<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 January 31, 2003

                                       OR

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

                        Commission file number: 000-21057




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

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


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


               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 March 14, 2003 was 11,208,017 shares.

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



<PAGE>


DYNAMEX INC.

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

                                      INDEX

<Table>
<Caption>
                                                                                                 PAGE
<S>                   <C>                                                                        <C>
PART I.  FINANCIAL INFORMATION

           Item 1.    Financial Statements.

                      Condensed Consolidated Balance Sheets                                         2
                         January 31, 2003 (Unaudited) and July 31, 2002

                      Condensed Statements of Consolidated Operations (Unaudited)                   3
                         Three and Six Months ended January 31, 2003 and 2002

                      Condensed Statements of Consolidated Cash Flows (Unaudited)                   4
                         Six Months ended January 31, 2003 and 2002

                      Notes to Condensed Consolidated Financial Statements (Unaudited)              5

           Item 2.    Management's Discussion and Analysis of Financial Condition                   9
                         and Results of Operations.

           Item 3.    Quantitative and Qualitative Disclosures About Market Risk.                  17

           Item 4.    Controls and Procedures                                                      18

PART II.              OTHER INFORMATION

           Item 1.    Legal Proceedings.                                                           19

           Item 4.    Submission of Matters to a Vote of Security Holders                          19

           Item 6.    Exhibits and Reports on Form 8-K.                                            19

           Signature                                                                               20

           Certifications                                                                       21-22

           Exhibit Index                                                                          E-1
</Table>


                                       1
<PAGE>


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

<Table>
<Caption>
                                                                     January 31,      July 31,
                                                                         2003           2002
                                                                     -----------      --------
                                                                     (Unaudited)
<S>                                                                  <C>              <C>
                                          ASSETS
CURRENT
Cash and cash equivalents                                            $     5,980      $  4,489
Accounts receivable (net of allowance for doubtful accounts
   of $660 and $562, respectively)                                        23,699        23,165
Prepaid and other current assets                                           1,806         3,223
Deferred income taxes                                                      1,654         1,657
                                                                     -----------      --------
              Total current assets                                        33,139        32,534

Property and equipment - net                                               4,586         4,627
Goodwill                                                                  44,027        43,739
Intangibles - net                                                          1,026           950
Deferred income taxes                                                     10,389        11,407
Other assets                                                                 592           613
                                                                     -----------      --------
              Total assets                                           $    93,759      $ 93,870
                                                                     ===========      ========

                           LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT
Accounts payable trade                                               $     4,435      $  3,894
Accrued liabilities                                                       13,109        13,543
Current portion of long-term debt                                          5,793         5,778
                                                                     -----------      --------
              Total current liabilities                                   23,337        23,215

Long-term debt                                                            21,513        25,531
                                                                     -----------      --------
Total liabilities                                                         44,850        48,746
                                                                     -----------      --------

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;
   11,208 and 11,207 outstanding, respectively                               112           112
Additional paid-in capital                                                74,064        74,062
Retained deficit                                                         (24,553)      (27,828)
Unrealized foreign currency translation adjustment                          (714)       (1,222)
                                                                     -----------      --------
TOTAL STOCKHOLDERS' EQUITY                                                48,909        45,124
                                                                     -----------      --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $    93,759      $ 93,870
                                                                     ===========      ========
</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                  Six months ended
                                                                   January 31,                        January 31,
                                                         ------------------------------      ------------------------------
                                                             2003              2002              2003              2002
                                                         ------------      ------------      ------------      ------------
                                                                                                                (Restated)
<S>                                                      <C>               <C>               <C>               <C>
 Sales                                                   $     59,331      $     57,077      $    121,063      $    118,813

 Cost of sales                                                 41,997            39,827            85,306            83,283
                                                         ------------      ------------      ------------      ------------

 Gross profit                                                  17,334            17,250            35,757            35,530

 Selling, general and administrative expenses                  14,061            14,326            28,402            29,135
 Depreciation and amortization                                    511               736             1,091             1,518
 (Gain) loss on disposal of property and equipment                (19)                5                13               (13)
                                                         ------------      ------------      ------------      ------------

 Operating income                                               2,781             2,183             6,251             4,890

 Interest expense                                                 604               766             1,217             1,676
 Other (income) expense                                           (60)              573               (74)              547
                                                         ------------      ------------      ------------      ------------

 Income before taxes                                            2,237               844             5,108             2,667

 Income tax expense                                               930             1,294             1,833             2,210
                                                         ------------      ------------      ------------      ------------

Income (loss) before cumulative effect of change in
  accounting principle                                          1,307              (450)            3,275               457

Cumulative effect of change in accounting for goodwill             --                --                --           (19,261)
                                                         ------------      ------------      ------------      ------------

Net income (loss)                                        $      1,307      $       (450)     $      3,275      $    (18,804)
                                                         ============      ============      ============      ============

Basic earnings (loss) per common share:
Before cumulative effect of accounting change            $       0.12      $      (0.04)     $       0.29      $       0.04
Accounting change                                                  --                --                --             (1.87)
                                                         ------------      ------------      ------------      ------------
  Basic earnings (loss) per common share                 $       0.12      $      (0.04)     $       0.29      $      (1.83)
                                                         ============      ============      ============      ============

