<PAGE>
================================================================================

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



                                    FORM 10-Q



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

                 For the quarterly period ended October 31, 2001


                                       OR

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

                        Commission file number: 000-21057




                                  DYNAMEX INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                                        <C>
                Delaware                                                86-0712225
        (State of incorporation)                           (I.R.S. Employer Identification No.)


            1870 Crown Drive                                               75234
              Dallas, Texas                                              (Zip Code)
(Address of principal executive offices)
</Table>


              Registrant's telephone number, including area code:
                                 (214) 561-7500




         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No
                                             ---   ---
         The number of shares of the registrant's common stock, $.01 par value,
outstanding as of December 1, 2001 was 10,206,817 shares.

================================================================================



<PAGE>



DYNAMEX INC.

--------------------------------------------------------------------------------


                                      INDEX


<Table>
<Caption>
                                                                                                 PAGE
<S>        <C>                                                                                  <C>

PART I.  FINANCIAL INFORMATION

           Item 1.    Financial Statements

                      Condensed Consolidated Balance Sheets                                         2
                         October 31, 2001 (Unaudited) and July 31, 2001

                      Condensed Statements of Consolidated Operations (Unaudited)                   3
                         Three months ended October 31, 2001 and 2000

                      Condensed Statements of Consolidated Cash Flows (Unaudited)                   4
                         Three months ended October 31, 2001 and 2000

                      Notes to Condensed Consolidated Financial Statements                          5

           Item 2.    Management's Discussion and Analysis of Financial Condition                   7
                         and Results of Operations

           Item 3.    Quantitative and Qualitative Disclosures About Market Risk                   13

PART II. OTHER INFORMATION

           Item 1.    Legal Proceedings                                                            14

           Item 4.    Submission of Matters to a Vote of Security Holders                          14

           Item 6.    Exhibits and Reports on Form 8-K                                             14
</Table>



                                       1

<PAGE>



DYNAMEX INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except per share data)
--------------------------------------------------------------------------------


<Table>
<Caption>
                                                                     October 31,        July 31,
                                                                        2001              2001
                                                                    -------------    -------------
                                                                     (Unaudited)
<S>                                                                 <C>              <C>
                                     ASSETS
CURRENT
Cash and cash equivalents                                           $       9,182    $       8,066
Accounts receivable (net of allowance for doubtful accounts
   of $863 and $986, respectively)                                         26,137           24,799
Prepaid and other current assets                                            2,547            3,328
Deferred income tax                                                         1,497            1,577
                                                                    -------------    -------------
TOTAL CURRENT ASSETS                                                       39,363           37,770

Property and equipment - net                                                5,897            6,165
Intangibles - net                                                          74,324           74,527
Deferred income taxes                                                       2,179            2,635
Other assets                                                                  643              815
                                                                    -------------    -------------
              Total assets                                          $     122,406    $     121,912
                                                                    =============    =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable trade                                              $       5,073    $       4,265
Accrued liabilities                                                        13,033           13,080
Current portion of long-term debt                                          10,981           11,066
                                                                    -------------    -------------
              Total Current Liabilities                                    29,087           28,411

L0NG-TERM DEBT                                                             31,733           32,198
OTHER LIABILITIES                                                           1,313            1,313
                                                                    -------------    -------------
Total liabilities                                                          62,133           61,922
                                                                    -------------    -------------

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 10,207 outstanding, respectively                                102              102
Additional paid-in capital                                                 72,759           72,759
Retained earnings                                                         (10,669)         (11,576)
Unrealized foreign currency translation adjustment                         (1,919)          (1,295)
                                                                    -------------    -------------
              Total stockholders' equity                                   60,273           59,990
                                                                    -------------    -------------
              Total liabilities and stockholders' equity            $     122,406    $     121,912
                                                                    =============    =============
</Table>




     See accompanying notes to condensed consolidated financial statements.



