<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                                    FORM 10-Q


(Mark One)

   [X]         Quarterly report pursuant to Section 13 or 15 (d) of the
               Securities Exchange Act of 1934
               For the quarterly period ended June 30, 2002 or

   [ ]         Transition report pursuant to Section 13 or 15 (d) of the
               Securities Exchange Act of 1934
               For the transition period from_______________to____________


Commission File Number:    0-26954


                                   CD&L, INC.
             (Exact name of Registrant as specified in its charter)


          Delaware                                      22-3350958
(State or other jurisdiction of
incorporation or organization)             (I.R.S. Employer Identification No.)



80 Wesley Street                                           07606
South Hackensack, New Jersey                               (Zip Code)
(Address of principal executive offices)

                           (201) 487-7740
(Registrant's telephone number, including area code)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No___

The number of shares of common stock of the Registrant, par value $.001 per
share, outstanding as of August 9, 2002 was 7,658,660.


<PAGE>


                                   CD&L, INC.
                  FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2002

                                      INDEX
<TABLE>
<CAPTION>
                                                                                              Page

Part I - Financial Information

         Item 1 - Financial Statements

             <S>                                                                               <C>
              CD&L, Inc. and Subsidiaries
                  Condensed Consolidated Balance Sheets as of June 30, 2002 (unaudited)
                           and December 31, 2001                                                 3
                  Condensed Consolidated Statements of Operations for the Three and Six
                           Months Ended June 30, 2002 and 2001 (unaudited)                       4
                  Condensed Consolidated Statements of Cash Flows for the Six
                           Months Ended June 30, 2002 and 2001 (unaudited)                       5
                  Notes to Condensed Consolidated Financial Statements                           6

         Item 2 - Management's Discussion and Analysis of Financial Condition and Results
                               of Operations                                                    10

Part II - Other Information

         Item 6 - Exhibits and Reports on Form 8-K                                              15

Signature                                                                                       16
</TABLE>

                                       2
<PAGE>


                           CD&L, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (In thousands, except share information)
<TABLE>
<CAPTION>

                                                                      June 30,        December 31,
                                                                        2002               2001
                                                                  ---------------    --------------
                                                                     (Unaudited)         (Note 1)

                             ASSETS
<S>                                                                      <C>               <C>
CURRENT ASSETS:
  Cash and cash equivalents                                                $2,560            $1,165
  Accounts receivable, net                                                 14,334            15,077
  Prepaid expenses and other current assets                                 2,339             2,183
                                                                  ---------------    --------------
    Total current assets                                                   19,233            18,425

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net                                   1,655             1,961
INTANGIBLE ASSETS, net                                                     12,306            12,252
NOTE RECEIVABLE FROM STOCKHOLDER, net                                         300               300
OTHER ASSETS                                                                2,484             2,543
                                                                  ---------------    --------------
    Total assets                                                          $35,978           $35,481
                                                                  ===============    ==============

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Short-term borrowings                                                        $-                $-
  Current maturities of long-term debt                                      3,124             2,362
  Accounts payable, accrued liabilities and bank overdrafts
                                                                           12,436            11,140
                                                                  ---------------    --------------
    Total current liabilities                                              15,560            13,502

LONG-TERM DEBT                                                             16,080            18,233
OTHER LONG-TERM LIABILITIES                                                   277               131
                                                                  ---------------   ---------------
    Total liabilities                                                      31,917            31,866
                                                                  ---------------    --------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
 Preferred stock, $.001 par value; 2,000,000 shares
   authorized; no shares issued and outstanding                                 -                 -
 Common stock, $.001 par value; 30,000,000 shares
   authorized; 7,688,027 shares issued at June 30, 2002 and
   December 31, 2001                                                            8                 8
 Additional paid-in capital                                                12,883            12,883
 Treasury stock, 29,367 shares at cost                                       (162)             (162)
 Accumulated deficit                                                       (8,668)           (9,114)
                                                                  ---------------    --------------
    Total stockholders' equity                                              4,061             3,615
                                                                  ---------------    --------------
    Total liabilities and stockholders' equity                            $35,978           $35,481
                                                                  ===============    ==============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>



                           CD&L, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                    For the Three Months Ended               For the Six Months
                                                             June 30,                               Ended
                                                                                                  June 30,
                                                  --------------------------------     -------------------------------
                                                       2002              2001             2002              2001
                                                  ---------------    -------------     ------------    ---------------

<S>                                                  <C>                <C>               <C>             <C>
     Revenue                                         $38,885            $39,797           $77,434         $79,834

     Cost of revenue                                  30,653             31,236            61,274          62,689
                                                  ---------------    -------------     ------------    ---------------

       Gross profit                                    8,232              8,561            16,160          17,145

     Selling, general and
        administrative expenses                        6,395              6,771            13,349          13,974
     Depreciation and amortization                       345                671               688           1,388
                                                  ---------------    -------------     ------------    ---------------

       Operating income                                1,492              1,119             2,123           1,783