Diluted earnings (loss) per common share:
Before cumulative effect of accounting change            $       0.12      $      (0.04)     $       0.29      $       0.04
Accounting change                                                  --                --                --             (1.86)
                                                         ------------      ------------      ------------      ------------
  Diluted earnings (loss) per common share               $       0.12      $      (0.04)     $       0.29      $      (1.82)
                                                         ============      ============      ============      ============

Weighted average shares:
   Common shares outstanding                                   11,208            10,363            11,207            10,285
   Adjusted common shares - assuming
      exercise of stock options                                11,334            10,363            11,300            10,320
</Table>

         See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>


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

<Table>
<Caption>
                                                                                    Six months ended
                                                                                       January 31,
                                                                                --------------------------
                                                                                   2003            2002
                                                                                ----------      ----------
<S>                                                                             <C>             <C>
OPERATING ACTIVITIES                                                                            (Restated)
Net income (loss)                                                               $    3,275      $  (18,804)
Adjustments to reconcile net income (loss) to net cash provided
   by operating activities:
   Depreciation and amortization                                                     1,073           1,461
   Amortization and write down of goodwill and intangible assets                        18          30,081
   Provision for losses on accounts receivable                                         314             367
   Deferred income taxes                                                             1,020          (9,634)
   Loss (gain) on disposal of property and equipment                                    13             (13)
Changes in current operating assets and liabilities:
   Accounts receivable                                                                (848)            938
   Prepaids and other assets                                                         1,417           1,835
   Accounts payable and accrued liabilities                                            107            (174)
                                                                                ----------      ----------
Net cash provided by operating activities                                            6,389           6,057
                                                                                ----------      ----------

INVESTING ACTIVITIES
Purchase of property and equipment                                                  (1,044)         (1,147)
Net proceeds from disposal of property and equipment                                    29              12
                                                                                ----------      ----------
Net cash used in investing activities                                               (1,015)         (1,135)
                                                                                ----------      ----------

FINANCING ACTIVITIES
Principal payments on long-term debt                                                (2,900)         (8,098)
Net payments under line of credit                                                   (1,100)         (1,100)
Net proceeds from sale of common stock                                                   3              --
Other assets and deferred financing costs                                             (177)           (429)
                                                                                ----------      ----------
Net cash used in financing activities                                               (4,174)         (9,627)
                                                                                ----------      ----------

                                                                                ----------      ----------
EFFECT OF EXCHANGE RATES ON CASH FLOW INFORMATION                                      291             363
                                                                                ----------      ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 1,491          (4,342)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                       4,489           8,066
                                                                                ----------      ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $    5,980      $    3,724
                                                                                ==========      ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                                                          $      900      $    1,448
                                                                                ==========      ==========
Cash paid for taxes                                                             $      378      $    1,287
                                                                                ==========      ==========

SUPPLEMENTAL SCHEDULE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES
     Issuance of  300 shares in shareholder class action lawsuit settlement     $       --      $      394
</Table>

     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>


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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business - 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 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 Corp. (Canada)
         o        Alpine Enterprises Ltd. (Canada)
         o        Roadrunner Transportation, Inc. (U.S.)
         o        New York Document Exchange Corp. (U.S.)

Basis of presentation - 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 except per
share data are stated in thousands of dollars unless otherwise indicated. Except
as otherwise indicated, references to years mean our fiscal year ending July 31,
2003 or ended July 31 of the year referenced, and comparisons are to the
corresponding period of the prior year.

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, 2002.

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 January 31, 2003, the
results of its operations for the three and six month periods ended January 31,
2003 and 2002, and cash flows for the six month periods ended January 31, 2003
and 2002. The tax provision for the three and six-month periods ended January
31, 2003 and 2002 are based upon management's estimate of the Company's
annualized effective tax rate.

Comprehensive income (loss) - Comprehensive income for the three and six months
ended January 31, 2003 was $1,605 and $3,783, respectively, compared to $201 and
$(18,777) for the same periods ended January 31, 2002. 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 foreign currency translation gains of $298 and $508
in the three and six month periods ended January 31, 2003, respectively,
compared to gains of $651 and $26 for the same periods in the prior year.

Goodwill - Effective August 1, 2001, the Company adopted SFAS No. 142 "Goodwill
and Other Intangible Assets" (SFAS No. 142). 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. The Company completed its goodwill impairment analysis
during the fourth quarter of fiscal 2002 and recognized a transitional goodwill
impairment loss related to its United States operations of $30.0 million and
recorded the charge net of $10.7 million of deferred tax benefits as the
cumulative effect of a change in accounting principle in the Condensed Statement
of Consolidated Operations. The valuations performed as part of the analysis
employed a combination of present value techniques to measure fair value
corroborated by comparisons to estimated market multiples. Third party
specialists were engaged to assist in the valuations. As required by SFAS No.
142, the charge was recorded in the first quarter of fiscal year 2002. Since the
financial statements for that period had previously been released, the six-month
period ended January 31, 2002 presented herein has been restated to reflect this
charge. Management will perform its annual test of impairment during the fourth
quarter of 2003.