                                        2


<PAGE>


DYNAMEX INC.
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(in thousands except per share data)
(Unaudited)
--------------------------------------------------------------------------------



<Table>
<Caption>
                                                                           Three months ended
                                                                               October 31,
                                                                    ------------------------------
                                                                         2001             2000
                                                                    -------------    -------------
<S>                                                                 <C>              <C>
 Sales                                                              $      61,736    $      64,824

 Cost of sales                                                             43,456           44,820
                                                                    -------------    -------------

 Gross profit                                                              18,280           20,004

 Selling, general and administrative expenses                              14,809           15,589
 Depreciation and amortization                                                782            2,029
 (Gain) loss on disposal of property and equipment                            (18)              (2)
                                                                    -------------    -------------

 Operating income                                                           2,707            2,388

 Interest expense                                                             910            1,344
 Other income                                                                 (26)             (45)
                                                                    -------------    -------------

 Income  before taxes                                                       1,823            1,089

 Income tax expense                                                           916              591
                                                                    -------------    -------------

Net income                                                          $         907    $         498
                                                                    =============    =============

Earnings  per common share - basic:                                 $        0.09    $        0.05
                                                                    =============    =============

Earnings  per common share - assuming dilution:                     $        0.09    $        0.05
                                                                    =============    =============

Weighted average shares:
   Common shares outstanding                                               10,207           10,207
   Adjusted common shares - assuming
      exercise of stock options                                            10,245           10,210
</Table>



     See accompanying notes to condensed consolidated financial statements.



                                        3

<PAGE>




DYNAMEX INC.
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(in thousands)
(Unaudited)
--------------------------------------------------------------------------------



<Table>
<Caption>
                                                                                          Three months ended
                                                                                              October 31,
                                                                                   ------------------------------
                                                                                       2001              2000
                                                                                   -------------    -------------
<S>                                                                                <C>              <C>
OPERATING ACTIVITIES
Net income                                                                         $         907    $         498
Adjustments to reconcile net income  to  net cash provided
   by (used in) operating activities:
   Depreciation and amortization                                                             745              800
   Amortization of intangible assets                                                          37            1,263
   Provision for losses on accounts receivable                                               219              258
   Deferred income taxes                                                                     536              209
   Gain on disposal of property and equipment                                                (17)              (2)
Changes in current operating assets and liabilities:
   Accounts receivable                                                                    (1,557)          (1,045)
   Prepaids and other assets                                                                 781              464
   Accounts payable and accrued liabilities                                                  761             (789)
                                                                                   -------------    -------------
Net cash provided by operating activities                                                  2,412            1,656
                                                                                   -------------    -------------

INVESTING ACTIVITIES
Payments for acquisitions                                                                     --             (437)
Purchase of property and equipment                                                          (514)            (324)
Net proceeds from disposal of property and equipment                                          17                4
                                                                                   -------------    -------------
Net cash used in investing activities                                                       (497)            (757)
                                                                                   -------------    -------------

FINANCING ACTIVITIES
Principal payments on long-term debt                                                      (1,550)             (92)
Net borrowings under line of credit                                                        1,000             (500)
Other assets and deferred offering costs                                                     (41)             203
                                                                                   -------------    -------------
Net cash provided by financing activities                                                   (591)            (389)
                                                                                   -------------    -------------

EFFECT OF EXCHANGE RATES ON CASH                                                            (208)            (252)
                                                                                   -------------    -------------

NET INCREASE (DECREASE) IN CASH                                                            1,116              258
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                             8,066            5,600
                                                                                   -------------    -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                           $       9,182    $       5,858
                                                                                   =============    =============

SUPPLEMENTAL DISCLOSURE ON NON-CASH INFORMATION
Cash paid for interest                                                             $         850    $       2,483
                                                                                   =============    =============
Cash paid for taxes                                                                $       1,194    $         361
                                                                                   =============    =============

SUPPLEMENTAL SCHEDULE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES
     Assets acquired liabilities paid and consideration paid for acquisitions
      were as follows:
         Accrual of earnouts to former owners                                      $          --    $          26
         Prior year earnouts converted to notes payable                                       --           (1,240)
         Change in accrued earnouts                                                           --            1,651
                                                                                   -------------    -------------
         Cash payments for acquisitions                                            $          --    $         437
                                                                                   =============    =============
</Table>



     See accompanying notes to condensed consolidated financial statements.