     Other expense (income):
       Interest expense                                  660                741             1,331           1,470
       Other expense, net                                 99              2,285                49           2,240
                                                  ---------------    -------------     ------------    ---------------

     Income (loss) before provision for income
       taxes                                             733             (1,907)              743          (1,927)

     Provision for income taxes                          293                151               297             143

                                                  ---------------    -------------     ------------    ---------------
     Net income (loss)                                  $440            $(2,058)             $446         $(2,070)
                                                  ===============    =============     ============    ===============

     Net income (loss) per share:
       Basic                                            $.06              $(.27)             $.06           $(.27)
       Diluted                                           .05               (.27)              .05            (.27)

     Basic weighted average common
        shares outstanding                             7,659              7,659             7,659           7,659
                                                  ===============    =============     ============    ===============
     Diluted weighted average common
        shares outstanding                             8,169              7,659             8,168           7,659
                                                  ===============    =============     ============    ===============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>


                           CD&L, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                       For the Six Months
                                                                                           Ended June 30,
                                                                                ---------------------------------
                                                                                     2002               2001
                                                                                --------------      -------------
<S>                                                                                <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                                    $446             $(2,070)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities -
    Gain on disposal of equipment and leasehold improvements                          (35)                (33)
    Loss on sale of subsidiary                                                          -               2,283
    Depreciation and amortization                                                     688               1,388
    Changes in operating assets and liabilities:
      (Increase) decrease in -
        Accounts receivable, net                                                      743               1,788
        Prepaid expenses and other current assets                                    (156)               (264)
        Other assets                                                                   66                   3
      Increase (decrease) in -
        Accounts payable, accrued liabilities and bank overdrafts                   1,296              (1,007)
        Other long-term liabilities                                                   146                  (4)
                                                                                --------------      -------------
          Net cash provided by operating activities                                 3,194               2,084
                                                                                --------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of equipment and leasehold improvements                           82                 187
  Proceeds from sale of businesses, net                                                 -              12,306
  Additions to equipment and leasehold improvements                                  (340)               (151)
                                                                                --------------      -------------
          Net cash (used in) provided by investing activities                        (258)             12,342
                                                                                --------------      -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Short-term (repayments) borrowings, net                                               -             (11,169)
  Repayments of long-term debt                                                     (1,391)             (1,859)
  Deferred financing costs                                                           (150)                  -
                                                                                --------------      -------------
          Net cash used in financing activities                                    (1,541)            (13,028)
                                                                                --------------      -------------

  CASH USED IN DISCONTINUED OPERATIONS                                                  -              (1,425)
                                                                                --------------      -------------
          Net increase (decrease) in cash and cash equivalents                      1,395                 (27)

CASH AND CASH EQUIVALENTS, beginning of period                                      1,165                 319
                                                                                --------------      -------------

CASH AND CASH EQUIVALENTS, end of period                                           $2,560                $292
                                                                                ==============      ==============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>



                           CD&L, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)      BASIS OF PRESENTATION:

         The accompanying unaudited condensed consolidated financial statements
         have been prepared in accordance with generally accepted accounting
         principles for interim financial information and with the instructions
         to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
         include all of the information and footnotes required by generally
         accepted accounting principles for complete financial statements. The
         condensed consolidated balance sheet at December 31, 2001 has been
         derived from the audited financial statements at that date. In the
         opinion of management, all adjustments (consisting of normal recurring
         adjustments) considered necessary for a fair presentation have been
         included. Operating results for the three and six months ended June 30,
         2002 are not necessarily indicative of the results that may be expected
         for any other interim period or for the year ending December 31, 2002.
         For further information, refer to the consolidated financial statements
         and footnotes thereto included in the CD&L, Inc. (the "Company" or
         "CD&L") Form 10-K for the year ended December 31, 2001.

(2)      SHORT-TERM BORROWINGS:

         As of June 27, 2002 CD&L and Summit Business Capital Corporation, doing
         business as Fleet Capital - Business Finance Division, entered into an
         agreement establishing a revolving credit facility (the "Fleet
         Facility") of $15,000,000. The Fleet Facility replaced a revolving
         credit facility with First Union Commercial Corporation established in
         July 1997. The Fleet Facility expires on June 27, 2005 and provides
         CD&L with standby letters of credit, prime rate based loans at the
         bank's prime rate, as defined, plus 25 basis points and LIBOR based
         loans at the bank's LIBOR, as defined, plus 225 basis points. Credit
         availability is based on eligible amounts of accounts receivable, as
         defined, up to a maximum amount of $15,000,000 and is secured by
         substantially all of the assets, including certain cash balances,
         accounts receivable, equipment and leasehold improvements and general
         intangibles of the Company and its subsidiaries. During the three
         months ended June 30, 2002, there were no borrowings under the First
         Union Commercial Corporation revolving credit facility and the
         outstanding borrowings as of June 30, 2002 were $0. As of June 30,
         2002, the Company had borrowing availability of $2,239,000 under the
         Fleet Facility, after adjusting for restrictions related to outstanding
         Standby Letters of Credit of $7,000,000 and minimum availability
         requirements. Under the terms of the Fleet Facility, the Company is
         required to maintain certain financial ratios and comply with other
         financial conditions. At June 30, 2002 the Company was in compliance
         with all loan covenants of the Fleet Facility.

