the three years ended
July 31, 1999 have been derived from the audited consolidated financial
statements of the Company appearing elsewhere herein. The following selected
historical financial data for the years ended July 31, 1996 and 1995 has been
derived from the consolidated financial statements of the Company not appearing
elsewhere herein. The selected financial data are qualified in the entirety,
and should be read in conjunction with the Company's consolidated financial
statements, including the notes thereto, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing elsewhere
herein. Selling, general and administrative expenses for the year ended July
31, 1999 include $2.5 million of costs related to the Special Committee process
and non-recurring audit fees, $1.4 million for the write-off of expenses
associated with the failed Q International and other acquisitions and $0.7
million for severance and other restructuring costs.

<TABLE>
<CAPTION>

                                                                       YEARS ENDING JULY 31,
                                                     ------------------------------------------------------------
                                                        1999        1998         1997         1996         1995
                                                     ---------    ---------    ---------    ---------   ---------
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                 (restated)   (restated)
<S>                                                  <C>          <C>         <C>          <C>          <C>
Statement of Operations Data:
  Sales                                              $ 239,631    $ 208,019    $ 132,587    $  71,812   $  21,032
  Cost of sales                                        163,156      140,037       88,342       50,018      14,336
                                                     ---------    ---------    ---------    ---------   ---------
    Gross profit                                        76,475       67,982       44,245       21,794       6,696
  Selling, general and administrative expenses          66,166       55,866       34,197       17,545       7,225
  Depreciation and amortization (including
   intangible impairment of $3,971 in 1999)             13,211        8,770        4,991        1,542         690
 (Gain) loss on disposal of property and equipment         205         (199)         (57)          --          --
                                                     ---------    ---------    ---------    ---------   ---------
    Operating income (loss)                             (3,107)       3,545        5,114        2,707      (1,219)
  Interest expense, net                                  4,572        4,228        1,600        1,655         403
                                                     ---------    ---------    ---------    ---------   ---------
  Income (loss) before taxes                            (7,679)        (683)       3,514        1,052      (1,622)
  Income taxes                                          (1,003)         935        1,825          176           3
                                                     ---------    ---------    ---------    ---------   ---------
  Net income (loss), before extraordinary item       $  (6,676)   $  (1,618)   $   1,689    $     876   $  (1,625)
                                                     =========    =========    =========    =========   =========
  Net income (loss) per common share, before
    extraordinary item
    -- basic                                         $   (0.66)   $   (0.20)   $    0.25    $    0.34   $   (1.90)
                                                     =========    =========    =========    =========   =========
    -- assuming dilution                             $   (0.66)   $   (0.20)   $    0.25    $    0.23   $   (1.90)
                                                     =========    =========    =========    =========   =========
  Common shares outstanding                             10,099        7,937        6,670        2,543         855
  Adjusted common shares                                10,099        7,937        6,839        3,732         855
Other Data:
  Cash dividends declared per common share           $      --    $      --    $      --    $      --   $      --
                                                     =========    =========    =========    =========   =========
  Earnings (loss) before interest, taxes,
    depreciation and amortization(1)                 $  10,104    $  12,315    $  10,105    $   4,249   $    (529)
                                                     =========    =========    =========    =========   =========
</TABLE>

<TABLE>
<CAPTION>

                                                                   JULY 31,
                                              ---------------------------------------------------
                                                1999        1998      1997       1996      1995
                                              --------    --------  --------   --------   -------
                                                                 (IN THOUSANDS)
                                                        (restated)  (restated)
<S>                                           <C>        <C>        <C>        <C>        <C>
Balance Sheet Data:
  Working capital                             $ 11,329   $ 15,402   $ 11,236   $  4,086   $  1,484
  Total assets                                 130,422    122,769     85,497     34,999     17,194
  Long-term debt, excluding current portion     46,690     36,287     32,388     20,036      5,924
  Stockholders' equity                          61,547     67,959     38,948      6,158      4,650
</TABLE>

(1) EBITDA is defined as income excluding interest, taxes, depreciation and
    amortization of goodwill and other assets (as presented on the face of the
    income statement). EBITDA is supplementally presented because management
    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 income or
    cash flow data from the Company's financial statements, which have been
    prepared in accordance with generally accepted accounting principles. Cash
    flows provided by operating activities for the three years ended July 31,
    1999 were $9,017, $5,361, and $2,527 respectively. Cash flows used in
    investing activities for the three years ended July 31, 1999 were $17,204,
    $39,000 and $33,452 respectively. Cash flows provided by financing
    activities for the three years ended July 31, 1999 were $9,979, $34,210 and
    $30,571 respectively.


                                      14
<PAGE>   17


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

    The following discussion should be read in conjunction with the information
contained in the Company's consolidated financial statements, including the
notes thereto, and the other financial information appearing elsewhere in this
report. Statements regarding future economic performance, management's plans
and objectives, and any statements concerning its assumptions related to the
foregoing contained in Management's Discussion and Analysis of Financial
Condition and Results of Operations constitute forward-looking statements.
Certain factors, which may cause actual results to vary materially from these
forward-looking statements, accompany such statements or appear elsewhere in
this report, including without limitation, the factors disclosed under "Risk
Factors."

GENERAL

    In May 1995, the Company acquired Dynamex Express, the ground courier
operations of Air Canada ("Dynamex Express"), which was led by Richard K.
McClelland, the Company's Chief Executive Officer, and which had a national
network of 20 locations across Canada. In December 1995, the Company acquired
the on-demand ground courier operations of Mayne Nickless Incorporated and
Mayne Nickless Canada Inc. (together, "Mayne Nickless") which had operations in
eight U.S. cities and two Canadian cities. In August 1996, the Company
completed the IPO Acquisitions and thereby acquired five same-day delivery
businesses in three U.S. and two Canadian cities. Subsequent to the IPO and
through July 31, 1997, the Company completed the Fiscal 1997 Acquisitions and
thereby acquired an additional 11 same-day delivery businesses in six U.S. and
two Canadian cities. Between August 1, 1997 and July 31, 1998, the Company
completed the Fiscal 1998 Acquisitions, and thereby acquired nine same-day
delivery businesses in eight U.S. cities and one Canadian city. In September
1998, the Company acquired two same-day delivery businesses in two U.S. cities.
See "Business -- Recent Acquisitions." Each of these acquisitions has been
accounted for using the purchase method of accounting. Accordingly, the
Company's historical results of operations reflect the results of acquired
operations from the date of acquisition. As a result of these various
acquisitions, the historical operating results of the Company for the periods
presented are not necessarily comparable.

    Sales consist primarily of charges to customers for individual delivery
services and weekly or monthly charges for recurring services, such as fleet
management. Sales are recognized when the service is performed. The yield
(revenue per transaction) for a particular service is dependent upon a number
of factors including size and weight of articles transported, distance
transported, special handling requirements, requested delivery time and local
market conditions. Generally, articles of greater weight transported over
longer distances and those that require special handling produce higher yields.

    Cost of sales consists of costs relating directly to performance of
services, including driver and messenger costs and third party delivery
charges, if any. Substantially all of the drivers used by the Company own their
own vehicles, and approximately 80% of these owner-operators are independent
contractors as opposed to employees of the Company. Drivers and messengers are
generally compensated based on a percentage of the delivery charge.
Consequently, the Company's driver and messenger costs are variable in nature.
To the extent that the drivers and messengers are employees of the Company,
employee benefit costs related to them, such as payroll taxes and insurance,
are also included in cost of sales.

    Selling, general and administrative expenses include costs incurred at the
branch level related to taking orders and dispatching drivers and messengers,
as well as administrative costs related to such functions. Also included in
selling, general and administrative expenses are regional and corporate level
marketing and administrative costs and occupancy costs related to branch and
corporate locations.

    Generally, the Company's on-demand services provide higher gross profit
margins than do scheduled distribution or fleet management services because
driver compensation for on-demand services is generally lower as a percentage
of sales from such services. However, scheduled distribution and fleet
management services generally have fewer administrative requirements related to
order taking, dispatching drivers and billing. As a result of these variances,
the Company's margins are dependent in part on the mix of business for a
particular period.

    As the Company has no significant investment in transportation equipment,
depreciation and amortization expense primarily relates to depreciation of
office, communication and computer equipment and the amortization of intangible
assets acquired in the Company's various acquisitions, each of which has been
accounted for using the purchase method of accounting. The Company expects to
continue to make acquisitions and anticipates that such acquisitions will be
accounted for using the purchase method of accounting. As a consequence, it is
likely that in the future the Company will incur additional expense from
amortization of acquired intangible assets, including goodwill.



                                      15
<PAGE>   18

    A significant portion of the Company's revenues is generated in Canada. For
the fiscal years ended July 31, 1999, 1998 and 1997, approximately 32.6%,
36.6%, and 51.8%, respectively, of the Company's revenues were generated in
Canada. The decrease in the proportion of revenues generated in Canada is
attributable to the high proportion of U.S. businesses acquired in the
Acquisitions. Before deduction of corporate costs, the majority of which are
incurred in the U.S., the cost structure of the Company's operations in the
U.S. and in Canada is very similar. Consequently, when expressed as a
percentage of U.S. or Canadian sales, as appropriate, the operating profit
generated in each such country (before deduction of corporate costs) is not
materially different.

    In July 1998 the Company sold its Canadian Strategic Stocking business for
cash of approximately $670,000 and a note in the amount of $234,000. The note
is payable in installments of $134,000 on January 31, 1999; $100,000 on July
31, 1999. An additional $436,000 is contingently payable from 10% of the annual
revenues in excess of a specified base level over a five year period, from the
business sold. In connection with the sale, the Company entered into a services
agreement with the purchaser whereby the Company will provide transportation,
warehouse and inventory management and related services over a five-year
period. In addition the Company has agreed to reimburse the purchaser, during
the term of the services agreement, for certain promotional and
employee-related compensation related to the business and the services provided
by the Company. These costs are estimated to be approximately $150,000 to
$130,000 annually. The cash and non-contingent portion of the note in excess of
the basis of the net assets of the Canadian Strategic Stocking business,
received upon closing the transaction which amounts to approximately $900,000,
was deferred at July 31, 1998. This deferred revenue will be recognized over
future periods as services are provided under the services agreement. In the
fiscal year ended July 31, 1999, the Company recognized $485,000 of the
deferred gain and earned and received an additional $172,000 of contingent
payments.

    The conversion rate between the U.S. dollar and Canadian dollar declined
during the fiscal year ending July 31, 1999 as compared to July 31, 1998. The
conversion rate also had declined in the fiscal year ending July 31, 1998
compared to the fiscal year ended July 31, 1997. 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. The effect of this
decline on the Company's net income for the fiscal years ended July 31, 1999
and 1998 has not been significant, although there can be no assurance that
fluctuations in such currency exchange rate will not, in the future, have a
material adverse effect on the Company's business, financial condition or
results of operations.

RESULTS OF OPERATIONS

    The following table sets forth for the periods indicated certain items from
the Company's consolidated statement of operations, expressed as a percentage
of sales. The following table excludes $4.6 million of unusual and
non-recurring selling, general and administrative expenses for the year ended
July 31, 1999 ($2.5 million for the Special Committee process and non-recurring
audit fees, $1.4 million for the write-off of expenses associated with the
failed Q International and other acquisitions and $0.7 million for severance
and other restructuring costs). The table also excludes an impairment of
intangibles of $4.0 million from depreciation and amortization for the year
ended July 31, 1999.

<TABLE>
<CAPTION>

                                                                         YEARS ENDING JULY 31,
                                                                --------------------------------------
                                                                    1999          1998         1997
                                                                ----------    ----------    ----------
                                                                        (a)   (restated)     (restated)
<S>                                                             <C>           <C>           <C>
Sales                                                                100.0%        100.0%         100.0%
Cost of sales                                                         68.1%         67.3%          66.6%
                                                                ----------    ----------     ----------
  Gross profit                                                        31.9%         32.7%          33.4%
Selling, general and administrative expenses                          25.7%         26.9%          25.8%
Depreciation and amortization                                          3.9%          4.2%           3.7%
(Gain) loss on disposal of property                                    0.1%         (0.1)%           --%
                                                                ----------    ----------     ----------
  Operating income                                                     2.2%          1.7%           3.9%
Interest expense                                                       1.9%          2.0%           1.2%
                                                                ----------    ----------     ----------
  Income (loss) before taxes                                           0.3%         (0.3)%          2.7%
                                                                ==========    ==========     ==========
</TABLE>

    (a) Excludes non-recurring and unusual charges and adjustments described in
the paragraph above.

YEAR ENDED JULY 31, 1999 COMPARED TO YEAR ENDED JULY 31, 1998

    The net loss for the year ended July 31, 1999 was $6,676,000 versus a net
loss of $1,618,000 for the year ended July 31, 1998. The results for 1999
include non-recurring and unusual charges and adjustments. Selling, general and
administrative costs include non-recurring audit fees of approximately $2.1
million related to the 1999 audit and the re-audit and restatement of the
results for the years ended July 31, 1998 and 1997, professional fees in
support of the Special Committee review of $400,000, $1.4 million for the
write-off of costs associated with the failed Q International and other
acquisitions,


                                      16
<PAGE>   19

and $0.7 million for severance and other restructuring costs. In addition, the
Company reduced the carrying value of goodwill and covenants not-to-compete for
its Dallas, Texas and Hartford, Connecticut operations in the fourth quarter of
1999 by some $4 million. The Company also provided a 100% valuation allowance
of approximately $930,000 for federal net operating losses incurred in 1999
compared to $1,146,000 for federal net operating losses incurred in 1998. The
following discussion and analysis excludes the aforementioned non-recurring and
unusual charges and adjustments in this paragraph.