                                       5
<PAGE>

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

New accounting pronouncements - In December 2002 the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 148,
Accounting for Stock-Based Compensation - Transition and Disclosure (SFAS No.
148). SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation,
to provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosure about the effects on reported net income of an
entity's accounting policy decisions with respect to stock-based compensation.
This Statement also amends APB Opinion No. 28, Interim Financial Reporting, to
require disclosure about those effects in interim financial statements. SFAS No.
148 is effective for financial statements for fiscal years ending after December
15, 2002. The Company has adopted the interim disclosure provisions of SFAS No.
148 (see Note 4).

2. INTANGIBLES

At January 31, 2003, intangibles and related amortization expense for the three
and six months ended January 31, 2003 and 2002 consist of the following:

<Table>
<Caption>
                                                                                       Amortization Expense
                                                                           Three Months Ended         Six Months Ended
                                                                               January 31,                January 31,
                                              Accumulate                  ---------------------     ---------------------
                                  Cost       Amortization       Net         2003         2002         2003         2002
                                --------     ------------     -------     --------     --------     --------     --------
<S>                             <C>          <C>              <C>         <C>          <C>          <C>          <C>
Covenants not-to-compete        $  9,924     $      9,921     $     3     $      4     $     14     $      8     $     46

Trademarks                           470               77         393            5            5           10           10

Deferred bank financing fees       1,341              711         630          188          210          339          294
                                --------     ------------     -------     --------     --------     --------     --------
Total                           $ 11,735     $     10,709     $ 1,026     $    197     $    229     $    357     $    350
                                --------     ------------     -------     --------     --------     --------     --------
</Table>

During the quarter ended October 31, 2002, the Company capitalized $649 related
to the amendment of its Bank Credit Agreement. These fees are being amortized
over the life of the Bank Credit Agreement, which matures November 2003.
Amortization of deferred financing fees is classified as interest expense in the
consolidated statement of operations. Estimated amortization expense for the
succeeding five fiscal years, including deferred bank financing fees, is $400
for 2003, $270 for 2004 and approximately $20 per year thereafter.



                                       6
<PAGE>

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

3. COMPUTATION OF EARNINGS PER SHARE

The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings (loss) per share computation as required by Statement
of Financial Accounting Standards No. 128, Earnings Per Share. Common stock
equivalents related to stock options are excluded from diluted earnings (loss)
per share calculation if their effect would be anti-dilutive to earnings (loss)
per share before cumulative effect of change in accounting principle.

<Table>
<Caption>
                                                         Three months ended          Six months ended
                                                             January 31,                 January 31,
                                                        ---------------------      ---------------------
                                                          2003         2002          2003         2002
                                                        --------     --------      --------     --------
<S>                                                     <C>          <C>           <C>          <C>
Net income before cumulative effect of
   change in accounting principle                       $  1,307     $   (450)     $  3,275     $    457
Cumulative effect of change in accounting principle           --           --            --      (19,261)
                                                        --------     --------      --------     --------
Net income (loss)                                       $  1,307     $   (450)     $  3,275     $(18,804)
                                                        ========     ========      ========     ========

Weighted average common shares outstanding                11,208       10,363        11,207       10,285
Common share equivalents related to options                  126           --            93           35
                                                        --------     --------      --------     --------
Common shares and common share equivalents                11,334       10,363        11,300       10,320
                                                        ========     ========      ========     ========

Basic earnings (loss) per common share:
Before cumulative effect of accounting change           $   0.12     $  (0.04)     $   0.29     $   0.04
Accounting change                                             --           --            --        (1.87)
                                                        --------     --------      --------     --------
  Basic earnings (loss) per common share                $   0.12     $  (0.04)     $   0.29     $  (1.83)
                                                        ========     ========      ========     ========

Diluted earnings (loss) per common share:
Before cumulative effect of accounting change           $   0.12     $  (0.04)     $   0.29     $   0.04
Accounting change                                             --           --            --        (1.86)
                                                        --------     --------      --------     --------
  Diluted earnings (loss) per common share              $   0.12     $  (0.04)     $   0.29     $  (1.82)
                                                        --------     --------      --------     --------
</Table>


4. STOCK OPTION PLAN

The Company applies APB Opinion No. 25 and related interpretations in accounting
for its stock options. The exercise price of stock options granted is equal to
the market price of the stock on the date of grant; therefore, using the
intrinsic value method to value the options, no compensation cost has been
recognized for stock options in the financial statements. Had the Company
determined compensation cost based on the fair value at the grant date for its
stock options consistent with the method set forth under SFAS No. 123, the
Company's net earnings (loss) would have been reduced to the pro forma amounts
indicated below:

<Table>
<Caption>
                                                         Three months ended               Six months ended
                                                             January 31,                    January 31,
                                                      -------------------------      -------------------------
                                                         2003           2002            2003           2002
                                                      ----------     ----------      ----------     ----------
<S>                                                   <C>            <C>             <C>            <C>
Net income (loss):
  As reported                                         $    1,307     $     (450)     $    3,275     $  (18,804)
  Deduct: Total stock based compensation
   expense determined under fair value based
   method for all awards, net of related tax effects          62            159             130            305
                                                      ----------     ----------      ----------     ----------