 (3)     LONG-TERM DEBT:

         On January 29, 1999, the Company completed a $15,000,000 private
         placement of senior subordinated notes and warrants (the "Senior
         Notes") with three financial institutions. The Senior Notes originally
         bore interest at 12% per annum and are subordinate to all senior debt
         including the Company's Fleet Facility. Under the terms of the Senior
         Notes, as amended, the Company is required to maintain certain
         financial ratios and comply with other financial conditions for which
         the Company was in compliance as of June 30, 2002. The Senior Notes
         mature on January 29, 2006 and may be prepaid by the Company under
         certain circumstances. The warrants expire January 19, 2009 and are
         exercisable at any time prior to expiration at a price of $.001 per
         equivalent share of common stock for an aggregate of 506,250 shares of
         the Company's stock, subject to additional adjustments. The Company has
         recorded the fair value of the warrants of $1,265,000 as a credit to
         additional paid-in-capital and a debt discount on the Senior Notes.

                                       6
<PAGE>

         Effective as of June 28, 2002, CD&L and the note holders modified the
         Senior Subordinated Loan Agreement (the "Senior Note Agreement")
         entered into on January 29, 1999. The Senior Note Agreement, as
         amended, provides for interest on the notes to be incurred
         prospectively at 12% and an immediate repayment of $1,250,000 in
         principal. The June 28, 2002 amendment also requires scheduled
         repayments of $250,000 at the end of each calendar quarter beginning in
         the first quarter of 2003 and ending in the fourth quarter of 2005.
         Such payments increase to $312,500 if CD&L meets certain availability
         benchmarks under the Fleet Facility, as defined. The interest rate on
         the $3,000,000 of the notes scheduled to be repaid would be reduced to
         10% on a prospective basis if CD&L makes a voluntary principal
         repayment of $750,000 at any time prior to maturity. The accompanying
         financial statements include the $1,250,000 payment in current
         maturities of long-term debt as this payment was made on July 2, 2002.

 (4)     INTANGIBLE ASSETS:

         On June 30, 2001, Statement of Financial Accounting Standards No. 142,
         "Goodwill and Other Intangible Assets" ("SFAS 142") was issued. SFAS
         142 eliminates goodwill amortization over its estimated useful life.
         However, goodwill will be subject to at least an annual assessment for
         impairment by applying a fair-value based test. Additionally, acquired
         intangible assets should be separately recognized if the benefit of the
         intangible asset is obtained through contractual or other legal rights,
         or if the intangible asset can be sold, transferred, licensed, rented
         or exchanged, regardless of the acquirer's intent to do so. Intangible
         assets with definitive lives will need to be amortized over their
         useful lives. The statement requires that by June 30, 2002, a company
         must establish its fair value benchmarks in order to test for
         impairment. The Company adopted SFAS 142 effective January 1, 2002.
         Such adoption did not result in an impairment of goodwill, based on a
         fair value based test; however, changes in the facts and circumstances
         relating to the Company's goodwill and other intangible assets could
         result in an impairment of intangible assets in the future. Adoption of
         SFAS 142 increased pretax earnings by approximately $353,000 for the
         six months ended June 30, 2002 due to the cessation of goodwill
         amortization.

(5)      NOTE RECEIVABLE FROM STOCKHOLDER:

         In February 1996, Liberty Mutual Insurance Company ("Liberty Mutual")
         filed an action against Securities Courier Corporation ("Securities"),
         a subsidiary of the Company, Mr. Vincent Brana, an employee of the
         Company, and certain other parties in the United States District Court
         for the Southern District of New York. Under the terms of its
         acquisition of Securities, the Company had certain rights to
         indemnification from Mr. Brana. In connection with the indemnification,
         Mr. Brana has entered into a Settlement Agreement and executed a
         Promissory Note in such amount as may be due for any defense costs or
         award arising out of this suit. Mr. Brana has agreed to repay the
         Company on December 1, 2002, together with interest calculated at a
         rate per annum equal to the rate charged the Company by its senior
         lender. Mr. Brana delivered 357,301 shares of CD&L common stock to the
         Company. On September 8, 2000 the parties entered into a settlement
         agreement in which Securities and Mr. Brana agreed to pay Liberty
         Mutual $1,300,000. An initial payment of $650,000 was made by
         Securities on October 16, 2000, $325,000 plus interest at a rate of
         10.5% per annum was paid in monthly installments ending July 1, 2001
         and $325,000 plus interest at a rate of 12.0% per annum is due in
         monthly installments ending July 1, 2002. All such amounts were paid
         when due.

         At June 30, 2002 and December 31, 2001 the Company had a receivable due
         from Mr. Brana totaling $2,800,000. As of December 31, 2000,
         considering the market value of the collateral and Mr. Brana's failure
         to update and provide satisfactory evidence to support his ability to
         pay the promissory note, the Company recorded a $2,500,000 reserve
         against the receivable. Mr. Brana has disputed his obligation to
         satisfy the amounts when they are due.