    Sales for the year ended July 31, 1999 increased approximately $32 million
or 15.2%, to $240 million from $208 million for the year ended July 31, 1998.
Approximately $30 million of the increase was from the 1998 and 1999
Acquisitions with the remainder from increased sales from the Company's
existing operations. The decline in the conversion rate between the U.S. dollar
and the Canadian dollar had the effect of decreasing 1999 sales by some $4.5
million had the conversion rate been the same as in 1998. Sales from branches
operating throughout both periods increased 1.7% in 1999 compared to 1998.
Excluding the impact of the change in the exchange rate between the U.S. and
Canadian dollar, the increase in sales from branches operating throughout both
periods was 3.5%.

    Cost of sales increased approximately $23 million or 16.5% to $163 million
in 1999 from $140 million in 1998. The increase primarily relates to the 1998
and 1999 Acquisitions, an increase in the provision for bad debts from 0.3% of
sales in 1998 to 0.8% in 1999 and an increase in the percentage of scheduled
and distribution and outsourcing revenues that have a higher cost of sales than
on-demand. The increase in bad debts in 1999 primarily relates to the Dallas,
Texas and Hartford, Connecticut operations. Management believes that future bad
debts will be in the 0.3% to 0.5% of total sales range. As the Company pursues
new opportunities with national accounts, management anticipates that on-demand
revenues will decrease as a percentage of total sales, and therefore that cost
of sales will increase as a percentage of total sales.

    Selling, general and administrative costs increased $8.3 million to $64
million in the year ended July 31,1999 from $56 million for the same period in
1998. The increase results from the 1998 and 1999 Acquisitions and the
additional costs associated with building and installing a wide-area network,
the conversion of the customer order processing and dispatching system to a
common platform and the audit, professional and legal fees described above. The
Company will continue to incur additional costs to complete the conversion to a
common platform and to convert the Company's payroll, human resources and
financial and accounting systems to Oracle at an estimated cost of
approximately $0.5 million that will be financed from internally generated cash
flows. In addition, the Company will incur legal costs related to the class
action lawsuit.

    Depreciation and amortization increased $470,000 or 5.4% primarily due to
the amortization of the value of goodwill and covenants not-to-compete
associated with the 1998 and 1999 Acquisitions. Excluding future acquisitions,
if any, management anticipates that depreciation and amortization will decrease
in fiscal year 2000 and future years due primarily to a reduction in the
amortization of covenants not-to-compete that are fully amortized over three
years.

    Interest expense for the year ended July 31, 1999 increased $344,000, or
8.1%, to $4.6 million from $4.2 million for the year ended July 31, 1998
primarily the result of additional borrowings required to finance the Fiscal
1999 Acquisitions and the Fiscal 1998 Acquisitions and the 1999 earn-out
payments.

FISCAL YEAR ENDED JULY 31, 1998 COMPARED TO FISCAL YEAR ENDED JULY 31, 1997

    Sales for the year ended July 31, 1998 increased $75 million, or 56.9%, to
$208 million from $133 million for the year ended July 31, 1997 primarily due
to the Fiscal 1997 Acquisitions and the Fiscal 1998 Acquisitions, as well as
increased sales from the Company's existing operations. Due to a decline in the
conversion rate between the U.S. dollar and the Canadian dollar, the Company's
reported sales for the year ended July 31, 1998 were approximately $3.8 million
less than would have been reported for such period had the conversion rate been
the same as in the year ended July 31, 1997.

    Cost of sales for the year ended July 31, 1998 increased $52 million, or
58.5%, to $140 million from $88 million for the year ended July 31, 1997,
primarily due to the Fiscal 1997 Acquisitions and the Fiscal 1998 Acquisitions.
As a percentage of sales, such costs increased to 67.3% from 66.6%. This
increase reflects the generally lower gross profit associated with certain
services, specifically outsourcing or fleet management services and scheduled
distribution services. Due in part to the Company's acquisition of the Nydex
Companies in October 1997, these lower gross margin services comprised an
increased proportion of the Company's business in the year ended July 31, 1998
relative to the year ended July 31, 1997.

    Selling, general and administrative expenses for the year ended July 31,
1998 increased $22 million, or 63.4%, to $56 million from $34 million for the
year ended July 31, 1997, primarily reflecting the expenses of the acquired
operations and increased spending for marketing, technology and administrative
support. As a percentage of sales, selling, general and


                                      17
<PAGE>   20
administrative expenses increased to 26.9% from 25.8%, which reflects the
additional costs noted above. Also, selling, general and administrative expenses
for the year ended July 31, 1998 include approximately $0.5 million in payments
to former owners of acquired businesses pursuant to settlement of employment
agreements.

    Depreciation and amortization for the year ended July 31, 1998 increased
$3.8 million, or 75.7%, to $8.8 million from $5.0 million in the year ended
July 31, 1997 and, as a percentage of sales, increased to 4.2% from 3.7%. These
increases primarily resulted from depreciation and amortization of assets
acquired in the Fiscal 1997 Acquisitions and the Fiscal 1998 Acquisitions.

    Interest expense for the year ended July 31, 1998 increased $2.6 million,
or 164.3%, to $4.2 million from $1.6 million for the year ended July 31, 1997
primarily as a result of the additional borrowings required to finance the
Fiscal 1997 Acquisitions and the Fiscal 1998 Acquisitions.

LIQUIDITY AND CAPITAL RESOURCES.

    The Company's capital needs arose primarily from its acquisition program
and, to a lesser extent, its capital expenditures and working capital needs.

    During the fiscal year ended July 31, 1999, the Company completed two
acquisitions for aggregate consideration of approximately $1.8 million. In
addition, in connection with certain acquisitions, the Company agreed to pay
the sellers additional consideration if the acquired operations meet certain
performance goals related to their earnings before interest, taxes,
depreciation and amortization, as adjusted for certain factors. In conjunction
with the acquisitions, the Company issued 119,850 shares of common stock and
paid approximately $12 million in cash during the fiscal year ended July 31,
1999 as additional consideration.

    During the year ended July 31, 1998, the Company completed nine
acquisitions for aggregate consideration of approximately $34 million,
consisting of $33 million in cash and the issuance of approximately 114,000
shares of common stock. The cash portion of the consideration for the
acquisitions consummated after July 31, 1997 was provided by borrowings under
the Credit Facility. In conjunction with the acquisitions, the Company paid
approximately $3 million in cash during the fiscal year ended July 31, 1998 as
additional consideration.

    During the fiscal year ended July 31, 1997, the Company completed 16
acquisitions for aggregate consideration of approximately $43 million. Of this
aggregate consideration, approximately $11 million was paid by the issuance of
approximately 1,265,000 shares of the Company's common stock to the sellers of
the acquired businesses, approximately $700,000 was paid with promissory notes
issued by the Company to the sellers and approximately $31 million was paid in
cash. In August 1996, the Company completed its IPO and received net proceeds
of approximately $21 million. Of these proceeds, $7 million was utilized to pay
the cash portion of the consideration for the IPO Acquisitions and the balance
of $14 million was used to retire outstanding debt. The balance of the cash
consideration paid for the acquisitions completed during the fiscal year ended
July 31, 1997 was provided by cash flow from operations and proceeds from the
Credit Facility.

    In addition, in connection with certain acquisitions, the Company agreed to
pay the sellers additional consideration if the acquired operations meet
certain performance goals related to their earnings before interest, taxes,
depreciation and amortization, as adjusted for certain factors. The estimated
maximum amount of additional consideration payable, if all performance goals
are met, is approximately $5.6 million payable in cash at July 31, 1999. These
payments of additional consideration are to be made on specified dates through
October 2000, and generally commence at the end of the twelve-month period
following the completion of the relevant acquisition. 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.

    In May 1998, the Company completed a follow-on offering of 2.5 million
shares of common stock. Net proceeds to the Company, after deducting
underwriters discount and offering costs, amounted to approximately $30
million, all of which was used to reduce amounts outstanding under the Credit
Facility. In conjunction with the follow-on offering, the Company amended the
Credit Facility to provide for total borrowings of up to $115 million, of which
$36 million was outstanding as of July 31, 1998.

    As a result of the restatement, the Company was denied access to the
line-of-credit starting on September 16, 1999, the banks notified the Company
on November 9, 1999 that it was in default under the terms of the bank credit
agreement and the banks began charging the Company the default rate of interest
of prime plus 2.50% on March 20, 2000. On June 28, 2000, the Company amended
its bank credit agreement. Under the terms of the amended agreement, all prior
covenant


                                      18
<PAGE>   21

violations were waived and the Company may borrow up to $51.7 million, the
amount currently outstanding (formerly $65 million) on a revolving basis
through July 31, 2001, at which time any amounts outstanding under the facility
are due. Interest on outstanding borrowings is payable monthly at the bank's
prime rate plus 2.00%. In addition, the Company is required to pay a commitment
fee of 0.375% for any unused amounts of the total commitment. The Company
intends to refinance or restructure the outstanding bank line of credit prior
to July 31, 2000. At July 31, 1999, the weighted average interest rate for all
outstanding borrowings was approximately 8.38%. See Note 8 of Notes to
Consolidated Financial Statements.

    The Company has entered into interest rate protection arrangements on a
portion of the borrowings under the Credit Facility. The interest rate on $15
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 million of outstanding debt. These hedging arrangements
mature on August 31, 2000. At the present time, the Company has no plans to
replace the hedges when they expire. 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. Generally, the Company must obtain the lenders' consent to
consummate any acquisition. See Note 8 of Notes to Consolidated Financial
Statements and "Risk Factors -- Acquisition Strategy; Possible Need for
Additional Financing."

    During the fiscal years ended July 31, 1999, 1998 and 1997, the Company
spent approximately $3.4 million, $3.8 million and $2.2 million, respectively,
on capital expenditures, which expenditures primarily related to improvements
in infrastructure and technology to support the Company's expanding operations.
Management expects the amount of capital expenditures for these purposes in
future years to be comparable to the expenditures made in the year ended July
31, 1999. 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. The Company's expansion of its national marketing program
consists primarily of increased hiring and salary expenditures related to
additional product specialists. These marketing expenditures have not, nor does
management expect that in the future they will have, a significant impact on
the Company's liquidity. See "Business -- Sales and Marketing."

    The Company's cash flow provided by operations for the fiscal years ended
July 31, 1999, 1998 and 1997 were approximately $9.0 million, $5.4 and $2.5
million, respectively. Consequently, increases in working capital and purchases
of property and equipment during such periods were financed entirely by
internally generated cash flow.

    Management expects that its capital requirements will generally be met from
internally generated cash flow. The Company's access to other sources of
capital, such as additional bank borrowings and the issuance of debt
securities, is affected by, among other things, general market conditions
affecting the availability of such capital. The Company completed its last
acquisition in August 1998. Currently there are not pending nor are there any
contemplated acquisitions. Should the Company pursue acquisitions in the
future, the Company may be required to incur additional debt. 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 may be unable to implement
successfully its acquisition strategy.

    The Company is a defendant in a class action lawsuit. See Item 3 Legal
Proceedings and Note 9 of Notes to Consolidated Financial Statements for
further information. At this time management is unable to determine the likely
outcome of this matter or to reasonably estimate the amount of loss with
respect to this matter.

YEAR 2000 COMPLIANCE

    The Company did not experience any significant malfunctions or errors in
its operating or business systems as a result of the Year 2000. Based upon
operations since January 1, 2000, the Company does not expect any significant
impact to its ongoing business as a result of the Year 2000. It is possible the
full impact of the date change has not been fully recognized. However, the
Company believes any such problems are likely to be minor and correctable. In
addition, the Company could still be negatively affected if its customers or
suppliers are adversely affected by the Year 2000 or similar issues. The
Company is not aware of any significant Year 2000 or similar problems that have
arisen for its customers and suppliers.

    The Company has not, nor does it expect to, incur any material costs
associated with the Year 2000.


                                      19
<PAGE>   22


DEFERRED TAXES

    The Company has incurred taxable net operating losses in the United States
of $2,622,000, $3,197,000 and $333,000 for the years ended July 31, 1999, 1998
and 1997, respectively. In addition, the Company has generated unused foreign
tax credits related to its Canadian operations of $442,000. The Company has
established 100% valuation allowances in accordance with the provisions of SFAS
No. 109 for U.S. operating losses and foreign tax credits not currently
deductible. The Company continually reviews the adequacy of the valuation
allowance and releases the allowance, when it is determined that it is more
likely than not that the benefits will be realized. The remaining deferred tax
assets represent deductions for financial statement purposes that will reduce
future taxable income.

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. However, there can be no assurance the Company's business
will not be affected by inflation in the future.

FINANCIAL CONDITION

    The Company believes its financial condition remains strong and that it has
the financial resources necessary to meet its needs. Cash provided by operating
activities and the Company's credit facility should be sufficient to meet the
Company's operational needs, however, the Company may require additional
financing to pay future earn-out payments to the owners of acquired businesses.

ACCOUNTING PRONOUNCEMENTS

In July 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133 "Accounting for Derivative Instruments and Hedging Activities", which
establishes accounting and reporting standards for derivative instruments and
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet and measure those instruments
at fair value. Management does not believe this will have a material effect on
operations. Implementation of this standard has recently been delayed by the
FASB for a 12-month period through the issuance of SFAS No. 137, "Accounting
for Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133". SFAS No. 137 is effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT:

    With the exception of historical information, the matters discussed in this
report are "forward looking statements" as that term is defined in Section 21E
of the Securities Exchange Act of 1934.