Pro forma net income (loss)                           $    1,245     $     (609)     $    3,145     $  (19,109)
                                                      ==========     ==========      ==========     ==========

Earning (loss) per share:
  Basic - as reported                                 $     0.12     $    (0.04)     $     0.29     $    (1.83)
  Basic - pro forma                                   $     0.11     $    (0.06)     $     0.27     $    (1.86)
  Diluted - as reported                               $     0.12     $    (0.04)     $     0.29     $    (1.82)
  Diluted - pro forma                                 $     0.11     $    (0.06)     $     0.27     $    (1.85)
</Table>


                                       7
<PAGE>

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


The fair value of each grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 2003 and 2002, respectively: dividend yield of 0%
for all years; expected volatility of 76% and 73%; risk-free interest rate of
4.10% and 5.10%; and expected lives of an average of 10 years for all years. The
weighted average fair value of options granted during 2003 and 2002 was $3.13
and $1.86, respectively.


                                       8
<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,
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 22 U.S. metropolitan areas.

Effective August 1, 2001, the Company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets" (SFAS No. 142). As a result of the adoption of this new
accounting pronouncement, a goodwill impairment charge of $19.3 million was
recognized during fiscal 2002. In accordance with SFAS No. 142 and other
accounting pronouncements, the Company measured the impairment during fiscal
2002, and once the impairment was finalized, recorded the charge with an
effective date of August 1, 2001. Since the quarterly financial statements for
fiscal year 2002 had previously been released, prior year financial statements
presented herein have been restated to reflect this charge. The following
discussion of the Company's results of operations is based on income before the
accounting change.

A significant portion of the Company's revenues is generated in Canada. For the
three and six month periods ended January 31, 2003, Canadian revenues accounted
for approximately 33.5% of total consolidated revenue in each period, compared
to 32.7% and 32.8%, respectively for the same periods in 2002.

RESULTS OF OPERATIONS


<Table>
<Caption>
                                                       Three months ended            Six months ended
                                                           January 31,                  January 31,
                                                      ----------------------      ----------------------
                                                        2003          2002          2003          2002
                                                      --------      --------      --------      --------
<S>                                                   <C>           <C>           <C>           <C>
Sales                                                    100.0%        100.0%        100.0%        100.0%

Cost of sales                                             70.8%         69.8%         70.5%         70.1%
                                                      --------      --------      --------      --------

Gross profit                                              29.2%         30.2%         29.5%         29.9%

Selling, general and administrative expenses              23.7%         25.1%         23.5%         24.5%
Depreciation and amortization                              0.9%          1.3%          0.9%          1.3%
(Gain) loss on disposal of property and equipment          0.0%          0.0%          0.0%          0.0%
                                                      --------      --------      --------      --------

Operating income                                           4.6%          3.8%          5.1%          4.1%

Interest expense                                           1.0%          1.3%          1.0%          1.4%
Other (income) expense                                   -0.1%           1.0%        -0.1%           0.5%
                                                      --------      --------      --------      --------

Net income before taxes                                    3.8%          1.5%          4.2%          2.2%

Income tax expense                                         1.6%          2.3%          1.5%          1.9%
                                                      --------      --------      --------      --------

Net income (loss) before accounting change                 2.2%        -0.8%           2.7%          0.3%
                                                      --------      --------      --------      --------
</Table>


                                       9
<PAGE>


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


THREE MONTHS ENDED JANUARY 31, 2003 COMPARED TO THREE MONTHS ENDED JANUARY 31,
2002

Net income for the three months ended January 31, 2003 was $1.3 million ($0.12
per share) compared to a net loss for the three months ended January 31, 2002 of
$450,000 ($0.04 per share). The increase was attributable to increased sales
volume and lower selling, general and administrative expenses ("SG & A"),
depreciation, interest and income taxes. Results for the prior year quarter
include one-time charges totaling $1.2 million associated with a tax
reorganization of the Company's Canadian operations that allowed the Company to
repatriate excess Canadian cash and pay down long-term debt by $5 million. These
charges include a non-cash foreign currency translation adjustment of $714,000,
Canadian taxes of $226,000 and professional fees of approximately $210,000.

Sales for the three months ended January 31, 2003 increased $2.3 million, or
3.9%, to $59.3 million from $57.1 million for the same period in 2002. There was
an increase in the conversion rate between the U.S. dollar and the Canadian
dollar that had the effect of increasing sales for the three months ended
January 31, 2003 by approximately $0.4 million had the conversion rate been the
same as the period ended in 2002. On a revenue per day basis, Canadian sales
increased 6.4% and U.S. sales increased 2.8%. In Canadian dollars, Canadian
sales increased 4.2% on a revenue per day basis in 2003 versus 2002.

The increase in sales came primarily from the Company's scheduled, distribution
and outsourcing services. These services increased $1.5 million (5.2%) in the
quarter ended January 31, 2003 compared to the same period in the prior year.
On-demand sales, which had been especially impacted by the soft economy, showed
modest growth of 2.7% in the second quarter of 2003. On demand services
comprised 49.0% of total sales in the three months ended January 31, 2003
compared to 49.6% in the same period last year. While on demand services will
continue to be a major component of the Company's product offerings, it is
believed that the major growth opportunities are in the scheduled, distribution
and outsourcing services.