                                       7
<PAGE>

(6)      LITIGATION:

         The Company is, from time to time, a party to litigation arising in the
         normal course of its business, most of which involves claims for
         personal injury and property damage incurred in connection with its
         same-day delivery operations. In connection therewith, the Company has
         recorded reserves of $575,000 as of June 30, 2002 and December 31,
         2001. Management believes that none of these actions will have a
         material adverse effect on the consolidated financial position or
         results of operations of the Company.

(7)      INCOME (LOSS) PER SHARE:

         Basic income (loss) per share includes no dilution and is computed by
         dividing income (loss) available to common stockholders by the weighted
         average number of common shares outstanding for the period. Diluted
         income (loss) per share reflects the potential dilution if certain
         securities are converted and also includes certain shares that are
         contingently issuable. Because of the Company's net loss for the three
         and six months ended June 30, 2001, equivalent shares represented by
         12,429 Stock Options and 505,668 Warrants would be anti-dilutive and
         therefore are not included in the loss per share calculations for the
         three and six months ended June 30, 2001.

         A reconciliation of weighted average common shares outstanding to
         weighted average common shares outstanding assuming dilution follows:

<TABLE>
<CAPTION>

                                                      Three Months Ended                   Six Months Ended
                                                            June 30,                           June 30,
                                                 --------------------------------    --------------------------------
         (000s)                                       2002              2001              2002             2001
                                                 ---------------    -------------     -------------    --------------

        <S>                                          <C>                <C>               <C>              <C>
         Basic weighted average
          common shares outstanding                     7,659              7,659             7,659            7,659
         Effect of dilutive securities:
             Stock options                                  5                  -                 4                -
             Warrants                                     505                  -               505                -
                                                 ---------------    -------------     -------------    --------------
         Diluted weighted average
           common shares
           outstanding                                  8,169              7,659             8,168            7,659
                                                 ===============    =============     =============    ==============
</TABLE>

         The following common stock equivalents were excluded from the
         computation of diluted earnings per share because the exercise or
         conversion price was greater than the average market price of common
         shares:
<TABLE>
<CAPTION>

                                                      Three Months Ended                    Six Months Ended
                                                            June 30,                           June 30,
                                                  --------------------------------    --------------------------------
         (000s)                                       2002              2001              2002             2001
                                                 ---------------    -------------     -------------    --------------

        <S>                                           <C>               <C>                <C>              <C>
         Stock options                                  1,908             1,616              1,907            1,583
         Subordinated
                 convertible debentures                     -                16                  -               16
         Seller financed
                convertible notes                         491               593                491              593
</TABLE>

                                       8
<PAGE>

(8)      NEW ACCOUNTING PRONOUNCEMENTS:

         Effective January 1, 2002, the Company adopted Statement of Financial
         Accounting Standards No. 144, "Accounting for the Impairment or
         Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 replaces
         Statement of Financial Accounting Standards No. 121, "Accounting for
         the Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed of" ("SFAS 121") and establishes accounting and reporting
         standards for long-lived assets to be disposed of by sale. SFAS 144
         requires that those assets be measured at the lower of carrying amount
         or fair value less cost to sell. SFAS 144 also broadens the reporting
         of discontinued operations to include all components of an entity with
         operations that can be distinguished from the rest of the entity that
         will be eliminated from the ongoing operations of the entity in a
         disposal transaction. The adoption of this new principle did not have a
         material impact on the Company's financial condition or results of
         operations.

         In April 2002, Statement of Financial Accounting Standards No. 145,
         "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
         Statement No. 13, and Technical Corrections" ("SFAS 145") was issued.
         SFAS 145 eliminates extraordinary accounting treatment for reporting
         gain or loss on debt extinguishments, and amends other existing
         authoritative pronouncements to make various technical corrections,
         clarifies meanings, or describes their applicability under changed
         conditions. The Company has chosen to adopt the provisions of SFAS 145
         beginning with the current quarter ended June 30, 2002.

         In June 2002, Statement of Financial Accounting Standards No. 146,
         "Accounting for Costs Associated with Exit or Disposal Activities"
         ("SFAS 146") was issued. SFAS 146 requires recording costs associated
         with exit or disposal activities at their fair values when a liability
         has been incurred. Under previous guidance, certain exit costs were
         accrued upon management's commitment to an exit plan. Adoption of SFAS
         146 is required with the beginning of fiscal year 2003. The Company has
         not yet completed the evaluation of the impact of adopting SFAS 146.


                                       9
<PAGE>


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

         Overview

         The following discussion of the Company's results of operations and of
         its liquidity and capital resources should be read in conjunction with
         the condensed consolidated financial statements of the Company and the
         related notes thereto which appear elsewhere in this report.
         Percentages and dollar amounts have been rounded to aid presentation.