    While the Company believes its strategic plan is on target and the business
outlook remains strong, several important factors have been identified, which
could cause actual results to differ materially from those predicted. By way of
example:

    o   The competitive nature of the same-day delivery business.

    o   The ability of the Company to attract and retain qualified courier
        personnel as well as retain key management personnel.

    o   A change in the current tax status of courier drivers from independent
        contractor drivers to employees or a change in the treatment of the
        reimbursement of vehicle operating costs to employee drivers.

    o   A significant reduction in the exchange rate between the Canadian
        dollar and the U.S. dollar.

    o   Failure of 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.

    o   The ability of the Company to obtain adequate financing.

    o   The ability of the Company to pass on fuel cost increases to customers
        to maintain profit margins and the quality of driver pay.



                                      20
<PAGE>   23

    o   The loss of quality drivers to e-commerce companies.

    o   The outcome of the Shareholder class action lawsuit.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE 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 $7.8 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 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 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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    See Item 14(a).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

    On February 29, 2000, Deloitte & Touche LLP ("D&T") delivered a letter to
the Registrant that stated the client-auditor relationship between Dynamex Inc.
and Deloitte & Touche LLP has ceased.

    The reports of D&T on the consolidated financial statements of the
Registrant for the fiscal years ended July 31, 1998 and July 31, 1997 did not
contain any adverse opinion or disclaimer of opinion nor were such reports
qualified or modified as to uncertainty, audit scope or accounting principles.
As discussed below, On September 17, 1999, the Registrant announced that the
previously issued 1997 and 1998 annual financial statements and the auditors'
reports thereon should not be relied upon.

    In connection with the audits of the Registrant's consolidated financial
statements for the fiscal years ended July 31, 1999, 1998 and 1997 and during
the subsequent unaudited interim periods since the most recently ended fiscal
year, there were no disagreements with D&T on matters of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of D&T, would have caused D&T to
make reference to the matter in their report other than as follows:

    In connection with the audit of the Registrant's consolidated financial
statements for the fiscal year ended July 31, 1998, D&T reported to the
Registrant's Audit Committee the following disagreements between D&T and the
Registrant, each of


                                       21
<PAGE>   24

which were satisfactorily resolved before D&T issued an unqualified opinion
with respect to the Registrant's financial statements:

    o   D&T disagreed with the Registrant's view that a gain should be
        recognized immediately on the sale of the Registrant's Canadian
        strategic stocking location services division.

    o   D&T disagreed with the adequacy of Registrant's allowance for doubtful
        accounts.

    o   D&T disagreed with the Registrant's accounting for the settlement of
        certain employment obligations as additional purchase consideration.

    o   D&T disagreed with the Registrant's accounting for certain vehicle
        rental costs recorded as additional purchase consideration for an
        acquired entity.

    In late November 1998, D&T apprised a member of the Audit Committee and the
Chief Financial Officer of the Registrant of certain material weaknesses in
internal control noted during the audit of the financial statements of the
Registrant for the fiscal year ended July 31, 1998 by providing them a draft of
a letter communicating internal control related matters ("Management Letter").
D&T subsequently delivered to the Audit Committee its Management Letter and a
letter addressing required communications with the Audit Committee identifying
significant deficiencies that could adversely affect the Registrant's ability
to record, process, summarize, and report financial data consistent with the
assertions of management in the financial statements. The material weaknesses
in internal control included the following: (1) Inadequate overall internal
control design; (2) absence of appropriate reviews and approvals of
transactions, accounting entries, or systems output; (3) inadequate procedures
for appropriately assessing and applying accounting principles; (4) inadequate
provisions for the safeguarding of assets; (5) failure to perform tasks that
are part of a sound system of internal control, such as preparation of timely
account reconciliations; and, (6) absence of a sufficient level of control
consciousness within the organization. On January 25, 1999 the Chief Financial
Officer and the Controller of the Registrant resigned.

    On January 25, 1999 the Registrant appointed a new Vice President and
Controller and a new Vice President Finance. The Audit Committee instructed the
new financial management team to address the weaknesses noted by D&T in their
Management Letter and to implement appropriate internal controls. On February
1, 1999, D&T was engaged, among other things, to assist the Registrant with
analyzing its core financial processes, identifying improvement opportunities
and developing an achievable implementation plan.

    At the April 27, 1999 Audit Committee meeting, the D&T Management Letter,
the findings and recommendations from the special engagement described above
and Management's progress in addressing internal control weaknesses were
discussed. D&T indicated verbally that based on its discussions with certain
members of management, the Registrant appeared to be making progress on those
matters outlined in the Management Letter.

    On June 14, 1999, the Registrant announced that it had discovered
potentially unsupportable accounting entries in the third quarter 1998. The
Audit Committee of the Board of Directors formed a Special Committee of outside
directors to review the matter further. The Special Committee engaged the law
firm of Weil, Gotshal & Manges LLP to assist in the review. Weil, Gotshal &
Manges LLP engaged D&T to assist in connection with the review. D&T suspended
all audit work related to the Registrant pending the results of the review by
the Special Committee. On September 17, 1999, the Registrant announced the
results of the review of the Special Committee. The Registrant indicated that
it would restate its previously reported financial results for fiscal years
1997 and 1998, and the first three quarters of fiscal year 1999. The Registrant
also stated that the previously issued 1997 and 1998 annual financial
statements and the independent auditors' reports thereon, as well as the
interim financial statements for 1997, 1998 and 1999, should not be relied
upon.

    By letter dated September 16, 1999, D&T was engaged to perform the audits
of Registrant's restated financial statements for the years ended July 31, 1998
and 1997, subject to the terms and conditions therein. D&T verbally advised the
Registrant that, due to the results of the Special Committee's review, the
scope of the audits would be significantly expanded and that D&T would be
unwilling to rely on the representations of prior financial management. D&T
also advised the Registrant that subject to the same terms and conditions, it
would accept an engagement to continue as auditor for the fiscal year ended
July 31, 1999. Subsequent to September 16, 1999, D&T verbally advised the
Registrant that the documentary evidence then available to D&T was not
sufficient to complete its audits and requested additional documentation. The
Registrant made all reasonable efforts to respond to those requests. On
February 29, 2000, D&T advised the Registrant that it was resigning due to the
lack of sufficient evidential matter to render an opinion on the financial
statements of the Registrant.


                                       22
<PAGE>   25

    On April 17, 2000, the Registrant retained the accounting firm of BDO
Seidman, LLP to audit and report on the Registrant's consolidated balance sheet
as of July 31, 1999 and the restated consolidated balance sheet as of July 31,
1998 and the related consolidated statements of income, stockholders' equity
and cash flows for the year ended July 31, 1999 and the restated consolidated
statements of income, stockholders' equity and cash flows for the years ended
July 31, 1998 and 1997. BDO Seidman, LLP will also audit the Registrant's
consolidated financial statements for the fiscal year ending July 31, 2000. The
Registrant's Board of Directors approved this action upon the recommendation of
its Audit Committee.

    During the two year period ended July 31, 1999 and through the date of this
filing, the Registrant did not consult with BDO Seidman, LLP regarding either
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the financial statements of the Registrant. In addition, the Registrant did not
consult with BDO Seidman, LLP regarding any matter that was the subject of a
disagreement or a reportable event within the meaning of Item 304 of the
Securities and Exchange Commission's Regulation S-K.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    A brief description of each director and executive officer of the Company
is provided below. Directors hold office until the next annual meeting of the
stockholders or until their successors are elected and qualified.

    Richard K. McClelland, 48, became the President, Chief Executive Officer
and a director of the Company in May 1995 upon the closing of the Company's
acquisition of Dynamex Express (the ground courier division of Air Canada),
where he also served as President since 1988. He was elected as Chairman of the
Board of the Company in February 1996. Prior to joining Dynamex Express in
1986, Mr. McClelland held a number of advisory and management positions with
the Irving Group, Purolator Courier Ltd. and Sunbury Transport Ltd., where he
was engaged in the domestic and international same-day air, overnight air, and
trucking businesses.

    Kenneth H. Bishop, 62, has served as a director of the Company since August
1996. From 1974 to August 1996, Mr. Bishop was President and General Manager of
Zipper Transportation Services, Ltd. and a related company (together "Zipper")
which operated a same-day delivery business in Winnipeg, Manitoba. The Company
acquired Zipper in August 1996. See "Certain Transactions".

    Brian J. Hughes, 38, has served as a director of the Company since May
1995. Mr. Hughes has served as the Vice President -- Investments of Guidant
Mutual Insurance Company since September 1992. From 1986 to 1992, Mr. Hughes
served as Assistant Vice President -- Investments at Boatmen's National Bank.

    Wayne Kern, 67, has served as a director of the Company since February
1996. Mr. Kern served as Senior Vice President and Secretary of Heritage Media
Corporation from 1987 through August 1997. From 1991 to 1995, Mr. Kern also
served as Executive Vice President of Crown Media, Inc. From 1979 to 1991, Mr.
Kern served as the Executive or Senior Vice President, General Counsel and
Secretary of Heritage Communications, Inc. See "Certain Transactions".

    Jeffrey N. MacDowell, 35, was elected as the Vice President - Finance and
Corporate Development in January 1999. He joined the Company in August of 1998
as Managing Director - Corporate Development. Prior to joining the Company, Mr.
MacDowell was Vice President of RentX Industries, Inc. from 1996 to 1998. From
1991 to 1996, Mr. MacDowell was a Vice President at Banque Paribas.

    Ray E. Schmitz, 54, joined the Company and was elected Vice President -
Controller in January 1999. Prior to joining the Company, Mr. Schmitz was Vice
President - Controller of EEX Corporation from 1997 to 1999. Previous to that
he was Assistant Controller of ENSERCH Corporation and Controller of Enserch
Exploration, Inc., a subsidiary of ENSERCH Corporation and predecessor to EEX
Corporation, from 1984 to 1996.

    Stephen P. Smiley, 50, has served as a director of the Company since 1993
and was a Vice President of the Company from December 1995 through February
1996. Mr. Smiley was President of Hoak Capital Corporation from 1991 through
February 1996. Mr. Smiley joined Hunt Financial Corporation (a private
investment company) as Executive Vice President in February 1996, and was
appointed President in January 1997. Mr. Smiley is also a director of Ergo
Science Corporation (a biopharmaceutical company).



                                      23
<PAGE>   26

    Mr. James H. Wicker, III, 30, was elected Vice President - Information
Systems in January 1999. Mr. Wicker joined the Company as Director, Information
Technology in April 1998. Prior to joining the Company, Mr. Wicker held the
position of Director of Information Services at Heritage Media Corporation from
March 1997 to April 1998. Previous to that he was Director of Information
Services of Denton County from February 1988 to March 1997.


ITEM 11. EXECUTIVE COMPENSATION

    The following summary compensation table sets forth the total annual
compensation paid or accrued by the Company to or for the account of the Chief
Executive Officer and the other top four most highly compensated executive
officers of the Company (collectively the "Named Executives") whose total
salary and bonus for the fiscal year ended July 31, 1999 exceeded $100,000:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>


                                                                                                 Long-term
                                                                                               Compensation
                                                                                                  Awards
                                                                                             ----------------
                                                        Annual Compensation                     Securities
                                            ---------------------------------------------       Underlying
Name and Principal Position                     Year          Salary($)       Bonus($)           Options
---------------------------                 --------------  -------------  --------------    ----------------

<S>                                         <C>             <C>             <C>                <C>
Richard K. McClelland                             1999        240,204         113,877            50,000
    President and Chief Executive Officer         1998        220,000          19,890            65,000
                                                  1997        200,000         120,000            99,000

Robert Capps(1)                                   1999        195,123              --                --
    Executive Vice President and                  1998        161,349              --            35,000
    Chief Financial Officer                       1997        141,950          54,250            46,000

Robert Dobrient(2)                                1999        137,179          18,750            25,000
    Vice President                                1998        111,346              --                --

Jeffrey N. MacDowell(3)                           1999        117,084              --            40,000
    Vice President - Finance and
     Corporate Development

Ray E. Schmitz(4)                                 1999         66,000              --            25,000
     Vice President - Controller and
     Chief Accounting Officer

James H. Wicker, III(5)                           1999        129,461           5,600            32,000
      Vice President - Information Services
</TABLE>

----------

(1) Robert P. Capps was initially employed as an executive officer of the
    Company in February 1996. Mr. Capps resigned from the Company in January
    1999.

(2) Robert Dobrient was initially elected as an executive officer of the
    Company in September 1997. Mr. Dobrient resigned from the Company in
    October 1999.

(3) Jeffrey N. MacDowell was initially elected an officer of the Company in
    January 1999.

(4) Ray E. Schmitz was initially elected an officer of the Company in January
    1999.

(5) James H. Wicker, III was initially elected an officer of the Company in
    January 1999.

EMPLOYMENT AND CONSULTING AGREEMENTS

    The Company has entered into an employment agreement with Mr. McClelland
which provides for the payment of a base salary in the annual amount of
$250,000, participation in an executive bonus plan, an auto allowance of
Canadian $900 per month and participation in other employee benefit plans. The
agreement also provides that upon Mr. McClelland's exercise of certain stock
options to purchase 48,000 shares of common stock, that were exercised on May
16, 1998, the Company shall pay Mr. McClelland a bonus equal to the exercise
price multiplied by the number of shares to be purchased by virtue of such
exercise. Unless terminated earlier, the employment agreement shall continue
until May 31, 2001, upon which date such agreement will be automatically
extended for successive one-year renewal terms unless notice is given



                                      24
<PAGE>   27
upon the terms provided in such agreement. Additionally, upon a sale or
transfer of substantially all of the assets of the Company or certain other
events that constitute a change of control of the Company, including the
acquisition by a stockholder, other than certain named stockholders, of
securities representing 15% of the votes that may be cast for director
elections, the Company shall continue to pay Mr. McClelland the compensation
set forth in such agreement for the greater of two years from the date of such
change of control or the remainder of the agreement term. During the term of
the employment agreement and pursuant to such agreement, Mr. McClelland shall
be a member of the Board of Directors of the Company.