                                        4


<PAGE>


DYNAMEX INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
--------------------------------------------------------------------------------


1. BASIS OF PRESENTATION

Dynamex Inc. (the "Company" and "Dynamex") provides same-day delivery and
logistics services in the United States and Canada. The Company's primary
services are (i) same-day, on-demand delivery, (ii) scheduled distribution and
(iii) fleet management.

The 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.)

The accompanying interim financial statements are unaudited. Certain information
and disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted,
although the Company believes the disclosures included herein are adequate to
make the information presented not misleading. The results of the interim
periods presented are not necessarily indicative of results to be expected for
the full fiscal year, and should be read in conjunction with the Company's
audited financial statements for the fiscal year ended July 31, 2001.

The accompanying interim financial statements contain all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the Company's financial position at October 31, 2001, the
results of its operations for the three-month periods ended October 31, 2001 and
2000 and its cash flows for the three month periods ended October 31, 2001 and
2000.

2. COMPREHENSIVE INCOME (LOSS)

Comprehensive income for the three months ended October 31, 2001 was $282
compared to $82 for the same period ended October 31, 2000. The two components
of comprehensive income are net income (loss) and foreign currency translation
adjustments. The changes in the exchange rate between the U.S. dollar and the
Canadian dollar resulted in a foreign currency translation loss of $625 and $416
for the three months ended October 31, 2001 and 2000, respectively.

3. BANK CREDIT AGREEMENT AND OTHER LONG-TERM DEBT

On November 9, 2001, the Company amended its bank credit agreement. Under the
terms of the Third Amended and Restated Credit Agreement, the Company prepaid $5
million of the amortizing term loan from available cash and the facility was
extended through February 28, 2003. The new facility consists of an amortizing
term loan of $22.4 million and a $19.5 million revolving credit facility. The
revolving credit facility will be governed by an eligible accounts receivable
borrowing base agreement, defined as 80% of accounts receivable less than 60
days past due. Required principal payments on the amortizing term loan consist
of $1.375 million quarterly, until maturity, at which time any amounts
outstanding under the facility, are due. Interest on outstanding borrowings is
payable monthly at prime plus 0.50% or LIBOR plus 3.50%. In addition, the
company is required to pay a commitment fee of 0.50% for any unused amounts of
the revolving credit facility. At October 31, 2001, the weighted-average
interest rate for all outstanding borrowings was approximately 6.25%.

Borrowings under the agreement are secured by all of the Company's assets in the
United States and by 100% of the stock of the Company's principal Canadian
subsidiaries. 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





                                       5
<PAGE>

debt to cash flow, and to reduce the amortizing term loan principal at the end
of each quarter beginning July 31, 2001, by the amount of excess 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.

4. GOODWILL AND INTANGIBLE ASSETS

In August 2001, the Company elected to adopt SFAS No. 141, "Business
Combinations," and No. 142, "Goodwill and Intangible Assets." SFAS No. 141
requires the use of the purchase method of accounting and prohibits the use of
the pooling-of-interests method of accounting for business combinations
initiated after June 30, 2001. SFAS No. 141 also requires that the Company
recognize acquired intangible assets apart from goodwill if the acquired
intangible assets meet certain criteria. SFAS No. 141 applies to all business
combinations initiated after June 30, 2001 and for purchase business
combinations completed on or after July 1, 2001. It also requires, upon adoption
of SFAS No. 142, that the Company reclassify, if necessary, the carrying amounts
of intangible assets and goodwill based on the criteria of SFAS No. 141.