         Disclosure Regarding Forward-Looking Statements

         The Company is provided a "safe harbor" for forward-looking statements
         contained in this report by the Private Securities Litigation Reform
         Act of 1995. The Company may discuss forward-looking information in
         this report such as its expectations for future business development,
         cost reduction programs, revenue growth and fuel, insurance and labor
         cost controls, as well as its liquidity and capital needs and its
         future prospects. These forward-looking statements involve certain
         risks and uncertainties that may cause the actual events or results to
         differ materially from those indicated by such forward-looking
         statements. Potential risks and uncertainties include without
         limitation the risk that the Company will be unable to continue growing
         revenue internally, or that the Company will be unable to price its
         services so as to increase its profit margins, or that the Company's
         cost reduction programs will fail to prevent further erosion of its
         profit margins, or that the Company will be unable to reduce its fuel,
         insurance and labor costs, or that the Company will be unable to
         achieve the other cost savings or additional profits for forward
         quarters contemplated by the Company's business management strategy, or
         that the Company will be unable to continue to meet its financial
         covenants under existing credit lines or otherwise have adequate cash
         flow from operations or credit facilities to support its operations and
         revenue growth, or that the slowing economy will reduce demand for the
         Company's services or other risks specified in the Company's 2001
         Report on Form 10-K and other SEC filings.

         Critical Accounting Policies

         The Company's discussion and analysis of financial condition and
         results of operations are based upon the Company's consolidated
         financial statements, which have been prepared in accordance with
         accounting principles generally accepted in the United States. The
         preparation of these financial statements requires the Company to make
         estimates and judgments that affect the reported amounts of assets,
         liabilities, revenues and expenses, and related disclosure of
         contingent assets and liabilities. On an on-going basis, the Company
         evaluates its estimates, including those related to accounts and notes
         receivable, intangible assets, income taxes and contingencies. The
         Company bases its estimates on historical experience and on various
         other assumptions that are believed to be reasonable under the
         circumstances, the results of which form the basis for making judgments
         about the carrying values of assets and liabilities that are not
         readily apparent from other sources. Actual results may differ from
         these estimates under different assumptions or conditions.

         The Company believes the following critical accounting policies affect
         its more significant judgments and estimates used in the preparation of
         its consolidated financial statements.

         Allowance for Doubtful Accounts
                  The Company maintains allowances for doubtful accounts and
         notes receivable for estimated losses resulting from the inability of
         its customers to make payments when due or within a reasonable period
         of time thereafter. If the financial condition of the Company's
         customers were to deteriorate, resulting in an impairment of their
         ability to make required payments, additional allowances may be
         required.

                                       10
<PAGE>

         Insurance Reserves
                  The Company maintains certain insurance risk through insurance
         policies with a $250,000 deductible for workmens' compensation and
         automobile liability ($350,000 beginning July 1, 2002) and a $150,000
         deductible for employee health medical costs ($125,000 prior to
         March 1, 2002). The Company reserves the estimated amounts of uninsured
         claims and deductibles related to such insurance retentions for claims
         that have occured in the normal course of business. These reserves are
         established by management based upon the recommendations of third-party
         administrators who perform a specific review of open claims, with
         consideration of incurred but not reported claims, as of the balance
         sheet date. Actual claim settlements may differ materially from these
         estimated reserve amounts.

         Income Taxes
                  The Company files income tax returns in every jurisdiction in
         which it has reason to believe it is subject to tax. Historically, the
         Company has been subject to examination by various taxing
         jurisdictions. To date, none of these examinations has resulted in any
         material additional tax. Nonetheless, any tax jurisdiction may contend
         that a filing position claimed by the Company regarding one or more of
         its transactions is contrary to that jurisdiction's laws or
         regulations.

         Results of Operations

         Income and Expense as a Percentage of Revenue
<TABLE>
<CAPTION>

                                                      For the Three Months                 For the Six Months
                                                               Ended                              Ended
                                                              June 30,                           June 30,
                                                  --------------------------------     -----------------------------
                                                       2002              2001             2002             2001
                                                  ---------------    -------------     ------------    -------------

<S>                                                    <C>               <C>               <C>              <C>
         Revenue                                       100.0%            100.0%            100.0%           100.0%

         Gross profit                                   21.2%             21.5%             20.8%            21.5%

         Selling, general and
            administrative expenses                     16.5%             17.0%             17.2%            17.6%
         Depreciation and amortization                   0.9%              1.7%              0.9%             1.7%

         Operating income                                3.8%              2.8%              2.7%             2.2%

         Interest expense                                1.7%              1.9%              1.7%             1.8%

         Other expense, net                              0.3%              5.7%              0.1%             2.8%

         Net income (loss)                               1.1%             (5.2)%             0.6%            (2.6)%
</TABLE>

         Six Months Ended June 30, 2002 Compared to the Six Months Ended June
         30, 2001

         Revenue for the six months ended June 30, 2002 decreased by $2.4
         million, or 3.0%, to $77.4 million from $79.8 million for the six
         months ended June 30, 2001. The decrease included approximately $4.6
         million in revenue lost due to the sale of the Company's Mid-West
         Region operations on June 14, 2001. After adjusting for the sale,
         revenue increased by approximately $2.2 million due to the start-up of
         several new distribution contracts.