1996 STOCK OPTION PLAN

    The following table sets forth information regarding the grant of stock
options under the Company's Amended and Restated 1996 Stock Option Plan
("Option Plan") during fiscal 1999 to the Named Executives:

                     OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>

                                 Individual Grants
                            ----------------------------
                                            % of Total                                            Potential
                              Number of      Options/                                     Realized Value at Assumed
                             Securities        SARs                                         Annual Rates of Stock
                             Underlying     Granted to     Exercise                        Price Appreciation for
                              Options/       Employees      Or Base                              Option Term
                                SARs         in Fiscal       Price       Expiration     ------------------------------
                              Granted(#)       Year        ($/Share)        Date           5%($)           10%($)
                            --------------  ------------  ------------   -----------    -------------  ---------------

<S>                        <C>              <C>         <C>              <C>             <C>           <C>
Richard K. McClelland           50,000           13.4%       $2.250      7-Apr-09          $70,760        $179,250
Robert Capps                        --             --            --            --               --
Robert Dobrient                 25,000            6.7%       $2.250      7-Apr-09          $35,380        $ 89,625
Jeffrey N. MacDowell            15,000            4.0%      $10.000      6-Aug-08          $94,350        $239,055
                                25,000            6.7%       $2.250      7-Apr-09          $35,380        $ 89,625
Ray E. Schmitz                  25,000            6.7%       $2.250      7-Apr-09          $35,380        $ 89,625
James H. Wicker, III             7,000            1.9%      $10.375      5-Aug-08          $45,675        $115,738
                                25,000            6.7%       $2.250      7-Apr-09          $35,380        $ 89,625
</TABLE>


    The following table sets forth information with respect to shares exercised
during the fiscal year 1999 by the Named Executives and information with
respect to options to purchase shares of the Company's common stock granted
under the Option Plan to the Named Executives and held by them at July 31,
1999:


     OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>

                                                                            Number of
                                                                           Securities               Value of
                                                                           Underlying             Unexercised
                                                                           Unexercised            In-the-Money
                                        Shares                             Options at              Options at
                                       Acquired                              FY-End                  FY-End
                                          on               Value          Exercisable/            Exercisable/
                                       Exercise          Realized         Unexercisable          Unexercisable
                                    ----------------  ----------------  ------------------    ---------------------
<S>                                 <C>                <C>              <C>                   <C>
     Richard K. McClelland                --                --           96,600/269,000              --/--
     Robert P. Capps                      --                --            25,400/81,000              --/--
     Robert Dobrient                      --                --                --/25,000              --/--
     Jeffrey N. MacDowell                 --                --                --/40,000              --/--
     Ray E. Schmitz                       --                --                --/25,000              --/--
     James H. Wicker, III                 --                --             1,400/32,000              --/--
</TABLE>


                                      25
<PAGE>   28

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    Under the securities laws of the United States, the Company's directors and
executive officers, and persons who own more than 10% of the Company's common
stock, are required to report their initial ownership of the Company's common
stock and any subsequent changes in that ownership to the Securities and
Exchange Commission. Specific due dates have been established for these
reports, and the Company is required to disclose in this report any failure to
file by these dates. Based solely upon a review of Forms 3, 4 and 5 furnished
to the Company, the Company believes that all of its directors, officers and
applicable stockholders timely filed these reports.

STOCK PRICE PERFORMANCE

    Set forth below is a line graph indicating the stock price performance of
the Company's common stock for the period beginning August 13, 1996 (the date
of the Company's initial public offering) and ending July 31, 1999 as
contrasted with the AMEX Market Index and the Russell 2000 Stock Index**. The
graph assumes that $100 was invested at the beginning of the period and has
been adjusted for any stock dividends distributed after August 13, 1996. No
cash or stock dividends have been paid during this period.

                      COMPARATIVE CUMULATIVE TOTAL RETURN
                              AMONG DYNAMEX INC.,
                               AMEX MARKET INDEX
                             AND RUSSELL 2000 INDEX


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                           8/13/96        7/31/97        7/31/98       7/31/99
--------------------------------------------------------------------------------
<S>                        <C>            <C>            <C>           <C>
Dynamex Inc.               100.00         85.29          135.29        38.24
Russell 2000 Index         100.00        133.37          136.45       145.05
AMEX Market Index          100.00        118.84          129.72       133.39
</TABLE>





                    ASSUMES $100 INVESTED ON AUGUST 13, 1996
                          ASSUMES DIVIDEND REINVESTED
                        FISCAL YEAR ENDING JULY 31, 1999

----------

**   The Russell 2000 Stock Index represents companies with a market
     capitalization similar to that of the Company. The Company does not
     believe it can reasonably identify a peer group because it believes that
     there is only one public company engaged in lines of business directly
     comparative to those of the Company.



                                      26
<PAGE>   29




ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

BENEFICIAL OWNERSHIP OF COMMON STOCK

    The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of September 16, 1999 for (i) each
person known by the Company to own beneficially more than 5% of the common
stock, (ii) each director, (iii) each Named Executive and (iv) all directors
and executive officers of the Company as a group. Except pursuant to applicable
community property laws and except as otherwise indicated, each stockholder
identified in the table possesses sole voting and investment power with respect
to its or his shares.

<TABLE>
<CAPTION>

                                                                                        SHARES BENEFICIALLY
                                                                                               OWNED
                                                                                        -------------------
              NAME OF BENEFICIAL OWNER                                            NUMBER(1)              PERCENT
      ----------------------------------------                                    ---------              -------
<S>                                                                               <C>                    <C>
      Richard K. McClelland...................                                       96,600                    *
      Kenneth H. Bishop.......................                                       10,422                    *
      Brian J. Hughes(2)......................                                           --                    *
      Wayne Kern..............................                                       13,460                    *
      Jeffrey N. MacDowell....................                                        2,000                    *
      Ray E. Schmitz..........................                                        1,000                    *
      Stephen P. Smiley.......................                                        9,160                    *
      James H. Wicker, III....................                                        1,400                    *

      All directors and executive officers
       as a group.............................                                      134,042                 1.31%
      Other 5% stockholders:
      James M. Hoak, Jr.(3)...................                                    1,406,765                13.90%
      Nathan H. Dardick ......................                                      678,100                 6.64%
         2331 Orrington Avenue
         Evanston, IL  60201
      Safeco FUNDS(4).........................                                      685,000                 6.70%
      Talon Asset Management, Inc.(5).........                                      534,960                 5.30%
         One North Franklin, Suite 450
         Chicago, IL  60606
</TABLE>

----------

    * Indicates less than 1%.

(1) Includes shares issuable upon the exercise of stock options outstanding and
    fully vested as of September 16, 2000.

(2) Excludes 254,000 shares beneficially owned by Guidant Mutual Insurance
    Company, which employs Mr. Hughes as Vice President -- Investments. Mr.
    Hughes disclaims beneficial ownership of such shares.

(3) Mr. Hoak resigned as a Director of the Company in June 1999. Mr. Hoak's
    address is One Galleria Tower, Suite 1050, 13355 Noel Road, Dallas, Texas
    75240. Excludes an aggregate of 38,661 shares owned by Mr. Hoak's wife and
    children, to which shares Mr. Hoak disclaims beneficial ownership. 215,334
    of the shares beneficially owned by Mr. Hoak are owned directly by CCP
    Investment Corporation, a Texas corporation, of which Mr. Hoak is the sole
    owner and director.

(4) Based on information as of January 28, 2000, as reported on Schedule 13G
    filed jointly by SAFECO Common Stock Trust, SAFECO Asset Management Company
    and SAFECO Corporation, of which shares are owned beneficially by
    registered investment companies for which each of SAFECO Common Stock Trust
    at 10865 Willows Road NE, Redmond, WA 98052, SAFECO Asset Management
    Company at 601 Union Street, Suite 2500, Seattle, WA 98101, and SAFECO
    Corporation at SAFECO Plaza, Seattle, WA 98185, serve as advisors.

(5) Talon Asset Management, Inc. is an investment adviser as specified on
    Schedule 13G filing dated March 10, 1999, and reported shares are owned
    beneficially by registered investment companies for which Talon Asset
    Management Inc. serves as investment adviser.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    During the fiscal year ended July 31, 1999, the Company paid $120,000 to a
company affiliated with Kenneth Bishop, a director of the Company, for rent on
certain properties owned by such company. Rent payments for these properties
are $10,000 per month.

    The Company has loaned one of its officers $204,000 in connection with the
exercise of certain stock options at the time of the follow-on public offering.
The principal amount of this loan is due in eight quarterly installments
beginning August 31, 1998, of $25,500 plus accrued interest which accrues on
the aggregate unpaid amount at the prime rate published by the Company's
primary lenders. During 1999, the officer repaid $102,000 of the loan principal
plus accrued interest.



                                      27
<PAGE>   30


                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) (1) Financial Statements

    See Index to Consolidated Financial Statements on page F-1.

(a) (2) Financial Statement Schedules

    All schedules for which provision is made in the applicable accounting
    regulation of the Securities and Exchange Commission are not required under
    the related instructions or are inapplicable and therefore have been
    omitted.

(a) (3) Exhibits

    Reference is made to the Exhibit Index on page E-1 for a list of all
exhibits filed as a part of this report.

(b) Reports on Form 8-K

    Current Report on Form 8-K dated June 17, 1999. (News release dated June
15, 1999 announcing that prior years accounting to be reviewed by Special
Committee of Board of Directors.)

    Current Report on Form 8-K dated September 21, 1999. (News release dated
September 17, 1999 announcing the results of the Special Committee, the
restatement of prior periods and a halt in trading in the Company's common
stock by the American Stock Exchange.)

    Current Report on Form 8-K dated December 30, 1999. (News release
announcing delay in filing Form 10-K for year ended July 31, 1999 and
preliminary first quarter 2000 results.)

    Current Report on Form 8-K dated March 7,2000. (News release announcing the
resignation of Deloitte & Touche LLP as the Company's independent auditors.)

    Current Report on Form 8-K dated April 24, 2000. (News release announcing
the appointment of BDO Seidman, LLP as the Company's independent auditors.)


                                      28
<PAGE>   31

                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) 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.,
A Delaware corporation



By: /s/   Ray E. Schmitz
   --------------------------------------
Ray E. Schmitz Vice-President, Controller
    and Chief Accounting Officer
Dated: June 28, 2000

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below be the following persons of the registrant and in
the capacities indicated on June 28, 2000.


         NAME                                      TITLE
         ----                                      -----


/s/ RICHARD K. McCLELLAND                Chairman of the Board, Chief Executive
-----------------------------            Officer, President and Director
Richard K. McClelland                    (Principal Executive Officer)

/s/ RAY E. SCHMITZ                       Vice President, Controller and Chief
-----------------------------            Accounting Officer
Ray E. Schmitz

/s/ WAYNE KERN                           Director
-----------------------------
Wayne Kern

/s/ STEPHEN P. SMILEY                    Director
-----------------------------
Stephen P. Smiley

/s/ BRIAN J. HUGHES                      Director
-----------------------------
Brian J. Hughes

/s/ KENNETH H. BISHOP                    Director
-----------------------------
Kenneth H. Bishop

                                      29



<PAGE>   32




                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                                                         Page
                                                                                                         ----
<S>                                                                                                      <C>
    DYNAMEX INC.
    Report of Independent Certified Public Accountants                                                   F-2
    Consolidated Balance Sheets, July 31, 1999 and 1998 (restated)                                       F-3
    Consolidated Statements of Operations for the fiscal years ended
        July 31, 1999, 1998 (restated) and 1997 (restated)                                               F-4
    Consolidated Statements of Stockholders' Equity for the fiscal years ended
        July 31, 1999, 1998 (restated) and 1997 (restated)                                               F-5
    Consolidated Statements of Cash Flows for the fiscal years ended
        July 31, 1999, 1998 (restated) and 1997 (restated)                                               F-6
    Notes to the Consolidated Financial Statements                                                       F-7
</TABLE>


                                      F-1
<PAGE>   33

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To the Board of Directors and
Stockholders of Dynamex Inc.

We have audited the accompanying consolidated balance sheets of Dynamex Inc. as
of July 31, 1999 and 1998 and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended July 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Dynamex Inc. as of
July 31, 1999 and 1998 and the results of its operations and its cash flows for
each of the three years in the period ended July 31, 1999 in conformity with
generally accepted accounting principles.

As more fully described in Note 9 to the consolidated financial statements, the
Company is a defendant in two class action lawsuits. Management is unable to
determine the likely outcome of these lawsuits or to reasonably estimate the
amount of loss, if any. Accordingly, the consolidated financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.