SFAS No. 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually. In
addition, SFAS No. 142 requires that the Company identify reporting units for
the purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life.

At October 31, 2001, goodwill and other intangible assets consist of the
following:

Amortization of deferred financing fees is classified as interest expense in the
consolidated statement of operations. Amortization of goodwill ceased effective
August 1, 2001.

The pro forma effect of the adoption of SFAS No. 142 on the reported net income
for the three months ended October 31, 2000 is as follows:


<Table>
<S>                                                                            <C>
           Reported net income                                                  $   498

           Add back:  Amortization of goodwill                                      904
                                                                                -------

           Net income, as adjusted                                              $ 1,402
                                                                                -------

           Basic and diluted earnings per share:

                Reported net income                                             $  0.05

                Amortization of goodwill                                        $  0.09
                                                                                -------

           Basic and diluted earnings per share, as adjusted                    $  0.14
                                                                                -------
</Table>

SFAS No. 142 requires that a transitional impairment test be completed within
six months from the date of adoption. The Company intends to complete the
transitional impairment test within the allotted time.




                                       6
<PAGE>




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

         This discussion contains forward-looking statements, which involve
assumptions regarding Company operations and future prospects. Although the
Company believes its expectations are based on reasonable assumptions, such
statements are subject to risk and uncertainty, including, among other things,
statements with respect to the outcome of the Special Committee's review,
acquisition strategy, competition, foreign exchange, and risks associated with
the local delivery industry. These and other risks are mentioned from time to
time in the Company's filings with the Securities and Exchange Commission.
Caution should be taken that these factors could cause the actual results to
differ from those stated or implied in this and other Company communications.

GENERAL

The Company is a leading provider of same-day delivery and logistics services in
the United States and Canada. Through internal growth and acquisitions, the
Company has built a national network of same-day delivery and logistics systems
in Canada and has established operations in 21 U.S. metropolitan areas.

A significant portion of the Company's revenues is generated in Canada. For the
three month period ended October 31, 2001, Canadian revenues accounted for
approximately 32.8% of total consolidated revenue, compared to 32.5% for the
same period in 2000.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain items from
the Company's condensed statements of consolidated operations, expressed as a
percentage of sales.

<Table>
<Caption>
                                                                  Three months ended
                                                                     October 31,
                                                           ------------------------------
                                                                2001            2000
                                                           -------------    -------------
<S>                                                        <C>              <C>
           Sales                                                   100.0%           100.0%
           Cost of sales                                            70.4%            69.1%
                                                           -------------    -------------
           Gross profit                                             29.6%            30.9%

           Selling, general and
              administrative expenses                               24.0%            24.0%
           Depreciation and amortization                             1.2%             3.2%
           Loss on disposal of assets                                 --%              --%
                                                           -------------    -------------
           Operating income                                          4.4%             3.7%

           Interest expense and other                                1.4%             2.0%
                                                           -------------    -------------

           Income before taxes                                       3.0%             1.7%
                                                           =============    =============
</Table>


THREE MONTHS ENDED OCTOBER 31, 2001 COMPARED TO THREE MONTHS ENDED
OCTOBER 31, 2000.

Net income for the three months ended October 31, 2001 was $907,000 compared to
$498,000 for the three months ended October 31, 2000. Lower selling, general and
administrative and interest expense, along with the elimination of amortization
of goodwill associated with the adoption of Financial Accounting Standards Board
Statement No. 142 ("SFAS No. 142"), more than offset the decline in gross profit
from reduced sales in the three months ended October 31, 2001 compared to the
prior year period. Income tax expense increased $325,000 in 2001 to $916,000
and, as a percentage of income before taxes, was 50% in 2001 compared to 54% in
2000.