Cost of sales for the three months ended January 31, 2003 increased $2.2
million, or 5.4%, to $42.0 million from $39.8 million for the same period in
2002. Cost of sales, as a percentage of sales, increased to 70.8% for the three
months ended January 31, 2003 from 69.8% for the same period ended in 2002. Of
this 1% increase in costs of sales as a percentage of sales, approximately 0.6%
is attributable to personnel and independent contractor costs, primarily
resulting from the change in the overall business mix of the Company. Scheduled
and distribution and other specialized services sales are increasing as a
percentage of total sales while on demand sales have declined as a percentage of
sales. Scheduled and distribution and other specialized services generally have
a higher cost of sales and lower selling, general and administrative costs than
on demand sales. The remaining increase is related to higher insurance costs,
primarily workers compensation, and increased communication costs resulting from
functionality upgrades.

Selling, general and administrative expenses for the three months ended January
31, 2003 decreased $265,000, or 1.8%, to $14.1 million from $14.3 million for
the same period in 2002. This decrease is attributable to several factors.
Professional fees decreased approximately $200,000 due to legal fees incurred
during the three month period ended January 31, 2002 related to the tax
reorganization of our Canadian operations. A decrease in communication costs of
approximately $140,000 was offset by an increase in occupancy costs of $125,000,
the result of rent escalations. As a percentage of sales, SG & A expenses were
23.7% for the three months ended January 31, 2003, compared to 25.1% in the same
period last year.

For the three months ended January 31, 2003, depreciation and amortization was
$0.5 million compared to $0.7 million for the same period ended in 2002. This
decrease is due primarily to lower capital expenditures in 2002 and 2001
compared to prior years, primarily because major software purchases were
completed in prior years and the decision was made to transition to two-way
mobile data units to communicate with drivers that require no capital
expenditure.

Interest expense for the three months ended January 31, 2003 was $0.6 million,
down 21% from the prior year period. This decrease is attributable to lower
outstanding debt. The weighted average interest rate at January 31, 2003 was
5.74%, up from 5.70% at January 31, 2002. The rate is slightly higher in the
current quarter because the interest rate on $13 million of outstanding debt has
been fixed at 6.14%.

The effective income tax rate declined from 153% in the three-month period ended
January 31, 2002 to 42% in the current period. The primary reason for this
decline is the increase in U.S. taxable income that is substantially offset by
the utilization of the net operating loss carryforwards generated in prior
years, and further by a marginally lower tax rate in Canada in the


                                       10
<PAGE>


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


current year period. The prior year also included a $226,000 non-recurring tax
expense and a $714,000 non-tax deductible foreign exchange loss related to the
tax reorganization of the Company's Canadian operations.

SIX MONTHS ENDED JANUARY 31, 2003 COMPARED TO SIX MONTHS ENDED JANUARY 31, 2002

Net income for the six months ended January 31, 2003 was $3.3 million ($0.29 per
share) compared to net income before the accounting change of $457,000 ($0.04
per share) for the same period in 2002. This improvement results from slightly
higher gross profit associated with increased sales and lower selling, general
and administrative, interest, depreciation and amortization expense and lower
income taxes. Results for the prior period include one-time charges totaling
$1.2 million associated with restructuring Canadian operations that allowed the
Company to repatriate excess Canadian cash and pay down long-term debt by $5
million. These charges include a non-cash foreign currency translation
adjustment of $714,000, Canadian taxes of $226,000 and professional fees of
approximately $210,000.

Sales for the six months ended January 31, 2003 increased $2.3 million, or 1.9%,
to $121 million from $119 million for the same period in 2002. The increase in
the conversion rate between the U.S. dollar and the Canadian dollar had the
effect of increasing sales for the six months ended January 31, 2003 by
approximately $200,000 had the conversion rate been the same as in 2002. On
demand sales increased slightly to $60.0 million from $59.4 million in the same
period in the prior year, and sales from scheduled, distribution and outsourcing
services increased 2.8%, from $59.4 million to $61.1 million. The larger
increase in the scheduled, distribution and outsourcing services is due
primarily from focused sales efforts in those areas.

Cost of sales for the six months ended January 31, 2003 increased both in terms
of absolute dollars and as a percentage of sales, by $2.0 million and 0.4%,
respectively, to $85.3 million from $83.3 million for the same period in 2002.
Scheduled and distribution and other specialized services sales are increasing
as a percentage of total sales while on demand sales have declined as a
percentage of sales. Scheduled and distribution and other specialized services
generally have a higher cost of sales and lower selling, general and
administrative costs than on demand sales. This change in the business mix of
the Company resulted in cost of sales increasing as a percentage of sales from
70.1% in the six months ended January 31, 2002 to 70.5% in the same period of
the current fiscal year.