/s/ BDO Seidman, LLP
-------------------------
BDO SEIDMAN, LLP


Dallas, Texas
June 28, 2000


                                      F-2
<PAGE>   34

DYNAMEX INC.
CONSOLIDATED BALANCE SHEETS
JULY 31, 1999 AND 1998
(IN THOUSANDS EXCEPT PER SHARE DATA)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                              1999           1998
                                                                            ---------      ---------
                                                                                           (restated)
<S>                                                                         <C>            <C>
ASSETS
CURRENT
  Cash and cash equivalents                                                 $   2,933      $   1,361
  Accounts receivable (net of allowance for doubtful accounts of $1,320
     and $967, respectively)                                                   25,945         26,636
  Prepaid and other current assets                                              2,488          4,815
  Deferred income taxes                                                         2,148          1,113
                                                                            ---------      ---------
          Total current assets                                                 33,514         33,925
PROPERTY AND EQUIPMENT - net                                                    9,308          8,414
INTANGIBLES - net                                                              82,860         77,710
DEFERRED INCOME TAXES                                                           2,899          1,110
OTHER ASSETS                                                                    1,841          1,610
                                                                            ---------      ---------
          Total assets                                                      $ 130,422      $ 122,769
                                                                            =========      =========

LIABILITIES
CURRENT
  Accounts payable                                                          $   6,349      $   3,144
  Accrued liabilities                                                          15,292         14,602
  Income taxes payable                                                            117             --
  Current portion of long-term debt                                               427            777
                                                                            ---------      ---------
          Total current liabilities                                            22,185         18,523
LONG-TERM DEBT                                                                 46,690         36,287
                                                                            ---------      ---------
          Total liabilities                                                    68,875         54,810
                                                                            =========      =========
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; 10,207 and
     10,069 shares outstanding, respectively                                      102            101
  Additional paid-in capital                                                   72,759         72,307
  Retained deficit                                                            (10,202)        (3,526)
  Receivable from stockholder                                                    (102)          (204)
  Accumulated other comprehensive loss:
     Cumulative translation adjustment                                         (1,010)          (719)
                                                                            ---------      ---------
          Total stockholders' equity                                           61,547         67,959
                                                                            =========      =========
          Total liabilities and stockholders' equity                        $ 130,422      $ 122,769
                                                                            =========      =========
</TABLE>




        See accompanying notes to the consolidated financial statements.



                                      F-3
<PAGE>   35

DYNAMEX INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JULY 31, 1999, 1998 AND 1997
(IN THOUSANDS EXCEPT PER SHARE DATA)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                     1999           1998           1997
                                                                                   ---------      ---------      ---------
                                                                                                  (restated)     (restated)
<S>                                                                                <C>            <C>            <C>
SALES                                                                              $ 239,631      $ 208,019      $ 132,587
COST OF SALES                                                                        163,156        140,037         88,342
                                                                                   ---------      ---------      ---------
GROSS PROFIT                                                                          76,475         67,982         44,245
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                          66,166         55,866         34,197
DEPRECIATION AND AMORTIZATION (INCLUDING 1999 INTANGIBLE IMPAIRMENT OF $3,971)        13,211          8,770          4,991
(GAIN) LOSS ON DISPOSAL OF PROPERTY AND EQUIPMENT                                        205           (199)           (57)
                                                                                   ---------      ---------      ---------
OPERATING INCOME (LOSS)                                                               (3,107)         3,545          5,114
INTEREST EXPENSE                                                                       4,572          4,228          1,600
                                                                                   ---------      ---------      ---------
INCOME (LOSS) BEFORE TAXES                                                            (7,679)          (683)         3,514
INCOME TAXES                                                                          (1,003)           935          1,825
                                                                                   ---------      ---------      ---------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM                                               (6,676)        (1,618)         1,689
EXTRAORDINARY LOSS ON EARLY RETIREMENT OF DEBT (net of
  income tax benefit of $222)                                                             --             --           (335)
                                                                                   ---------      ---------      ---------
NET INCOME (LOSS)                                                                  $  (6,676)     $  (1,618)     $   1,354
                                                                                   ---------      ---------      ---------
Earnings (loss) per common share - basic:
  Income (loss) before extraordinary item                                          $   (0.66)     $   (0.20)     $    0.25
  Extraordinary loss                                                                      --             --          (0.05)
                                                                                   ---------      ---------      ---------
  Net income (loss)                                                                $   (0.66)     $   (0.20)     $    0.20
                                                                                   ---------      ---------      ---------
Earnings (loss) per common share - diluted
  Income (loss) before extraordinary item                                          $   (0.66)     $   (0.20)     $    0.25
  Extraordinary loss                                                                      --             --          (0.05)
                                                                                   ---------      ---------      ---------
  Net income (loss)                                                                $   (0.66)     $   (0.20)     $    0.20
                                                                                   ---------      ---------      ---------
Weighted average shares:
  Common shares outstanding                                                           10,099          7,937          6,670
  Adjusted common shares - assuming exercise of stock warrants
     and options                                                                      10,099          7,937          6,839
                                                                                   ---------      ---------      ---------
</TABLE>




        See accompanying notes to the consolidated financial statements


                                      F-4
<PAGE>   36

DYNAMEX INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED JULY 31, 1999, 1998 AND 1997
(IN THOUSANDS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                                               ACCUMULATED
                                                                    RECEIVABLE           ADDITIONAL              OTHER
                                                                      FROM                PAID-IN   RETAINED COMPREHENSIVE
                                                   COMMON STOCK    STOCKHOLDER WARRANTS   CAPITAL   (DEFICIT) INCOME (LOSS)  TOTAL
                                                ------------------ ----------- --------   --------   -------- ------------ --------
                                                 SHARES   AMOUNT
                                                --------  --------
<S>                                             <C>       <C>       <C>        <C>        <C>        <C>        <C>        <C>
BALANCE AT JULY 31, 1996                           2,543  $     25  $     --   $    624   $  8,756   $ (3,262)  $     15   $  6,158
  Sale of common stock in connection with IPO      2,990        30        --         --     20,946         --         --     20,976
  Issuance of common stock in connection
    with IPO acquisitions                            174         2        --         --      1,386         --         --      1,388
  Issuance of common stock on exercise of stock
    warrants                                         540         5        --       (624)       633         --         --         14
  Issuance of common stock in connection with
    acquisitions                                   1,091        11        --         --      9,246         --         --      9,257
  Unrealized foreign currency translation
    adjustment                                        --        --        --         --         --         --       (199)      (199)
  Net income                                          --        --        --         --         --      1,354         --      1,354
                                                --------  --------  --------   --------   --------   --------   --------   --------
BALANCE AT JULY 31, 1997 (restated)                7,338        73        --         --     40,967     (1,908)      (184)    38,948
  Sale of common stock in connection with
    follow-on offering                             2,500        25        --         --     29,780         --         --     29,805
  Issuance of common stock in connection with
    acquisitions                                     114         1        --         --      1,133         --         --      1,134
  Issuance of common stock on exercise of stock
    options                                          117         2      (204)        --        427         --         --        225
  Unrealized foreign currency translation
    adjustment                                        --        --        --         --         --         --       (535)      (535)
  Net loss                                            --        --        --         --         --     (1,618)        --     (1,618)
                                                --------  --------  --------   --------   --------   --------   --------   --------
BALANCE AT JULY 31, 1998 (restated)               10,069       101      (204)        --     72,307     (3,526)      (719)    67,959
  Issuance of common stock in connection with
    acquisitions                                     120         1        --         --        394         --         --        395
  Issuance of common stock on exercise of stock
    options                                           18        --        --         --         58         --         --         58
  Payments by shareholder                             --        --       102         --         --         --         --        102
  Unrealized foreign currency translation
    adjustment                                        --        --        --         --         --         --       (291)      (291)
  Net loss                                            --        --        --         --         --     (6,676)        --     (6,676)
                                                --------  --------  --------   --------   --------   --------   --------   --------
BALANCE AT JULY 31, 1999                          10,207  $    102  $   (102)  $     --   $ 72,759   $(10,202)  $ (1,010)  $ 61,547
                                                ========  ========  ========   ========   ========   ========   ========   ========
</TABLE>

        See accompanying notes to the consolidated financial statements


                                      F-5
<PAGE>   37

DYNAMEX INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JULY 31, 1999, 1998 AND 1997
(IN THOUSANDS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                           1999          1998          1997
                                                                         --------      --------      --------
                                                                                      (restated)   (restated)
<S>                                                                      <C>           <C>           <C>
OPERATING ACTIVITIES
  Net income (loss)                                                      $ (6,676)     $ (1,618)     $  1,354
  Adjustments to reconcile net income (loss) to
     net cash provided by operating activities:
       Depreciation and amortization                                        3,067         3,133         1,730
       Amortization and write-down of goodwill and other intangibles       10,144         5,637         3,261
       Provision for losses on accounts receivable                          2,109           632           559
       Extraordinary loss on early retirement of debt                          --            --           557
       Deferred income taxes                                               (2,824)       (1,416)         (807)
       (Gain) loss on disposal of property and equipment                      205          (199)          (57)
  Changes in assets and liabilities:
     Accounts receivable                                                   (1,330)         (613)       (5,133)
     Prepaids and other current assets                                      2,329        (1,655)       (1,387)
     Accounts payable and accrued liabilities                               1,993         1,460         2,450
                                                                         --------      --------      --------
  Net cash provided by operating activities                                 9,017         5,361         2,527
                                                                         --------      --------      --------
INVESTING ACTIVITIES
  Payments for acquisitions                                               (14,055)      (35,925)      (31,321)
  Purchase of property and equipment                                       (3,432)       (3,820)       (2,228)
  Net proceeds from disposal of property and equipment                        283           745            97
                                                                         --------      --------      --------
  Net cash used in investing activities                                   (17,204)      (39,000)      (33,452)
                                                                         --------      --------      --------
FINANCING ACTIVITIES
  Principal payments on long-term debt                                       (627)         (740)       (8,039)
  Net borrowings under line of credit                                      10,680         4,163            --
  Proceeds from issuance of long-term debt                                     --            55        18,160
  Proceeds from shareholder receivable                                        102            --            --
  Net proceeds from sale of common stock                                       58        30,030        20,990
  Other assets and deferred financing fees                                   (234)          702          (540)
                                                                         --------      --------      --------
  Net cash provided by financing activities                                 9,979        34,210        30,571
                                                                         --------      --------      --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                      (220)         (536)          786
                                                                         --------      --------      --------
NET INCREASE IN CASH                                                        1,572            35           432
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                1,361         1,326           894
                                                                         --------      --------      --------
CASH AND CASH EQUIVALENTS, END OF YEAR                                   $  2,933      $  1,361      $  1,326
                                                                         --------      --------      --------
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
  Cash paid for interest                                                 $  3,952      $  3,557      $  1,261
  Cash paid for taxes                                                       2,436         5,773           500
                                                                         --------      --------      --------
SUPPLEMENTAL SCHEDULE OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES
     Assets acquired, liabilities assumed and consideration paid for
      acquisitions were as follows:
          Fair value of net assets acquired                              $ 14,450      $ 37,059      $ 42,666
          Issuance of notes payable                                            --            --          (700)
          Issuance of common stock                                           (395)       (1,134)      (10,645)
                                                                         --------      --------      --------
                                                                         $ 14,055      $ 35,925      $ 31,321
                                                                         --------      --------      --------
</TABLE>

        See accompanying notes to the consolidated financial statements

                                      F-6
<PAGE>   38

DYNAMEX INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------


1.  BASIS OF PRESENTATION

    Dynamex Inc. (the "Company" or "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 and
    distribution and (iii) fleet management.

    During its review of the fiscal third quarter financial statements ending
    April 30, 1999, the Company discovered unsupportable accounting entries.
    The unsupportable accounting entries related to the timing of the sale of
    an asset and the reduction in accruals for workers' compensation and bad
    debts. On June 14, 1999, the Audit Committee of the Company's Board of
    Directors formed a Special Committee of outside directors to review the
    matter further. The Special Committee engaged the law firm of Weil, Gotshal
    & Manges LLP ("Weil, Gotshal") to assist in connection with the review.
    Weil, Gotshal engaged Deloitte & Touche LLP to assist in connection with
    the review.

    On September 17, 1999, the Special Committee of the Board of Directors
    announced the results of its review. The Special Committee recommended to
    the Board of Directors, among other things, and the Board of Directors
    concurred, that the reported financial results for fiscal years 1997 and
    1998 and the first three quarters of fiscal year 1999 be adjusted and
    restated. The adjustments resulted from the improper application of
    generally accepted accounting principles to purchase accounting, the
    improper deferral of expenses, the unsupported accounting entries and the
    recognition of revenues prior to services being rendered or before all
    contingencies were resolved. (See Note 3 of the Notes to the Consolidated
    Financial Statements)

    As a result of additional analysis and review during the re-audit, certain
    additional adjustments were identified that impacted the financial
    statements for the years ended July 31, 1999, 1998 and 1997. These
    adjustments related primarily to the reduction in the carrying value of
    intangibles, an additional bad debt accrual, a valuation reserve related to
    federal net operating losses in the U.S., a reduction in the value of fixed
    assets and an additional accounts payable accrual.

    The results for the year ended July 31, 1999 include non-recurring and
    unusual charges and adjustments. Selling, general and administrative
    expenses include $2.5 million of costs related to the Special Committee
    process and non-recurring audit fees, $1.4 million for the write-off of
    expenses associated with the failed Q International and other acquisitions,
    and $0.7 million for severance and other restructuring costs. In addition,
    the Company reduced the carrying value of goodwill and covenants
    not-to-compete for its Dallas, Texas and Hartford, Connecticut operations
    in the fourth quarter of 1999 by some $4 million. The Company also provided
    a 100% valuation allowance of approximately $930,000 for federal net
    operating losses incurred in 1999 compared to $1,146,000 for federal net
    operating losses incurred in 1998.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Principles of consolidation - The consolidated financial statements
    include the accounts of Dynamex Inc. and its wholly-owned subsidiaries. All
    significant inter-company accounts and transactions have been eliminated.
    All dollar amounts in the financial statements and notes to the financial
    statements are stated in thousands of dollars unless otherwise indicated.

    The operating subsidiaries of the Company, with country of incorporation,
    are as follows:

        o   Dynamex Operations East Inc. (U.S.)

        o   Dynamex Operations West Inc. (U.S.)

        o   Dynamex Dedicated Fleet Services, Inc. (U.S.)

        o   Dynamex Canada Inc (Canada)

        o   Alpine Enterprises Ltd. (Canada)

        o   Roadrunner Transportation, Inc. (U.S.)

        o   New York Document Exchange Corp. (U.S.)

        o   Cannonball, Inc. (U.S.)

        o   USC Management Systems, Inc. (U.S.)