Sales for the three months ended October 31, 2001 decreased $3.1 million, or
4.8%, to $62 million from $65 million for the same period in 2000. On a revenue
per day basis, sales declined 4.7% in 2001 compared to 2000, with Canadian sales
declining 5.6% and U.S. sales declining 4.2%. The decrease in the conversion
rate, between the U.S. dollar and the Canadian dollar for the three months ended
October 31, 2001 versus 2000, had the effect of decreasing sales for the three
months ended October 31, 2001 by approximately $0.4 million had the conversion
rate been the same as the prior year. In Canadian




                                       7
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------



dollars, Canadian sales declined 1.4% on a revenue per day basis in 2001 versus
2000.

The decline in sales is directly attributable to the economic slowdown in both
the U.S. and Canada and has primarily impacted on-demand services. During
periods of economic hard times, companies generally ship fewer products or
switch to next day or later service for non-essential deliveries in order to
reduce costs. On-demand sales declined $5.8 million (15.7%) to $31 million, and
from 56.9% to 50.4% as a percentage of total sales in the three months ended
October 31, 2001 compared to the same period last year. The decline in on-demand
sales was partially offset by the growth in dedicated, distribution and
outsourcing. These services increased $2.7 million (9.7%) in the three months
ended October 31, 2001 compared to the same period last year.

Cost of sales for the three months ended October 31, 2001 declined $1.4 million,
or 3.0%, to $43 million from $45 million for the same period ended in 2000 .
Cost of sales, as a percentage of sales, increased to 70.4% for the three months
ended October 31, 2001 from 69.1% for the same period ended in 2000. This
increase in cost of sales primarily results from the increase in scheduled and
distribution and other specialized services revenues as a percentage of total
sales and the associated reduction in on demand revenues. Scheduled and
distribution and other specialized services generally have a higher cost of
sales and lower selling, general and administrative costs than on demand
revenues.

Selling, general and administrative ("SG & A") expenses for the three months
ended October 31, 2001 decreased $780,000, or 5.0%, to $14.8 million from $15.6
million for the same period in 2000 This decrease in SG & A expenses in the
three months ended October 31, 2001 is attributable to several factors. In the
prior year, the Company incurred approximately $400,000 for temporary accounting
assistance related to the re-audit of prior years and severance costs. In the
current year, the Company eliminated approximately $270,000 of non-essential
employee related costs such as travel and entertainment and, through cost
reduction initiatives, reduced communication and office cost by approximately
$200,000. As a percentage of sales, SG & A expenses were 24.0% for the three
months ended October 31, 2001, unchanged from the same period last year due to
lower sales in 2001.

For the three months ended October 31, 2001, depreciation and amortization was
$0.8 million compared to $2.0 million for the same period ended in 2000. This
decrease is primarily attributable to the adoption of SFAS No. 142 ($0.9
million) and the reduction in amortization of covenants not-to-compete that are
fully amortized after three years ($0.3 million). Under SFAS No. 142, goodwill
is no longer amortized but is tested for impairment. The company must complete a
transitional impairment test within six months from the date of adoption. The
Company intends to complete the transitional goodwill impairment test within
this allotted time.

Interest expense for the three months ended October 31, 2001 decreased $435,000
or 32% to $0.9 million from $1.3 million for the same period ended in 2000, and
as a percentage of sales, to 1.4% from 2.0%. This decline results from both a
lower interest rate and lower debt. In the prior year quarter, interest rates
were higher than the current quarter and, in addition, the Company was charged
the default rate of interest (an additional 2%).

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $2.4 million for the three months
ended October 31, 2001 compared to $1.7 million for the same period in 2000. Net
cash provided by operations, prior to changes in current operating assets and
liabilities and deferred income taxes, was $1.9 million for the three months
ended October 31, 2001 compared to $2.8 million for the three months ended
October 31, 2000, a reflection of lower sales and gross profit.