SG & A expenses for the six months ended January 31, 2003 decreased $0.7
million, or 2.5%, to $28.4 million from $29.1 million for the same period in
2002. As a percentage of sales, SG & A expenses decreased from 24.5% for the six
months ended January 31, 2002 to 23.5% in 2003. This decline is due to several
factors. Salaries and benefits declined approximately $230,000 as a result of
the change in the business mix that requires fewer personnel in the dispatch and
customer service areas, as well as lower administrative salaries. A reduction in
communication costs of approximately $240,000 was offset almost entirely by an
increase in occupancy costs due to rent escalations. Legal and professional fees
decreased almost $500,000 as a result of the conversion of U.S. payroll
processing from an outsourced third-party provider to the in-house Oracle
HR/Payroll system and non-recurring legal fees of $210,000 incurred in the
period ended January 31, 2002 related to the tax reorganization of our Canadian
operations.

Depreciation and amortization for the six months ended January 31, 2003 was $1.1
million compared to $1.5 million for the same period in 2002. This decrease is
primarily attributable to lower capital expenditures in 2002 and 2001 compared
to prior years, primarily because major software purchases were completed in
prior years and the decision was made to transition to two-way mobile data units
to communicate with drivers that require no capital expenditure.

Interest expense decreased $0.5 million or 27.4% for the six months ended
January 31, 2003 compared to same period in 2002 and as a percentage of sales,
to 1.0% from 1.4%. This decrease primarily results from lower debt levels.

The effective income tax rate declined from 83% in the six-month period ended
January 31, 2002 to 36% in the current period. The primary reason for this
decline is the increase in U.S. taxable income that is substantially offset by
the utilization of the net operating loss carryforwards generated in prior
years, and further by a marginally lower tax rate in Canada in the current year
period. The prior year also included a $226,000 non-recurring tax expense and a
$714,000 non-tax deductible foreign exchange loss related to the tax
reorganization of the Company's Canadian operations.


                                       11
<PAGE>

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


LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $6.4 million for the six months
ended January 31, 2003 compared to $6.1 million for the same period in 2002. Net
cash provided by operations, prior to changes in current operating assets and
liabilities and deferred income taxes, was $4.7 million for the six months ended
January 31, 2003 compared to $2.3 million for the six months ended January 31,
2002 (before the effects of the write-off of goodwill), due to the higher income
before the accounting change. The Company has dedicated specific resources to
the collection of accounts receivable and, as a result, has seen a significant
decline over the last two years in the amount of accounts written off as
uncollectible. This trend is reflected in the reduction of the Company's
allowance for doubtful accounts.

Capital expenditures for the six months ended January 31, 2003 were
approximately $1.0 million. Management expects annual capital expenditures to be
in the $1.5 to $2.0 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.

As of January 31, 2003, the Company's bank credit agreement (Credit Agreement)
consisted of an amortizing term loan of $15.6 million and a revolving credit
facility of $19.5 million due November 30, 2003. Amounts outstanding under the
revolving credit facility included borrowings of $11.4 million and outstanding
letters of credit totaling $4.2 million. Interest on outstanding borrowings is
payable monthly at prime plus 0.50% or LIBOR plus 3.50%. The Company has entered
into interest rate protection arrangements on a portion of the borrowings under
the Credit Agreement. 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. At the expiration of the current agreement, the
Company intends to enter into a new interest rate protection agreement on a
minimum of 30% of the then outstanding Loans as required by the Credit
Agreement. Amounts outstanding under the Credit Agreement are secured by all of
the Company's U.S. assets and 100% of the stock of its principal Canadian
subsidiaries. The Credit Agreement also contains restrictions on the payment of
dividends, incurring additional debt, capital expenditures and investments by
the Company as well as requiring the Company to maintain certain financial
ratios. Generally, the Company must obtain the lenders' consent to consummate
any acquisition.

The Company's EBITDA (Earnings before interest, taxes, depreciation and
amortization) was approximately $7.4 million for the six months ended January
31, 2003, compared to $6.8 million in the same period last year. This increase
is attributable to higher sales and lower selling, general and administrative
costs. The 2002 EBITDA does not include unusual and non-recurring items related
to the Company's Canadian tax reorganization. Management believes that including
these items in the EBITDA calculation would distort the comparability of the
prior year to the current year EBITDA. Management has included EBITDA in its
discussion herein as a measure of liquidity because it believes that it is a
widely accepted financial indicator of a company's ability to service and/or
incur indebtedness, maintain current operating levels of fixed assets and
acquire additional operations and businesses. EBITDA should not be considered as
a substitute for statement of operations or cash flow data from the Company's
financial statements, which have been prepared in accordance with generally
accepted accounting principles. In addition, the Company's definition of EBITDA
may not be identical to similarly entitled measures used by other companies. The
following table reconciles net income (loss) presented in accordance with
generally accepted accounting principles (GAAP) to EBITDA, which is a non-GAAP
financial measure (in thousands):


<Table>
<Caption>
                                                            Three months ended           Six months ended
                                                                 January 31,                January 31,
                                                           ---------------------      ---------------------
                                                             2003         2002          2003         2002
                                                           --------     --------      --------     --------
<S>                                                        <C>          <C>           <C>          <C>
Net income (loss)                                          $  1,307     $   (450)     $  3,275     $(18,804)
Adjustments:
Cumulative effect of change in accounting for goodwill           --           --            --       19,261
 Income tax expense                                             930        1,294         1,833        2,210
 Interest expense                                               604          766         1,217        1,676
 Depreciation and amortization                                  511          736         1,091        1,518
                                                           --------     --------      --------     --------
EBITDA                                                        3,352        2,346         7,416        5,861
Canadian tax reorganization:
 Foreign currency transaction loss                               --          714            --          714
 Legal and professional fees                                     --          210            --          210
                                                           --------     --------      --------     --------
EBITDA adjusted for unusual/non-recurring charges          $  3,352     $  3,270      $  7,416     $  6,785
                                                           --------     --------      --------     --------
</Table>



                                       12
<PAGE>


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


The Company's cash flows from operations for the six months ended January 31,
2003 were approximately $6.4 million. Consequently, purchases of property and
equipment and payments of long-term debt were financed entirely by internally
generated cash flow.