    Use of estimates - The preparation of financial statements in conformity
    with generally accepted accounting principles requires management to make
    estimates and assumptions that affect the reported amounts of assets and
    liabilities, the


                                      F-7
<PAGE>   39

    disclosure of contingent assets and liabilities at the balance sheet dates
    and the reported amounts of revenues and expenses. Actual results may
    differ from such estimates. The Company reviews all significant estimates
    affecting the financial statements on a recurring basis and records the
    effect of any necessary adjustments prior to their issuance.

    Property and equipment - are carried at cost less accumulated depreciation
    and amortization. Depreciation is provided using the straight-line method
    over the estimated useful lives of the related assets for financial
    reporting purposes and principally on accelerated methods for tax purposes.
    Leasehold improvements are depreciated using the straight-line method over
    their estimated useful lives or the lease term, whichever is shorter.
    Ordinary maintenance and repairs are charged to operations. Expenditures
    that extend the physical or economic life of property and equipment are
    capitalized. The estimated useful lives of property and equipment are as
    follows:
<TABLE>

<S>                                                      <C>
                  Leasehold Improvements                  5 years
                  Equipment                               3-7 years
                  Furniture                               5 years
                  Vehicles                                7-12 years
                  Other                                   4 years
</TABLE>

    Business and credit concentrations - Financial instruments that potentially
    subject the Company to concentrations of credit risk consist principally of
    temporary cash investments and trade receivables. The Company places its
    temporary cash investments with high-credit, quality financial
    institutions. The Company's customers are not concentrated in any specific
    geographic region or industry. No single customer accounted for a
    significant amount of the Company's sales and there were no significant
    accounts receivable from a single customer. The Company establishes an
    allowance for doubtful accounts based upon factors surrounding the credit
    risk of specific customers, historical trends and other information.

    Intangibles arise from acquisitions accounted for as purchased business
    combinations and include goodwill, covenants not-to-compete and other
    identifiable intangibles. Goodwill represents the excess purchase price
    over all tangible and identifiable intangible net assets acquired.
    Intangible assets are being amortized over periods ranging from 3 to 25
    years. On a periodic basis or as business conditions change, the Company
    compares the carrying value of intangible assets to estimated future
    undiscounted net cash flows from the acquired businesses. Should the net
    book value of the intangible asset exceed future net cash flows, the
    carrying value of the intangible asset is adjusted to equal the value of
    discounted future net revenues. In the fourth quarter 1999, the Company
    adjusted the carrying value of intangible assets associated with its Dallas
    and Hartford operations by $3,971 with a corresponding charge to
    amortization expense. Total amortization expense was $10,144, $5,637 and
    $3,261 for the years ended July 31, 1999, 1998 and 1997, respectively.

    Revenue recognition - Revenue and direct expenses are recognized when
    services are rendered to customers.

    Cash and cash equivalents - The Company considers all highly liquid
    investments with an original maturity of three months or less to be cash
    equivalents.

    Financial instruments - Carrying values of cash and cash equivalents,
    accounts receivable, accounts payable and current portion of long-term debt
    approximate fair value due to the short-term maturities of these assets and
    liabilities. Long-term debt consists primarily of variable rate borrowings
    under the bank credit agreement. The carrying value of these borrowings
    approximates fair value.

    The Company utilizes derivative financial instruments, including interest
    rate swaps and caps, to reduce interest rate fluctuation risk. Amounts paid
    or received by the Company under these agreements are recorded as an
    adjustment to interest expense, as realized, or over the term of the
    related instrument, as appropriate. Fair value of these instruments is
    determined based on estimated settlement costs using current interest
    rates. The Company does not hold or issue derivative financial instruments
    for speculative or trading purposes. In the event that a derivative
    financial instrument were terminated prior to its contractual maturity, it
    is the Company's policy to recognize the resulting gain or loss over the
    shorter of the remaining original contract life of the derivative financial
    instrument or the remaining term of the underlying hedged debt agreement.

    Financing Costs - During the fiscal years ended July 31, 1999 and 1998, the
    Company incurred $325 and $919, respectively of costs incurred in
    connection with debt financings (See Note 8). These costs are being
    amortized over the terms of the respective financings and are included in
    interest expense. The amounts of amortization and the write-off of previous
    deferred financing costs were $730 in 1999 and $675 in 1998.

    Income taxes - Income taxes are provided for the tax effects of
    transactions reported in the financial statements and consist of taxes
    currently due plus deferred taxes related primarily to differences between
    the basis of assets and liabilities for


                                      F-8
<PAGE>   40

    financial and income tax reporting. The net deferred tax assets and
    liabilities represent the future tax return consequences of those
    differences, which will either be taxable or deductible when the assets and
    liabilities are recovered or settled.

    Stock-based compensation - Statement of Financial Accounting Standards No.
    123, "Accounting for Stock Based Compensation," (SFAS 123) encourages but
    does not require companies to record compensation cost for stock based
    employee compensation plans at fair value. In accordance with SFAS 123, the
    Company has elected to continue to account for stock based compensation
    using the intrinsic value method prescribed in Accounting Principles Board
    Opinion No. 25, "Accounting for Stock Issued to Employees," and related
    Interpretations. Accordingly, compensation cost for stock options is
    measured as the excess, if any, of the quoted market price of the Company's
    stock at the date of the grant over the amount an employee must pay to
    acquire the stock. (See Note 13 of Notes to the Consolidated Financial
    Statements)

    Earnings (loss) per share - Basic net income (loss) per common share is
    based on the weighted average number of common shares outstanding during
    the period. Diluted net income is based on the weighted average common
    shares outstanding and all dilutive potential common shares outstanding
    during the period. Diluted earnings per share reflect the potential
    dilution that could occur if outstanding stock options and warrants were
    exercised, that would then share in the earnings of the Company.
    Outstanding stock options and warrants issued by the Company represent the
    only dilutive effect reflected in diluted weighted average shares.

    Foreign currency translation -Assets and liabilities in foreign currencies
    are translated into U.S. dollars at the rates in effect at the balance
    sheet date. Revenues and expenses are translated at average rates for the
    year. The net exchange differences resulting from these translations are
    recorded in stockholders' equity. Where amounts denominated in a foreign
    currency are converted into dollars by remittance or repayment, the
    realized exchange differences are included in operations.

    New accounting pronouncements - In July 1998, the Financial Accounting
    Standards Board (FASB) issued SFAS No. 133 "Accounting for Derivative
    Instruments and Hedging Activities", which establishes accounting and
    reporting standards for derivative instruments and hedging activities. It
    requires that an entity recognize all derivatives as either assets or
    liabilities in the balance sheet and measure those instruments at fair
    value. Management does not believe this will have a material effect on
    operations. Implementation of this standard has recently been delayed by
    the FASB for a 12-month period through the issuance of SFAS No. 137,
    "Accounting for Derivative Instruments and Hedging Activities - Deferral of
    the Effective Date of FASB Statement No. 133".

    Comprehensive Income (Loss) - Comprehensive income (loss) consists of net
    income and unrealized gains and losses on foreign currency translation.
    Balance sheet accounts of foreign operations are translated using the
    yearend exchange rate, and income statement accounts are translated on a
    monthly basis using the average exchange rate for the period. Unrealized
    gains and losses on foreign currency translation adjustments are recorded
    in shareholders' equity as other comprehensive income. At July 31, 1999,
    1998 and 1997, the company recorded comprehensive income (loss) from
    foreign currency translation as follows:

<TABLE>
<CAPTION>

                                                                                        JULY 31,
                                                                     -------------------------------------------
                                                                        1999           1998           1997
                                                                     ---------      ---------      -------
                                                                                    (RESTATED)     (RESTATED)
<S>                                                                  <C>            <C>            <C>
              Net income (loss)                                      $ (6,676)      $  (1,618)     $   1,354
              Change in comprehensive income (loss)                      (291)           (535)     $    (199)
                                                                     --------       ---------      ---------
              Comprehensive income (loss)                            $ (6,967)      $  (2,153)     $   1,155
                                                                     --------       ---------      ---------
</TABLE>

3.  RESTATEMENT

    During its review of the fiscal third quarter financial statements ending
    April 30, 1999, the Company discovered unsupportable accounting entries
    made in the prior year period. The unsupportable accounting entries related
    to the timing of the sale of an asset and the reduction in accruals for
    workers' compensation and bad debts. On June 14, 1999, the Audit Committee
    of the Company's Board of Directors formed a Special Committee of outside
    directors to review the matter further.

    On September 17, 1999, the Special Committee of the Board of Directors
    announced the results of its review. The Special Committee recommended to
    the Board of Directors, among other things, that the reported financial
    results for fiscal years 1998 and 1997 and the first three quarters of
    fiscal year 1999 be adjusted and restated. The adjustments resulted from
    the improper application of generally accepted accounting principles to
    purchase accounting, the improper deferral of expenses, the unsupported
    accounting entries and the recognition of revenues prior to services being
    rendered or before all contingencies were resolved.


                                      F-9
<PAGE>   41

    As a result of additional analysis and review during the re-audit process,
    certain additional adjustments were identified that impacted the financial
    statements for the years ended July 31, 1999, 1998 and 1997. These
    adjustments related primarily to the reduction in the carrying value of
    intangibles, an additional bad debt accrual, a valuation reserve related to
    federal net operating losses in the U.S., a reduction in the value of fixed
    assets and an additional accounts payable accrual.

    A summary of the effect of the restatement on the consolidated balance
    sheets at July 31, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>

                                                               1998                         1997
                                                     -------------------------   --------------------------
                                                     As Previously      As       As Previously      As
                                                       Reported      Restated       Reported      Restated
                                                     -------------   --------    -------------    --------

<S>                                                    <C>           <C>           <C>           <C>
Accounts receivable - net                              $ 27,171      $ 26,636      $ 20,867      $ 20,750
Prepaid and other current assets                          5,932         4,815         3,301         2,724
Property and equipment                                    9,890         8,414         5,787         6,419
Intangibles                                              81,955        77,710        54,036        51,204
Deferred income taxes                                       670         2,223           405           807
Other assets                                                687         1,610         1,832         2,267
Accounts payable                                          2,813         3,144         1,759         1,759
Accrued liabilities                                      13,735        14,602         9,196         8,694
Retained earnings (deficit)                               3,628        (3,526)          250        (1,908)
Unrealized foreign currency translation adjustment     $   (890)         (719)         (190)         (184)
</TABLE>


    A summary of the effect of the restatement on the consolidated statement of
    operations for the years ended July 31, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>

                                                              1998                           1997
                                                    -------------------------    ---------------------------
                                                     As Previously     As        As Previously       As
                                                       Reported      Restated      Reported       Restated
                                                     -------------   --------    -------------    --------
<S>                                                   <C>           <C>            <C>           <C>
Sales                                                 $ 207,746     $ 208,019      $ 131,867     $ 132,587
Cost of Sales                                           139,317       140,037         87,193        88,342
Selling, general and administrative expenses             51,997        55,866         33,318        34,196
(Gain) loss on disposal of property and equipment            --          (199)            --           (57)
Depreciation and amortization                             6,679         8,770          3,424         4,991
Operating income                                          9,753         3,545          7,932         5,114
Interest expense                                          4,223         4,228          1,600         1,600
Net income (loss) before taxes                            5,530          (683)         6,332         3,514
Income tax expense                                        2,152           935          2,485         1,825
Net income (loss)                                         3,378        (1,618)         3,847         1,354
</TABLE>


4.   ACQUISITIONS

    During the fiscal year ended July 31, 1999, the Company acquired two
    same-day delivery businesses in two U.S. cities for approximately $1.8
    million in cash.

    During the fiscal year ended July 31, 1998, the Company acquired nine
    same-day delivery businesses in eight U.S. cities and one Canadian city for
    approximately $36 million in cash and the issuance of approximately 114,000
    shares of common stock valued at $1.1 million at the date of issuance.

    During the fiscal year ended July 31, 1997, the Company acquired 16 same
    day delivery businesses in eight U.S. cities and four Canadian cities for
    approximately $31 million in cash, the issuance by the Company of
    approximately $700 in promissory notes and the issuance of approximately
    1.3 million shares of common stock valued at $11 million at the date of
    issuance.

    In connection with certain acquisitions, the Company agreed to pay the
    sellers additional consideration if the acquired operations meet certain
    performance goals. The estimated maximum amount of additional consideration
    payable at July 31,


                                     F-10
<PAGE>   42

    1999, if all performance goals are met, is approximately $6 million, all of
    which is payable in cash. These payments of additional consideration, if
    required, are to be made on specified dates through October 2000, and
    generally commence at the end of the twelve-month period following the
    completion of the relevant acquisition.

    Each of these acquisitions has been accounted for using the purchase method
    of accounting and the results of operations of these companies have been
    included in these financial statements from the date of acquisition. The
    aggregate acquisition cost was allocated to the net assets of the companies
    acquired based upon their respective fair market values, with the excess
    recorded as goodwill. The following unaudited pro forma combined results of
    operations for the years ended July 31, 1999, 1998 and 1997, are presented
    as if the acquisitions had occurred as of August 1, 1996.