         Cost of revenue decreased by $1.4 million, or 2.2%, to $61.3 million
         for the six months ended June 30, 2002 from $62.7 million for the six
         months ended June 30, 2001. Cost of revenue for the six months ended
         June 30, 2002 represents 79.2% of revenues as compared to 78.5% for the
         same period in 2001. The decrease in cost of revenue included
         approximately $3.6 million in cost of revenue eliminated due to the
         sale of the Company's Mid-West Region operations on June 14, 2001.
         After adjusting for the sale, cost of revenue increased by
         approximately $2.2 million due primarily to an increase in labor costs
         as compared to the same period in 2001. The increased labor costs in
         the Company's New York City operations, as a percentage of revenue,
         were partially attributable to the economic decline that occurred in
         New York City as a result of the September 11, 2001 events.

                                       11
<PAGE>

         Selling, general and administrative expenses ("SG&A") decreased by $0.7
         million, or 5.0%, to $13.3 million for the six months ended June 30,
         2002 from $14.0 million for the same period in 2001. Stated as a
         percentage of revenue, SG&A decreased to 17.2% for the six months ended
         June 30, 2002 as compared to 17.6% for the same period in 2001. SG&A in
         2001 included approximately $0.6 million in SG&A eliminated due to the
         sale of the Company's Mid-West Region operations on June 14, 2001.
         After adjusting for the sale, SG&A decreased by approximately $0.1
         million due primarily to insurance recoveries and reductions in
         professional and consulting fees, partially offset by increased
         insurance costs.

         Depreciation and amortization decreased by $0.7 million, or 50.0%, to
         $0.7 million for the six months ended June 30, 2002 from $1.4 million
         for the same period in 2001. On June 30, 2001, Statement of Financial
         Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
         ("SFAS 142") was issued. SFAS 142 eliminates goodwill amortization over
         its estimated useful life. However, goodwill will be subject to at
         least an annual assessment for impairment by applying a fair-value
         based test. Additionally, acquired intangible assets should be
         separately recognized if the benefit of the intangible asset is
         obtained through contractual or other legal rights, or if the
         intangible asset can be sold, transferred, licensed, rented or
         exchanged, regardless of the acquirer's intent to do so. Intangible
         assets with definitive lives will need to be amortized over their
         useful lives. The statement requires that by June 30, 2002, a company
         must establish its fair value benchmarks in order to test for
         impairment. The Company adopted SFAS 142 effective January 1, 2002.
         Such adoption did not result in an impairment of goodwill, based on a
         fair value based test; however, changes in the facts and circumstances
         relating to the Company's goodwill and other intangible assets could
         result in an impairment of intangible assets in the future. Adoption of
         SFAS 142 increased pretax earnings by approximately $353,000 for the
         six months ended June 30, 2002 due to the cessation of goodwill
         amortization.

         As a result of the factors discussed above, operating income increased
         by $0.3 million for the six months ended June 30, 2002 as compared to
         the same period in 2001.

         Other expense, net decreased by $2.2 million, to $0.05 million,
         primarily as a result of the loss recorded on the sale of the Company's
         Mid-West Region business in 2001. On June 14, 2001, the Company
         consummated a transaction providing for the sale of all the outstanding
         stock in National Express, Inc. As a result of the transaction, the
         Company recorded a $2.3 million loss on the sale. During the same
         period in 2002, the Company recorded approximately $0.1 million of
         costs associated with early extinguishment of its borrowing facility
         with First Union Commercial Corporation. This was offset by gains
         recorded on the disposition of certain equipment.

         Net income (loss) improved by $2.5 million to net income of $0.4
         million for the six months ended June 30, 2002 as compared to a loss of
         ($2.1) million for the same period in 2001. This was primarily due to
         the factors discussed above.

         Three Months Ended June 30, 2002 Compared to the Three Months Ended
         June 30, 2001

         Revenue for the three months ended June 30, 2002 decreased by $0.9
         million, or 2.3%, to $38.9 million from $39.8 million for the three
         months ended June 30, 2001. The decrease included approximately $2.1
         million in revenue lost due to the sale of the Company's Mid-West
         Region operations on June 14, 2001. After adjusting for the sale,
         revenue increased by approximately $1.2 million due to the start-up of
         several new distribution contracts.

         Cost of revenue decreased by $0.5 million, or 1.6%, to $30.7 million
         for the three months ended June 30, 2002 from $31.2 million for the
         three months ended June 30, 2001. Cost of revenue for the three months
         ended June 30, 2002 represents 78.8% of revenues as compared to 78.5%
         for the same period in 2001. The decrease in cost of revenue included
         approximately $1.6 million in cost of revenue eliminated due to the
         sale of the Company's Mid-West Region operations on June 14, 2001.
         After adjusting for the sale, cost of revenue increased by
         approximately $1.1 million due primarily to an increase in labor costs
         as compared to the same period in 2001. The increased labor costs in
         the Company's New York City operations, as a percentage of revenue,
         were partially attributable to the economic decline that occurred in
         New York City as a result of the September 11, 2001 events.