Capital expenditures for the three months ended October 31, 2001 were
approximately $514,000. Management expects annual capital expenditures to be in
the $0.8 to $1.5 million range for the full fiscal year. 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 has entered into interest rate protection arrangements on a portion
of the borrowings under the Credit Facility. The interest rate on $13 million of
outstanding debt has been fixed at 6.14%. This hedging arrangement is effective
October 31, 2001 and matures on February 28, 2003. Amounts outstanding under the
Credit Facility are secured by all of the Company's U.S. assets and 100% of the
stock of its principal Canadian subsidiaries. The Credit Facility also contains
restrictions on the payment of dividends, incurring additional debt, capital
expenditures and investments by the Company as


                                       8
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------


well as requiring the Company to maintain certain financial ratios. Generally,
the Company must obtain the lenders' consent to consummate any acquisition.

The Company's EBITDA (Earnings before interest, taxes, depreciation and
amortization) was approximately $3.4 million for the three months ended October
31, 2001, compared to $4.4 million in the same period last year. This decline is
attributable to lower sales and gross profit in the current year that was
partially offset by lower selling, general and administrative costs. Management
has included EBITDA in its discussion herein as a measure of liquidity because
it believes that it is a widely accepted financial indicator of a company's
ability to service and/or incur indebtedness, maintain current operating levels
of fixed assets and acquire additional operations and businesses. EBITDA should
not be considered as a substitute for statement of operations or cash flow data
from the Company's financial statements, which have been prepared in accordance
with generally accepted accounting principles.

The Company's cash flows from operations for the three months ended October 31,
2001 were approximately $2.4 million. Consequently, purchases of property and
equipment and payments of long-term debt were financed entirely by internally
generated cash flow.

Management expects that its future 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. 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.

DEFERRED TAXES

During the three months ended October 31, 2001, U.S. tax deductions exceeded
financial statement deductions by approximately $1.6 million. As a result, net
deferred tax assets were reduced by approximately $0.6 million during this
quarter, with an offsetting charge to tax expense in the Statement of
Consolidated Operations. The Company has U.S. net operating losses totaling
approximately $15 million and has established an 100% valuation allowance in
accordance with the provisions of SFAS No. 109 for U.S. operating losses 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.

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 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




                                       9
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------


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.

HIGHLY COMPETITIVE INDUSTRY

The market for same-day delivery and logistics services has been and is expected
to remain highly competitive. Competition is often intense, particularly for
basic delivery services. High fragmentation and low barriers to entry
characterize the industry. Other companies in the industry compete with the
Company not only for provision of services but also for 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.

CLAIMS EXPOSURE

As of December 1, 2001, the Company utilized the services of approximately 4,600
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 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.

CERTAIN TAX MATTERS RELATED TO DRIVERS

Substantially all of the Company's drivers own their own vehicles and as of
December 1, 2001, 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 were required to pay
withholding taxes and pay for and administer added employee benefits to these
drivers, the Company's operating costs would increase. Additionally, if the
Company is required to pay back-up withholding with respect to amounts
previously paid to such drivers, it may also be required to pay penalties or be
subject to other liabilities as a result of incorrect classification of such
drivers. 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.

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.



                                       10
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------



FOREIGN EXCHANGE

Significant portions of the Company's operations are conducted in Canada.
Exchange rate fluctuations between the U.S. and Canadian dollars result in
fluctuations in the amounts relating to the Canadian operations reported in the
Company's consolidated financial statements. The Canadian dollar is the
functional currency for the Company's Canadian operations; therefore, any change
in the exchange rate will affect the Company's reported 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".

PERMITS AND LICENSING

Although recent legislation has significantly deregulated certain aspects of the
transportation industry, the Company's delivery operations are still subject to
various federal (U.S. and Canadian), state, provincial and local laws,
ordinances and regulations that in many instances require certificates, permits
and licenses. Failure by the Company to maintain required certificates, permits
or licenses, or to comply with applicable laws, ordinances or regulations could
result in substantial fines or possible revocation of the Company's authority to
conduct certain of its operations. Furthermore, delays in obtaining approvals
for the transfer or grant of certificates, permits or licenses, or failure to
obtain such approvals, could impede the implementation of the Company's
acquisition program.