<TABLE>
<CAPTION>

                                                       YEARS ENDED JULY 31,
                                              ---------------------------------------
                                                1999           1998           1997
                                              ---------      ---------      ---------
                                              PRO FORMA      PRO FORMA      PRO FORMA
                                              ---------      ---------      ---------
                                                            (UNAUDITED)
                                                             (restated)      (restated)

<S>                                           <C>            <C>            <C>
Sales                                         $ 239,835      $ 233,312      $ 195,964
                                              ---------      ---------      ---------
Income (loss) before extraordinary item       $  (6,669)     $    (294)     $   2,429
                                              ---------      ---------      ---------
Net income (loss)                             $  (6,669)     $    (294)     $   2,094
                                              ---------      ---------      ---------
Per share -- assuming dilution:
  Income (loss) before extraordinary item     $   (0.66)     $   (0.04)     $    0.36
  Net income (loss)                           $   (0.66)     $   (0.04)     $    0.31
</TABLE>

    The unaudited pro forma results of operations are not necessarily
    indicative of what the actual results of operations of the Company would
    have been had the acquisition occurred at the beginning of the periods
    presented, nor do they purport to be indicative of the future results of
    operations of the Company.

    The Company has recorded the fair value of net assets acquired as shown
below:

<TABLE>
<CAPTION>

                                          JULY 31,
                           ------------------------------------
                             1999          1998          1997
                           --------      --------      --------
                                       (restated)     (restated)

<S>                        <C>           <C>           <C>
Accounts receivable        $     88      $  5,905      $  5,035
Property and equipment           23         1,708         4,037
Other assets                      2           481           900
Intangibles                  14,427        32,288        37,831
Liabilities assumed             (90)       (3,323)       (5,137)
                           --------      --------      --------
Net assets acquired        $ 14,450      $ 37,059      $ 42,666
                           ========      ========      ========
</TABLE>

Consideration for these transactions consisted of the following:

<TABLE>
<CAPTION>

                                                JULY 31,
                                    -------------------------------
                                     1999        1998        1997
                                    -------     -------     -------
                                              (restated)  (restated)

<S>                                 <C>         <C>         <C>
Cash paid, net of cash acquired     $14,055     $35,925     $31,321
Issuance of notes payable                --          --         700
Issuance of common stock                395       1,134      10,645
                                    -------     -------     -------
Total consideration                 $14,450     $37,059     $42,666
                                    =======     =======     =======
</TABLE>

5.  SALE OF ASSETS

    In July 1998 the Company sold its Canadian Strategic Stocking business for
    cash of approximately $670 and a note in the amount of $234. The note was
    payable in installments of $134 on January 31, 1999 and $100 on July 31,
    1999. An additional amount of $436 is contingently payable from 10% of the
    annual revenues in excess of a specified base level over a five-year period
    from the date the business sold. The Company earned and was paid
    approximately $172 of the contingent payable in the year ended July 31,
    1999. In connection with the sale, the Company entered into a services
    agreement with the purchaser whereby the Company will provide
    transportation, warehouse and inventory management and related services
    over a five year period. In addition the Company has agreed to reimburse
    the purchaser, during the term of the services agreement, for certain
    promotional and employee-related compensation related to the business and
    the services provided by the Company. These costs are estimated to amount
    to approximately $130 annually. The cash and non-contingent portion of the
    note in excess of the basis of the net assets of the Canadian Strategic
    Stocking business, received


                                     F-11
<PAGE>   43

    upon closing the transaction which amounts to approximately $900, has been
    deferred and is included in accrued liabilities at July 31, 1998. This
    deferred revenue will be recognized over future periods as services are
    provided under the services agreement. During the fiscal year ended July
    31, 1999, the Company recognized $485 of the deferred gain.

6.  INTANGIBLES

    Intangibles from the Company's various acquisitions consist of the
following:

<TABLE>
<CAPTION>

                                                   JULY 31,
                                            ----------------------
                                              1999          1998
                                            --------      --------
                                                         (restated)

<S>                                         <C>           <C>
Goodwill                                    $ 88,105      $ 77,997
Trademarks and covenants not-to-compete       10,074         9,668
                                            --------      --------
                                              98,179        87,665
Less accumulated amortization                (15,319)       (9,955)
                                            --------      --------
Intangibles -- net                          $ 82,860      $ 77,710
                                            ========      ========
</TABLE>

7.  PROPERTY AND EQUIPMENT

    Property and equipment consists of the following:

<TABLE>
<CAPTION>

                                        JULY 31,
                                 ----------------------
                                   1999          1998
                                 --------      --------
                                              (restated)

<S>                              <C>           <C>
Equipment                        $ 15,304      $ 14,073
Furniture                           1,575         1,386
Vehicles                            1,599         1,742
Leasehold improvements              2,205         1,891
Other                                 980           702
                                 --------      --------
                                   21,663        19,794
Less accumulated deprecation      (12,355)      (11,380)
                                 --------      --------
Property and equipment-- net     $  9,308      $  8,414
                                 ========      ========
</TABLE>

8.  LONG-TERM DEBT

    Long-term debt consists of the following:

<TABLE>
<CAPTION>

                                                JULY 31,
                                         ----------------------
                                           1999          1998
                                         --------      --------
                                                      (restated)

<S>                                      <C>           <C>
Bank credit agreement (a)                $ 46,200      $ 35,520
Seller financing notes and other (b)          271           455
Capital lease obligations (Note 9)            646         1,089
                                         --------      --------
                                           47,117        37,064
Less current portion                         (427)         (777)
                                         --------      --------
Long-term debt                           $ 46,690      $ 36,287
                                         ========      ========
</TABLE>

    a)  Bank Credit Agreement

    As a result of the restatement, the Company was denied access to the
    line-of-credit starting on September 16, 1999, the banks notified the
    Company on November 9, 1999 that it was in default under the terms of the
    bank credit agreement and the banks began charging the Company the default
    rate of interest of prime plus 2.50% on March 20, 2000. On June 28, 2000,
    the Company amended its bank credit agreement. Under the terms of the
    amended agreement, all prior covenant violations were waived and the
    Company may borrow up to $51.7 million, the amount currently outstanding
    (formerly $65 million) on a revolving basis through July 31, 2001, at which
    time any amounts outstanding under the facility are due. Interest on
    outstanding borrowings is payable monthly at the bank's prime rate plus
    2.00%. In addition, the Company is required to pay a commitment fee of
    0.375% for any unused amounts of the total commitment

    Effective as of January 31, 1999, the Company completed the second
    amendment to the Second Amended and Restated Credit Agreement. Under the
    terms of the second amendment, the Company could borrow up to $65 million
    on a revolving basis through May 1, 2001, at which time any amounts
    outstanding under the facility are due. Interest on outstanding

                                     F-12
<PAGE>   44

    borrowings was payable quarterly at prime plus .50% or various other
    interest rate elections based on LIBOR plus an applicable margin. The
    applicable margins ranged from 1.50% to 3.25% and were based on the ratio
    of the Company's funded debt to cash flow, both as defined in the
    agreement. In addition, the Company was required to pay a commitment fee of
    0.25% of any unused amounts of the total commitment. At July 31, 1999 the
    weighted average interest rate for the then outstanding borrowings under
    the credit agreement was 8.38%.

    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 to obtain the consent of
    the lender for additional acquisitions in certain instances.

    The Company has entered into interest rate protection agreements on a
    portion of the borrowings under the revolving credit facility. Through an
    interest rate swap, the interest rate on $15 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
    million of outstanding debt. Both of these hedging agreements have
    three-year terms and expire on August 31, 2000. The total cost of these
    agreements was approximately $65 and is being amortized to interest expense
    over the term of the agreements. The counter party to these agreements is a
    major financial institution with which the Company also has other financial
    relationships. The Company believes that the risk of loss due to
    nonperformance by the counter party to these agreements is remote and, in
    any event, the amount of such loss would be immaterial to the Company's
    results of operations.

    At July 31, 1999, the Company had unpaid settlements of approximately $29
    related to the interest rate swap. The fair value of this agreement at July
    31, 1999 and 1998 was a liability of approximately $64 and $170,
    respectively.

    b)  Seller Financing Notes and Other

    In connection with various acquisitions (see Note 4) the Company issued
    various notes to the sellers of those businesses. These notes bear interest
    at varying rates based primarily on the prime interest rate.

    Scheduled principal payments in each of the next five years and thereafter
    on long-term debt and capital lease obligations are as follows:

<TABLE>
<S>                                      <C>
                      2000               $    427
                      2001                 46,521
                      2002                    153
                      2003                     16
                      2004                      -
                 Thereafter                     -
                                         --------
                                         $ 47,117
                                         ========
</TABLE>

9.  COMMITMENTS AND CONTINGENCIES

    COMMITMENTS

    The Company leases certain equipment under properties and non-cancelable
    lease agreements, which expire at various dates.

    At July 31, 1999, minimum annual lease payments for such leases are as
follows:

<TABLE>
<CAPTION>

                                                         CAPITAL   OPERATING
                                                         LEASES     LEASES
                                                        --------   --------
<S>                                                     <C>         <C>
                                            2000        $   309     $  4,431
                                            2001            232        4,171
                                            2002            193        3,386
                                            2003             17        2,563
                                            2004             --        1,683
                                      Thereafter             --        1,506
                                                        -------     --------
                                                            751     $ 17,740
               Less amount representing interest           (105)          --
                                                        -------    ---------
 Net present value of future minimum lease payments     $   646    $  17,740
                                                        =======    =========
</TABLE>

                                     F-13
<PAGE>   45

    Rent expense related to operating leases amounted to approximately $5,756,
    $5,058, and $2,987 for the years ended July 31, 1999, 1998 and 1997,
    respectively.

    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, Richard K. McClelland, the Company's Chief Executive Officer, and
    Robert P. Capps, the Company's former Chief Financial Officer, 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.
    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.

    On June 14, 1999, the Company issued a press release announcing that the
    Audit Committee of the Board of Directors had formed a Special Committee of
    outside directors to review potentially unsupportable accounting entries
    for the third and fourth quarters of fiscal 1998. On September 17, 1999 the
    Company issued a press release announcing that the Special Committee had
    completed its review of the Company's financial reporting and that the
    Company would restate its previously reported financial results for the
    fiscal years 1997 and 1998 and the first three quarters of the fiscal year
    1999.

    On October 14, 1999, pursuant to a stipulation of the parties, plaintiffs
    filed a second amended class action complaint that added allegations
    relating to the information disclosed in the Company's June 14 and
    September 17, 1999 press releases. In addition to the defendants named in
    the original complaint, the Second Amended Class Action Complaint named
    Deloitte & Touche and Deloitte & Touche LLP (the Court subsequently
    dismissed Deloitte & Touche LLP without prejudice pursuant to the
    stipulation of the parties). The Second Amended Class Action Complaint
    alleges that 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 lawsuit alleges violations
    of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections
    10(b) and 20(a) of the 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 September 18, 1997 through and including
    September 17, 1999.

    On December 8, 1999, Dynamex moved to dismiss the complaint in its entirety
    on the grounds that plaintiffs' complaint fails to meet the required
    pleading standards and that the claims are deficient as a matter of law.
    Briefing of the motion was completed on June 1, 2000, and the motion is now
    awaiting disposition. At this date, no class has been certified nor has any
    discovery commenced.

    On April 10, 2000, Reliance Insurance Company filed a notice of action in
    the Superior Court of Justice in Ontario, Canada, seeking a declaratory
    judgment that defendants in the shareholder class action are not entitled
    to reimbursement under the Reliance insurance policy for losses incurred in
    connection with that action. The Reliance policy provides $3 million in
    excess coverage to supplement the $2 million in coverage provided to the
    Company pursuant to the underlying policy issued by American Home Assurance
    Company.

    At this time management is unable to determine the likely outcome of this
    matter or to reasonably estimate the amount of loss with respect to this
    matter.

    The Special Committee of the Board of Directors has kept the Securities and
    Exchange Commission apprised of its inquiry and the restatement process.
    The Company has received an informal request for information from the Staff
    of the Commission for documents concerning the circumstances of the
    proposed restatement of the Company's prior period financial statements.
    The Company has cooperated with the Commission and produced documents
    responsive to its request.


                                     F-14
<PAGE>   46

10. INCOME TAXES

    The United States and Canadian components of income (loss) before income
    taxes from continuing operations are as follows:

<TABLE>
<CAPTION>

                                                            YEARS ENDED JULY 31,
                                                   ------------------------------------------
                                                      1999           1998             1997
                                                   ----------      ----------      ----------
                                                                   (restated)      (restated)

<S>                                                <C>           <C>           <C>
Canada                                             $    3,149      $    3,826      $    3,031
United States                                         (10,828)         (4,509)            484
                                                   ----------      ----------      ----------
                                                   $   (7,679)     $     (683)     $    3,515

The provision for income tax consisted of the following:

Current tax expense:
  Canada                                           $    1,489      $    1,600      $    1,347
  U.S                                                      --              --              --
                                                   ----------      ----------      ----------
          Total current tax expense                $    1,489      $    1,600      $    1,347
                                                   ==========      ==========      ==========
Deferred tax expense (benefit):
  Canada                                           $      107      $      389      $      230
  U.S                                                  (2,599)         (1,054)            248
                                                   ----------      ----------      ----------
          Total deferred tax expense (benefit)     $   (2,492)     $     (665)     $      478
                                                   ==========      ==========      ==========

          Total income tax provision (benefit)     $   (1,003)     $      935      $    1,825
                                                   ==========      ==========      ==========
</TABLE>

    Differences between financial accounting principles and tax laws cause
    differences between the bases of certain assets and liabilities for
    financial reporting purposes and tax purposes. The tax effects of these
    differences, to the extent they are temporary, are recorded as deferred tax
    assets and liabilities under SFAS 109 and consisted of the following
    components (in thousands):

<TABLE>
<CAPTION>

                                                        JULY 31,
                                               --------------------------
                                                  1999            1998
                                               ----------      ----------
                                                               (restated)
<S>                                            <C>             <C>
Deferred tax asset:
  Allowance for doubtful accounts              $      512      $      373
  Fixed assets                                         29              41
  Amortization of intangibles                       1,363           1,074
  Accrued vacation                                    252             167
  Accrued Liabilities & other                       1,374             573
  Write-down of intangible assets                   1,424              --
  Charitable contribution carryover                    10              --
  Foreign tax credit carryforward                     442             442
  State net operating loss carryforwards              768             605
  Federal net operating loss carryforwards          2,261           1,331
                                               ----------      ----------
     Total deferred tax benefits                    8,435           4,606
Less valuation allowance                           (2,703)         (1,773)
                                               ----------      ----------
     Net deferred tax asset                         5,732           2,833
Deferred tax liabilities:
  Fixed assets                                        685             610
                                               ----------      ----------
     Total deferred tax liabilities                   685             610
                                               ----------      ----------
     Net deferred tax asset                    $    5,047      $    2,223

Financial Statements:

  Current deferred tax assets                  $    2,148      $    1,113
                                               ----------      ----------

  Non-current deferred tax assets              $    2,899      $    1,110
                                               ----------      ----------
</TABLE>

    The Company has established valuation allowances in accordance with the
    provisions of SFAS No. 109. The valuation allowances primarily relate to
    U.S. operating losses not currently deductible and foreign tax credits. The
    Company continually reviews the adequacy of the valuation allowances and
    releases the allowances when it is determined that it is more likely than
    not that the benefits will be realized.