During the third quarter of fiscal 2003, the Company expects to repatriate
surplus Canadian cash of $2.5 million, less 5% Canadian tax withholding. We will
use these funds to reduce the outstanding bank debt and for general corporate
purposes. The Company expects to pay only minimal cash taxes on this transaction
in the United States because it will utilize available net operating loss
carryforwards to offset the income impact.

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.

CONTRACTUAL OBLIGATIONS

The following table sets forth the Company's contractual commitments as of
January 31, 2003 for the periods indicated (in thousands):

<Table>
<Caption>
                                          Less than
                               Total        1 year    1-3 years    3-5 years    Thereafter
                             ---------    ---------   ---------    ---------    ----------
<S>                          <C>          <C>         <C>          <C>          <C>
Long-term debt               $  27,302    $   5,789   $  21,513    $      --      $   --
Capital lease obligations            4            4          --           --          --
Operating leases                10,725        4,372       4,662        1,283         408
                             ---------    ---------   ---------    ---------      ------

Total                        $  38,031    $  10,165   $  26,175    $   1,283      $  408
                             ---------    ---------   ---------    ---------      ------
</Table>


The Company has entered into an employment agreement with its CEO which provides
for the payment of a base salary in the annual amount of $300,000, participation
in an executive bonus plan, an auto allowance, and participation in other
employee benefit plans. In addition, the Company has entered into retention
agreements with certain key executive officers and other employees that provide
certain benefits in the event their employment is terminated subsequent to a
change in control of the Company, as defined in the retention agreements. The
Company believes that it is unlikely that these circumstances will transpire,
but if they did the potential exposure could range between $3 million and $4
million.

DEFERRED TAXES

During the six months ended January 31, 2003, U.S. tax deductions exceeded
financial statement deductions by approximately $3.2 million. As a result, net
deferred tax assets were reduced by approximately $1.1 million during this
period, with an offsetting charge to tax expense in the Condensed Statement of
Consolidated Operations. The Company has U.S. net operating losses totaling
approximately $13.6 million at January 31, 2003 and has established a 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.


                                       13
<PAGE>


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


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 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 January 31, 2003, the Company utilized the services of approximately 4,300
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 limit of $20 million.
Drivers are required to maintain vehicle 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 supply their own vehicles and as of
January 31, 2003, over 84% 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


                                       14
<PAGE>

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


the drivers are deemed to be employees rather than independent contractors, then
the Company may be required to increase their compensation since the Company
likely will be required to modify the drivers' 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 require the
Company 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 supply and operate their own
vehicles during the course of their employment. The Company reimburses these
employees for all or a portion of the operating costs of those vehicles. The
Company believes that these reimbursement arrangements do not represent
additional compensation to those employees. However, there can be no assurance
that federal (U.S. and Canadian), state or provincial taxing authorities will
not seek to recharacterize some or all of such payments as additional
compensation. If such amounts were so recharacterized, the Company would have to
pay additional employment related taxes on such amounts, and may also be
required to pay penalties, which could have an adverse impact on the Company's
financial condition and results of operations, and/or to restate financial
information from prior periods.

FOREIGN EXCHANGE

Significant portions of the Company's operations are conducted in Canada.
Exchange rate fluctuations between the U.S. and Canadian 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

The Company's delivery operations are 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.

DEPENDENCE ON KEY PERSONNEL

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

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 three-dimensional products, 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.


                                       15
<PAGE>


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


DEPENDENCE ON AVAILABILITY OF QUALIFIED COURIER PERSONNEL

The Company is dependent upon its ability to attract and retain 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 and upgrade its pool of available
couriers and support personnel 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.

"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 retain independent contractor drivers may be
     impacted by our ability to pass on fuel cost increases to customers to
     maintain profit margins and the quality of driver pay.


                                       16
<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 $2.0 million and a decrease in quarterly net income of
approximately $0.1 million. 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 expires on February 28, 2003 and will be renewed in
accordance with the terms of the bank credit agreement in an amount of 30% of
the then outstanding facility. 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 $0.1 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


                                       17
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES
================================================================================


ITEM 4. CONTROLS AND PROCEDURES

The term "disclosure controls and procedures" is defined in Rules 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934 (Exchange Act). These rules
refer to the controls and other procedures of a company that are designed to
ensure that information required to be disclosed by a company in the reports
that it files under the Exchange Act is recorded, processed, summarized and
reported within required time periods. The Company's Chief Executive and Chief
Financial Officer have evaluated the effectiveness of the Company's disclosure
controls and procedures as of a date within 90 days before the filing of this
quarterly report (the Evaluation Date), and have concluded that, as of the
Evaluation Date, such controls and procedures were effective at ensuring that
required information will be disclosed on a timely basis in reports filed under
the Exchange Act.