DEPENDENCE ON KEY PERSONNEL

The Company's success is largely dependent on the skills, experience and
performance of certain key members of its management. The loss of the services
of any of these key employees could have a material adverse effect on the
Company's business, financial condition and results of operations. The Company's
future success and plans for growth also depend on its ability to attract, train
and retain skilled personnel in all areas of its business. There is strong
competition for skilled personnel in the same-day delivery and logistics
businesses.

RISKS ASSOCIATED WITH THE LOCAL DELIVERY INDUSTRY; GENERAL ECONOMIC CONDITIONS

The Company's revenues and earnings are especially sensitive to events that
affect the delivery services industry including extreme weather conditions,
economic factors affecting the Company's significant customers and shortages of
or disputes with labor, any of which could result in the Company's inability to
service its clients effectively or the inability of the Company to profitably
manage its operations. In addition, downturns in the level of general economic
activity and employment in the U.S. or Canada may negatively impact demand for
the Company's services.

Technological advances in the nature of facsimile and electronic mail have
affected the market for on-demand document delivery services. Although the
Company has shifted its focus to the distribution of non-faxable items and
logistics services, there can be no assurance that these or other technologies
will not have a material adverse effect on the Company's business, financial
condition and results of operations in the future.

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.


                                       11
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------



"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.

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.

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



                                       12

<PAGE>




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
--------------------------------------------------------------------------------


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FOREIGN EXCHANGE EXPOSURE

Significant portions of the Company's operations are conducted in Canada.
Exchange rate fluctuations between the U.S. and Canadian dollar result in
fluctuations in the amounts relating to the Canadian operations reported in the
Company's consolidated financial statements. The Company historically has not
entered into hedging transactions with respect to its foreign currency exposure,
but may do so in the future.

The sensitivity analysis model used by the Company for foreign exchange exposure
compares the revenue and net income figures from Canadian operations, at the
actual exchange rate, to a 10% decrease in the exchange rate. Based on this
model, a 10% decrease would result in a decrease in quarterly revenue of
approximately $2.1 million and a decrease in quarterly net income of
approximately $35,000. 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 an interest rate protection agreement on a portion
of the borrowings under its bank credit facility. Through an interest rate swap,
the interest rate on $13 million of outstanding debt has been fixed at 6.14%.
This hedging agreement is effective October 31, 2001 and expires on February 28,
2003. 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 approximately $0.2 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







                                       13
<PAGE>



PART II. OTHER INFORMATION
--------------------------------------------------------------------------------



                           PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS.

The Company is a party to various legal proceedings arising in the ordinary
course of its business. Management believes that the ultimate resolution of
these proceedings will not, in the aggregate, have a material adverse effect on
the financial condition, results of operations, or liquidity of the Company.


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

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.


         (a)      Exhibits:

                  10.3     Dynamex Inc. Amended and Restated 1996 Stock Option
                           Plan


                  11.1     Calculation of Net Income Per Common Share

         (b)      Reports on Form 8-K:

                     None



                                       14
<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.




                                        DYNAMEX INC.



Dated: December 17, 2001                by /s/ Richard K. McClelland
                                          ------------------------------------
                                          Richard K. McClelland
                                          President, Chief Executive Officer and
                                          Chairman of the Board
                                          (Principal Executive Officer)



Dated: December 17, 2001                by /s/ Ray E. Schmitz
                                          ------------------------------------
                                          Ray E. Schmitz
                                          Vice President - Controller
                                          (Principal Accounting Officer)


<PAGE>





                                  EXHIBIT INDEX



<Table>
<Caption>
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------
<S>             <C>
  10.3          Dynamex Inc. Amended and Restated 1996 Stock Option Plan

  11.1          Calculation of Net Income Per Common Share
</Table>