    The Company has a federal net operating loss carryforward of $6,152 $3,530
    and $333 for the three years ended July 31, 1999, 1998, and 1997,
    respectively. This carryforward is available to offset future United States
    federal taxable income. The net operating losses expire as follows: $333 in
    the year 2009, $3,197 in the year 2013 and $2,622 in the year 2019.


                                     F-15
<PAGE>   47

    The differences in income tax provided and the amounts determined by
    applying the statutory rate to income before income taxes result from the
    following:

<TABLE>
<CAPTION>

                                                            YEARS ENDED JULY 31,
                                                 ------------------------------------------
                                                    1999            1998            1997
                                                 ----------      ----------      ----------
                                                                  (restated)     (restated)

<S>                                              <C>             <C>             <C>
Income taxes at statutory rate                   $   (2,611)     $     (232)     $    1,195
Effect on taxes resulting from:
     State taxes                                       (541)           (225)             24
     Foreign                                            315             383             333
     Increase in valuation allowance                    930           1,139             133
     Other (including permanent differences)            904            (130)            140
                                                 ----------      ----------      ----------
                                                 $   (1,003)     $      935      $    1,825
                                                 ----------      ----------      ----------
</TABLE>

11. RELATED PARTY TRANSACTIONS

    A firm related to a former member of the Company's board of directors has
    provided investment banking services to the Company. Amounts paid by the
    Company for such services during the years ended July 31, 1999, 1998 and
    1997 amounted to none, $458 and $367, respectively. The Company leases
    facilities from an officer and from a member of the Company's board of
    directors. During the years ended July 31, 1999, 1998 and 1997, the Company
    paid approximately $120, $256 and $178, respectively, in rent to these
    parties in aggregate.

    The Company has loaned to one of its officers $204 in connection with the
    exercise of certain stock options at the time of the follow-on public
    offering. The principal amount of this loan is due in eight quarterly
    installments beginning August 31, 1998, of $26 plus accrued interest which
    accrues on the aggregate unpaid amount at the prime rate published by the
    Company's primary lenders.

12. STOCKHOLDERS' EQUITY

    In May 1998, the Company completed a follow-on offering of 2,500,000 shares
    of common stock. Net proceeds to the Company, after deducting underwriters
    discount and offering costs, amounted to approximately $30 million, all of
    which was used to reduce amounts outstanding under the Credit Facility.

    On August 16, 1996, the Company completed an initial public offering of
    2,600,000 shares of common stock. On September 10, 1996, the underwriters
    exercised their over-allotment option to purchase an additional 390,000
    shares of common stock. Net proceeds to the Company, after deducting
    underwriters discount and offering costs, amounted to approximately $21
    million, all of which was used to reduce outstanding debt and fund certain
    acquisitions.

    On June 3, 1996, the Company restated its certificate of incorporation to
    increase the authorized capital stock to 50,000,000 shares of $0.01 par
    value common stock and to 10,000,000 shares of $0.01 par value preferred
    stock. The Company then effected a common stock split in the form of a
    dividend where it distributed three shares of common stock for every common
    share outstanding. The effect of the dividend was to increase the number of
    common shares outstanding from 635,865 to 2,543,460.

    Rights Agreement

    The Board of Directors of the Company approved a Rights Agreement, which is
    designed to protect stockholders should the Company become the target of
    coercive and unfair takeover tactics. Pursuant to the Rights Agreement, the
    Board of Directors declared a dividend of one preferred stock purchase
    right (a "Right") for each outstanding share of common stock. Each Right
    entitles the registered holder to purchase from the Company one
    one-hundredth of a share of the Series A Preferred Stock, at a price of
    $45.00 per one one-hundredth of a share of Series A Preferred Stock,
    subject to possible adjustment.

13. STOCK OPTION PLAN

    Effective June 5, 1996, the Company's stockholders approved the Amended and
    Restated 1996 Stock Option Plan (the "Option Plan"). The Option Plan has
    been subsequently amended to increase the maximum aggregate amount of
    common stock with respect to which options may be granted to 1,000,000
    shares. The Option Plan provides for the granting of both incentive stock
    options and non-qualified stock options. In addition, the Option Plan
    provides for the granting of restricted


                                     F-16
<PAGE>   48

    stock, which may include, without limitation, restrictions on the right to
    vote such shares and restrictions on the right to receive dividends on such
    shares. The exercise price of all options granted under the Option Plan may
    not be less than the fair market value of the underlying common stock on
    the date of grant option. Generally, the options vest and become
    exercisable ratably over a five-year period, commencing one year after the
    grant date.

    The Company applies APB Opinion No. 25 and related interpretations in
    accounting for its stock options and, accordingly, no compensation cost has
    been recognized for stock options in the financial statements. Had the
    Company determined compensation cost based on the fair value at the grant
    date for its stock options consistent with the method set forth under SFAS
    No. 123, the Company's net earnings would have been reduced to the pro
    forma amounts indicated below:

<TABLE>
<CAPTION>

                                                      YEARS ENDED JULY 31,
                                             ---------------------------------------
                                                1999          1998           1997
                                             ---------      ---------      ---------
                                                           (restated)     (restated)

<S>                                          <C>            <C>            <C>
Net income (in thousands):                   $  (6,676)     $  (1,618)     $   1,354
  As reported                                $  (6,868)     $  (2,219)     $     973
  Pro forma
Earnings per share -- assuming dilution:
  As reported                                $   (0.66)     $   (0.20)     $    0.20
  Pro forma                                  $   (0.68)     $   (0.28)     $    0.14
</TABLE>


    The fair value of each grant is estimated on the date of grant using the
    Black-Scholes option-pricing model with the following weighted-average
    assumptions used for grants in 1999, 1998 and 1997 respectively: dividend
    yield of 0% for all years; expected volatility of 72%, 66% and 64%;
    risk-free interest rate of 5.53%, 5.92%, and 8.35%; and expected lives of
    an average of 10 years for all years. The weighted average fair value of
    options granted during 1999, 1998 and 1997 was $3.91, $8.27 and $8.07,
    respectively.

    Stock option activity during the periods indicated is as follows:

<TABLE>
<CAPTION>

                                                  YEARS ENDED JULY 31,
                                       ------------------------------------------
                                          1999            1998            1997
                                       ----------      ----------      ----------
                                                       (restated)      (restated)
<S>                                    <C>             <C>             <C>
Number of shares under option:
  Outstanding at beginning of year        501,477         471,384         214,384
  Granted                                 374,000         148,000         257,000
  Exercised                               (17,477)       (117,907)             --
  Canceled                               (123,780)             --              --
                                       ----------      ----------      ----------
  Outstanding at end of year              734,220         501,477         471,384
                                       ----------      ----------      ----------
  Exercisable at end of year              177,044         116,800         142,030
                                       ----------      ----------      ----------
Weighted average exercise price:
  Granted                              $    4.828      $   10.164      $    8.000
  Exercised                                 3.235           3.650              --
  Canceled                                  9.706              --              --
  Outstanding at end of year                6.129           7.886           6.263
  Exercisable at end of year                7.124           6.414           4.141
                                       ----------      ----------      ----------
</TABLE>

    The following table summarizes information about stock options outstanding
at July 31, 1999:

<TABLE>
<CAPTION>

                                    WEIGHTED AVERAGE
        NUMBER OF                    REMAINING LIFE            WEIGHTED AVERAGE
         SHARES                        (IN YEARS)               EXERCISE PRICE
    ---------------                -----------------          ----------------
<S>                                <C>                        <C>
        268,500                           9.8                      $  2.250
         79,000                           5.9                      $  4.250
          8,000                           8.1                      $  7.250
        209,000                           7.1                      $  8.000
         15,000                           9.1                      $ 10.000
        104,720                           8.4                      $ 10.375
         50,000                           8.9                      $ 11.875
        -------                           ---                      --------
        734,220                           8.3                      $  6.129
        -------                           ---                      --------
</TABLE>



                                     F-17
<PAGE>   49

    14. SEGMENT INFORMATION

    Dynamex Inc. operates in one reportable business segment, same-day delivery
    services. The Company evaluates the performance of its geographic regions,
    United States and Canada, based upon operating income (loss) before unusual
    and non-recurring items. The following table summarizes selected financial
    information for the United States and Canada for the years ended July 31,
    1999, 1998 and 1997:

<TABLE>
<CAPTION>

                                                              United
                                                              States         Canada         Total
                                                              ------         ------         -----
<S>                                                         <C>            <C>           <C>
1999
Sales                                                       $ 161,515      $  78,116     $ 239,631
Operating income (loss)                                        (7,254)         4,147        (3,107)
Identifiable assets                                           108,724         21,698       130,422
Capital expenditures                                            2,909            523         3,432
Depreciation and amortization                                   2,186            881         3,067
Amortization of intangibles                                     9,635            509        10,144

                                                            (restated)     (restated)     (restated)
1998
Sales                                                         131,901         76,118       208,019
Operating income                                               (1,328)         4,873         3,545
Identifiable assets                                           103,648         19,121       122,769
Capital expenditures                                            3,102            718         3,820
Depreciation and amortization                                   2,323            810         3,133
Amortization of intangibles                                     5,083            554         5,637

                                                            (restated)     (restated)     (restated)
1997
Sales                                                          63,896         68,691       132,587
Operating income                                                1,455          3,660         5,115
Identifiable assets                                            62,797         22,700        85,497
Capital expenditures                                            1,307            921         2,228
Depreciation and amortization                                   1,102            628         1,730
Amortization of intangibles                                     2,769            492         3,261
</TABLE>


                                     F-18
<PAGE>   50

                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>

   EXHIBIT
   NUMBER                                 DESCRIPTION
   -------                                -----------
<S>                  <C>    <C>
     3.1(2)           --    Restated Certificate of Incorporation of Dynamex
                              Inc.
     3.2(3)           --    Bylaws, as amended and restated, of Dynamex Inc.
     4.1(2)           --    Rights Agreement between Dynamex Inc. and Harris
                              Trust and Savings Bank, dated July 5, 1996.
    10.1(4)           --    Amendment No. 2 to Employment Agreement of Richard
                              K. McClelland.
    10.2(3)           --    Dynamex Inc. Amended and Restated 1996 Stock Option
                              Plan.
    10.3(2)           --    Marketing and Transportation Services Agreement,
                              between Purolator Courier Ltd. and Parcelway
                              Courier Systems Canada Ltd., dated November 20,
                              1995.
    10.4(2)           --    Form of Indemnity Agreements with Executive Officers
                              and Directors.
    10.5(3)           --    Second Amended and Restated Credit Agreement by and
                              among the Company and NationsBank of Texas, N.A.,
                              as agent for the lenders named therein, dated
                              August 26, 1997.
    10.6(5)           --    First Amendment to Second Amended and Restated
                              Credit Agreement by and among the Company and
                              NationsBank of Texas, N.A., as agent for the
                              lenders named therein, dated May 5, 1998.
    10.7(1)           --    Second Amendment to Second Amended and Restated
                              Credit Agreement by and among the Company and
                              Nationsbank of Texas, N.A., as agent for the
                              lenders therein, dated January 31, 1999
    10.8(1)           --    Third Amendment to Second Amended and Restated
                              Credit Agreement by and among the Company and
                              Nationsbank of Texas, N.A., as agent for the
                              lenders therein, dated June 28, 2000.
    11.1(1)           --    Statement regarding computation of earnings (loss)
                              per share.
    21.1(1)           --    Subsidiaries of the Registrant.
    23.1(1)           --    Consent of BDO Seidman, LLP.
    27.1(1)           --    Financial Data Schedule.
    27.2(1)           --    Restated Financial Data Schedule.
</TABLE>

----------

(1)  Filed herewith.

(2)  Filed as an exhibit to the registrant's Registration Statement on Form S-1
     (File No. 333-05293), and incorporated herein by reference.

(3)  Filed as an exhibit to the registrant's annual report on Form 10-K for the
     fiscal year ended July 31, 1997, and incorporated herein by reference.

(4)  Filed as an exhibit to Registration Statement on Form S-1 (File No.
     333-49603), and incorporated herein by reference.

(5)  Filed as an exhibit to the registrant's annual report on Form 10-K for the
     fiscal year ended July 31, 1998, and incorporated herein by reference.