                                       12
<PAGE>

         SG&A decreased by $0.4 million, or 5.9%, to $6.4 million for the three
         months ended June 30, 2002 from $6.8 million for the same period in
         2001. Stated as a percentage of revenue, SG&A decreased to 16.5% for
         the three months ended June 30, 2002 as compared to 17.0% for the same
         period in 2001. SG&A in 2001 included approximately $0.2 million in
         SG&A eliminated due to the sale of the Company's Mid-West Region
         operations on June 14, 2001. After adjusting for the sale, SG&A
         decreased by approximately $0.2 million due primarily to insurance
         recoveries, partially offset by increased insurance costs.

         Depreciation and amortization decreased by $0.4 million, or 57.1%, to
         $0.3 million for the three months ended June 30, 2002 from $0.7 million
         for the same period in 2001. On June 30, 2001, Statement of Financial
         Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
         ("SFAS 142") was issued. SFAS 142 eliminates goodwill amortization over
         its estimated useful life. However, goodwill will be subject to at
         least an annual assessment for impairment by applying a fair-value
         based test. Additionally, acquired intangible assets should be
         separately recognized if the benefit of the intangible asset is
         obtained through contractual or other legal rights, or if the
         intangible asset can be sold, transferred, licensed, rented or
         exchanged, regardless of the acquirer's intent to do so. Intangible
         assets with definitive lives will need to be amortized over their
         useful lives. The statement requires that by June 30, 2002, a company
         must establish its fair value benchmarks in order to test for
         impairment. The Company adopted SFAS 142 effective January 1, 2002.
         Such adoption did not result in an impairment of goodwill, based on a
         fair value based test; however, changes in the facts and circumstances
         relating to the Company's goodwill and other intangible assets could
         result in an impairment of intangible assets in the future. Adoption of
         SFAS 142 increased pretax earnings by approximately $176,000 for the
         three months ended June 30, 2002 due to the cessation of goodwill
         amortization.

         As a result of the factors discussed above, operating income increased
         by $0.4 million for the three months ended June 30, 2002 as compared to
         the same period in 2001.

         Other expense, net decreased by $2.2 million, to $0.1 million,
         primarily as a result of the loss recorded on the sale of the Company's
         Mid-West Region business in 2001. On June 14, 2001, the Company
         consummated a transaction providing for the sale of all the outstanding
         stock in National Express, Inc. As a result of the transaction, the
         Company recorded a $2.3 million loss on the sale. During the same
         period in 2002, the Company recorded approximately $0.1 million of
         costs associated with early extinguishment of its borrowing facility
         with First Union Commercial Corporation. This was offset by gains
         recorded on the disposition of certain equipment.

         Net income (loss) improved by $2.5 million to net income of $0.4
         million for the three months ended June 30, 2002 as compared to a loss
         of ($2.1) million for the same period in 2001. This was primarily due
         to the factors discussed above.

         Liquidity and Capital Resources

         The Company's working capital decreased by $1,250,000 from $4,923,000
         as of December 31, 2001 to $3,673,000 as of June 30, 2002. The decrease
         is a result of increased current maturities of long-term debt under
         amended credit agreements, partially offset by cash generated by
         operations. Cash and cash equivalents increased $1,395,000 to
         $2,560,000 as of June 30, 2002. Cash of $3,194,000 was provided from
         operations, while $258,000 was used by net investing activities and
         $1,541,000 was used by net financing activities to pay down debt.
         Capital expenditures amounted to $340,000 and $151,000 for the six
         months ended June 30, 2002 and 2001, respectively.

                                       13
<PAGE>

         As of June 27, 2002 CD&L and Summit Business Capital Corporation, doing
         business as Fleet Capital - Business Finance Division, entered into an
         agreement establishing a revolving credit facility (the "Fleet
         Facility") of $15,000,000. The Fleet Facility replaced a revolving
         credit facility with First Union Commercial Corporation established in
         July 1997. The Fleet Facility expires on June 27, 2005 and provides
         CD&L with standby letters of credit, prime rate based loans at the
         bank's prime rate, as defined, plus 25 basis points and LIBOR based
         loans at the bank's LIBOR, as defined, plus 225 basis points. Credit
         availability is based on eligible amounts of accounts receivable, as
         defined, up to a maximum amount of $15,000,000 and is secured by
         substantially all of the assets, including certain cash balances,
         accounts receivable, equipment and leasehold improvements and general
         intangibles of the Company and its subsidiaries. During the three
         months ended June 30, 2002, there were no borrowings under the First
         Union Commercial Corporation revolving credit facility and the
         outstanding borrowings as of June 30, 2002 were $0. As of June 30,
         2002, the Company had borrowing availability of $2,239,000 under the
         Fleet Facility, after adjusting for restrictions related to outstanding
         Standby Letters of Credit of $7,000,000 and minimum availability
         requirements. Under the terms of the Fleet Facility, the Company is
         required to maintain certain financial ratios and comply with other
         financial conditions. At June 30, 2002 the Company was in compliance
         with all loan covenants of the Fleet Facility.