The Company maintains a system of internal accounting controls that is designed
to provide reasonable assurance that the Company's books and records accurately
reflect its transactions and that the established policies and procedures are
followed. Subsequent to the date of our most recent evaluation, there were no
significant changes to internal controls or in other factors that could
significantly affect the Company's internal controls.


                                       18
<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.

We held our Annual Meeting of Shareholders on January 14, 2003. At the meeting,
our shareholders voted on the following three proposals:

     Proposal 1: To elect the following nominees as directors:

<Table>
<Caption>
      Nominee                             For                      Withheld
      -------                             ---                      --------
<S>                                    <C>                         <C>
Richard K. McClelland                  9,946,364                    45,157
Kenneth H. Bishop                      9,946,364                    45,157
Brian J. Hughes                        9,946,264                    45,257
Wayne Kern                             9,945,746                    45,775
Stephen P. Smiley                      9,946,364                    45,157
Bruce E. Ranck                         9,946,364                    45,157
</Table>

     Proposal No. 2: To approve an amendment to the Company's Amended and
Restated 1996 Stock Option Plan to increase the number of shares available for
grant of stock options thereunder:

<Table>
<Caption>
             For         Against        Abstentions     Broker Non-Votes
             ---         -------        -----------     ----------------
<S>                      <C>            <C>             <C>
         9,683,629       201,324          106,568             -0-
</Table>

     Proposal No. 3: To ratify the appointment of BDO Seidman, LLP as
independent auditors of the Company for the year ending July 31, 2003:

<Table>
<Caption>
             For         Against        Abstentions     Broker Non-Votes
             ---         -------        -----------     ----------------
<S>                      <C>            <C>             <C>
         9,938,279         8,638           44,604             -0-
</Table>


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

     (a)  Exhibits:

          10.2     Dynamex Inc. Amended and Restated 1996 Stock Option Plan

          99.1     Certification of CEO and CFO pursuant to 18 U.S.C. Section
                   1350, as adopted pursuant to Section 906 of the
                   Sarbanes-Oxley Act of 2002

     (b)  Reports on Form 8-K:

          None


                                       19
<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: March 17, 2003                by /s/ Richard K. McClelland
                                        ----------------------------------------
                                        Richard K. McClelland
                                        President, Chief Executive Officer and
                                        Chairman of the Board
                                        (Principal Executive Officer)



Dated: March 17, 2003                by /s/ Ray E. Schmitz
                                        ----------------------------------------
                                        Ray E. Schmitz
                                        Vice President - Chief Financial Officer
                                        (Principal Financial Officer)


Dated: March 17, 2003                by /s/ George S. Stephens
                                        ----------------------------------------
                                        George S. Stephens
                                        Corporate Controller
                                        (Principal Accounting Officer)


                                       20
<PAGE>

                                  CERTIFICATION

I, Richard K. McClelland, President and Chief Executive Officer of Dynamex Inc.
and Subsidiaries ("registrant") certify that:

     1.   I have reviewed this quarter report on Form 10-Q of the registrant;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report;

     4.   The registrant's other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

               a.   Designed such controls and procedures to ensure that
                    material information relating to the registrant, including
                    its consolidated subsidiaries, is made known to us by others
                    within those entities, particularly during the period in
                    which this quarterly report is being prepared;

               b.   Evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing of this quarterly report (the "Evaluation Date");
                    and

               c.   Presented in this quarterly report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent function);

               a.   All significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weakness in internal
                    controls, and

               b.   Any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.



Dated: March 17, 2003              by  /s/ Richard K. McClelland
                                       -----------------------------------------
                                       Richard K. McClelland
                                       President, Chief Executive Officer and
                                       Chairman of the Board
                                       (Principal Executive Officer)


                                       21
<PAGE>


                                  CERTIFICATION

I, Ray E. Schmitz, Vice President and Chief Financial Officer of Dynamex Inc.
and Subsidiaries ("registrant") certify that:

     1.   I have reviewed this quarter report on Form 10-Q of the registrant;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report;

     4.   The registrant's other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

               a.   Designed such controls and procedures to ensure that
                    material information relating to the registrant, including
                    its consolidated subsidiaries, is made known to us by others
                    within those entities, particularly during the period in
                    which this quarterly report is being prepared;

               b.   Evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing of this quarterly report (the "Evaluation Date");
                    and

               c.   Presented in this quarterly report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;


     5.   The registrant's other certifying officer and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent function);

               a.   All significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weakness in internal
                    controls, and

               b.   Any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and


     6.   The registrant's other certifying officer and I have indicated in this
          quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.



Dated:  March 17, 2003              by  /s/ Ray E. Schmitz
                                        ----------------------------------------
                                        Ray E. Schmitz
                                        Vice President - Chief Financial Officer
                                        (Principal Financial Officer)


                                       22
<PAGE>


                                  EXHIBIT INDEX


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

           99.1     Certification of CEO and CFO pursuant to 18 U.S.C. Section
                    1350, as adopted pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002
</Table>



                                      E-1