         On January 29, 1999, the Company completed a $15,000,000 private
         placement of senior subordinated notes and warrants (the "Senior
         Notes") with three financial institutions. The Senior Notes originally
         bore interest at 12% per annum and are subordinate to all senior debt
         including the Company's Fleet Facility. Under the terms of the Senior
         Notes, as amended, the Company is required to maintain certain
         financial ratios and comply with other financial conditions for which
         the Company was in compliance as of June 30, 2002. The Senior Notes
         mature on January 29, 2006 and may be prepaid by the Company under
         certain circumstances. The warrants expire January 19, 2009 and are
         exercisable at any time prior to expiration at a price of $.001 per
         equivalent share of common stock for an aggregate of 506,250 shares of
         the Company's stock, subject to additional adjustments. The Company has
         recorded the fair value of the warrants of $1,265,000 as a credit to
         additional paid-in-capital and a debt discount on the Senior Notes.

         Effective as of June 28, 2002, CD&L and the note holders modified the
         Senior Subordinated Loan Agreement (the "Senior Note Agreement")
         entered into on January 29, 1999. The Senior Note Agreement, as
         amended, provides for interest on the notes to be incurred
         prospectively at 12% and an immediate repayment of $1,250,000 in
         principal. The June 28, 2002 amendment also requires scheduled
         repayments of $250,000 at the end of each calendar quarter beginning in
         the first quarter of 2003 and ending in the fourth quarter of 2005.
         Such payments increase to $312,500 if CD&L meets certain availability
         benchmarks under the Fleet Facility, as defined. The interest rate on
         the $3,000,000 of the notes scheduled to be repaid would be reduced to
         10% on a prospective basis if CD&L makes a voluntary principal
         repayment of $750,000 at any time prior to maturity. The accompanying
         financial statements include the $1,250,000 payment in current
         maturities of long-term debt as this payment was made on July 2, 2002.

         During the three months ended June 30, 2002, the maximum borrowings
         outstanding under the Company's revolving credit facility were $0 and
         the outstanding borrowings as of June 30, 2002 were $0. The Company
         also had $13,250,000 in principal outstanding under its Senior Notes
         ($12,602,000 net of unamortized discount). The Company also had
         $428,000 of capital lease obligations and various equipment notes,
         $12,000 of debt related to litigation settlements and $6,162,000 of
         seller financed debt. As of June 30, 2002, the Company had borrowing
         ability of $2,239,000 under the revolving credit facility, after
         adjusting for restrictions related to outstanding Standby Letters of
         Credit of $7,000,000 and minimum availability requirements.

         Management believes that cash flows from operations and its borrowing
         capacity (see Notes 2 and 3 of the accompanying financial statements)
         are sufficient to support the Company's operations and general business
         and capital liquidity requirements for the foreseeable future.

         Inflation

         While inflation has not had a material impact on the Company's results
         of operations for the periods presented herein, fluctuations in fuel
         prices and labor costs can and do affect the Company's operating costs.

         Quantitative and Qualitative Disclosures About Market Risk

         CD&L is exposed to the effect of changing interest rates. At June 30,
         2002, the Company's debt consisted of approximately $19,204,000 of
         fixed rate debt with a weighted average interest rate of 11.5% and $0
         of variable rate debt with a weighted average interest rate of 5.0%.
         The amount of variable rate debt fluctuates during the year based upon
         CD&L's cash requirements. If interest rates on variable rate debt were
         to increase by 50 basis points (one-tenth of the rate at June 30,
         2002), the Company's results of operations and cash flows for the six
         month period ended June 30, 2002 would not be impacted as there were
         minimal amounts of variable rate debt outstanding during the period.


                                       14
<PAGE>


                           Part II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  10.1     Loan and Security Agreement dated June 27, 2002 by
                           and among CD&L, Inc. (and subsidiaries) and Summit
                           Business Capital Corp., doing business as Fleet
                           Capital - Business Finance Division (for electronic
                           submission only)

                  10.2     Eighth Amendment and Consent dated June 28, 2002 to
                           the Senior Subordinated Loan Agreement dated January
                           29, 1999 (for electronic submission only)

         (b)      Reports on Form 8-K. No reports on Form 8-K were filed during
                  the second quarter of 2002. The following current reports on
                  Form 8-K were filed during the third quarter of 2002.

                  (i)      Report on Form 8-K filed on August 9, 2002 concerning
                           the Company's dismissal of Arthur Andersen LLP and
                           engagement of Deloitte & Touche LLP as the Company's
                           independent public accountants.


                                       15
<PAGE>

                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
         1934, the registrant has duly caused this report to be signed on its
         behalf by the undersigned thereunto duly authorized.



         Dated: August 14, 2002                       CD&L, INC.




                                                By:  \s\ Russell J. Reardon
                                                     -----------------------
                                                       Russell J. Reardon
                                                       Vice President and
                                                       Chief Financial Officer


                                       16