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

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March~~June 3130, 2001

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ~~___________________~~ _______________ to ~~_____________________~~ ___________________________

Commission file number 0-23210

TRISM, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	13-3491658
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4174 Jiles Road, Kennesaw, Georgia 30144
(Address of principal executive offices) (Zip Code)

(770) 795-4600
Registrant's telephone number, including area code

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

[ X ] Yes [ ] No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

[ X ] Yes [ ] No

As of ~~May~~October 2131, 2001,; 21,~~000~~999,~~000~~649 shares of TRISM, Inc.'s common stock, par value $.01 per share, were outstanding.

~~TRISM, INC.~~ TABLE OF CONTENTS

	ITEM		PAGE
PART I - FINANCIAL INFORMATION
Part I	FINANCIAL INFORMATION
Item	Page
	Item 1.	Financial Statements	3
1.	Financial Statements	3
	Item 2.	Management's Discussion and Analysis of	12
2.	Management's Discussion and Analysis of Results of Operations	17
		Financial Condition and Results of Operations
3.	Quantitative and Qualitative Disclosures about Market Risk	22
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	16
PART II - OTHER INFORMATION
Part II	OTHER INFORMATION
Item	Page
	Item 3.	Default upon Senior Securities	16
1.	Legal Proceedings	Not Applicable
	Item 6.	Exhibits and Reports on Form 8-K	17
2.	Changes in Securities and Use of Proceeds	23
3.	Defaults upon Senior Securities	23
4.	Submission of Matters to a Vote of Security Holders	Not Applicable
5.	Other Information	Not Applicable
6.	Exhibits and Reports on Form 8-K	24

PART I - FINANCIAL INFORMATION

~~ITEM~~Item 1. Financial Statements

TRISM, Inc.
Consolidated Balance Sheets
(In thousands)
As of June 30, 2001 and December 31, 2000
March 31, 2001 December 31, 2000
(In thousands, except share amounts, unaudited)
(unaudited)
ASSETS June 30, 2001 December 31, 2000
ASSETS
Current assets:
Current assets:
Cash and cash equivalents $ 2,123 $ 194
Cash and cash equivalents $ 339 $ 194
Restricted cash and insurance deposits 4,521 2,500
Restricted cash and insurance deposits 3,546 2,500
Accounts receivable, net of allowance for doubtful accounts
Accounts receivable, net of allowance for doubtful accounts
of $1,797 and $1,627 at June 30, 2001 and December 31, 33,493 36,002
of $1,974 and $1,627 for 2001 and 2000, respectively 34,149 36,002
2000, respectively
Other accounts receivable 570 622
Other receivables 895 622
Total accounts receivable 34,719 36,624
Materials and supplies 680 850
Materials and supplies 682 850
Prepaid insurance 3,273 7,942
Prepaid insurance 5,536 7,942
Other prepaid expenses 3,115 3,716
Other prepaid expenses 3,050 3,716
Total current assets 48,100 51,826
Total current assets 47,872 51,826
Property and equipment, at cost 102,781 117,040
Property and equipment, at cost 116,557 117,040
Less: accumulated depreciation and amortization (19,814) (12,315)
Less: accumulated depreciation and amortization (16,226) (12,315)
Net property and equipment 82,967 104,725
Net property and equipment 100,331 104,725
Other assets, net 1,960 1,739
Other assets, net 1,911 1,739
Total assets $ 133,027 $ 158,290
Total assets $ 150,114 $ 158,290
LIABILITIES AND STOCKHOLDERS' EQUITY
=========== ===========
Current liabilities:
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 17,533 $ 15,831
Current liabilities:
Bank overdraft 0 1,261
Accounts payable $ 16,017 $ 15,831
Accrued expenses and insurance reserves 14,592 18,330
Bank overdraft 861 1,261
Current maturities of long-term debt:
Accrued expenses and insurance reserves 17,074 18,330
Principal payments 11,189 14,222
Current maturities of long-term debt:
Residual obligations on equipment debt 9,323 4,975
Principal payments on equipment debt 12,289 14,222
Long term debt classified as current:
Residual obligations on equipment debt 8,728 4,975
Revolving credit facility 28,489 25,440
Long term debt classified as current:
Equipment debt 30,934 35,004
Revolving credit facility 26,497 25,440
Senior subordinated notes 30,000 30,000
Equipment debt 29,887 35,004
Total current liabilities 142,060 145,063
Senior subordinated notes 30,000 30,000
Insurance reserves 7,337 7,080
Total current liabilities 141,353 145,063
Total liabilities 149,397 152,143
Insurance reserves 7,091 7,080
Stockholders' equity:
Total liabilities 148,444 152,143
Common stock; $.01 par; 5,000,000 shares authorized;
Stockholders' equity:
2,000,000 shares issued and 1,999,649 outstanding. 20 20
Common stock; $.01 par value; 5,000 shares authorized;
Additional paid-in capital 19,980 19,980
2,000 shares issued 20 20
Accumulated deficit (36,370) (13,853)
Additional paid-in capital 19,980 19,980
Treasury stock, at cost, 351 shares - -
Accumulated deficit (18,330) (13,853)
Total stockholders' equity (deficit) (16,370) 6,147
Total stockholders' equity 1,670 6,147
Total liabilities and stockholders' equity $ 133,027 $ 158,290
Total liabilities and stockholders' equity $ 150,114 $ 158,290
=========== ===========

See notes to unaudited consolidated financial statements.

~~ITEM 1.~~ Financial Statements continued

TRISM, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts, unaudited)
For the three months ended June 30, 2001 and 2000
			Predecessor
(In thousands, except share and per share amounts, unaudited)
	Reorganized Company		Company
	Three		Three
	Three	One and one half	One and one half
	Months Ended		Months Ended
	Months Ended	Months Ended	Months Ended
	June 30, 2001		June 30, 2000
	March 31, 2001	March 31, 2000	February 15, 2000
Revenues	$ 61,522		$ 68,883
Revenues	$ 62,995	$ 36,899	$ 32,609
Operating expenses:
Salaries, wages and fringe benefits	21,~~549~~343	~~11,766~~	1122,~~146~~319
Operating supplies and expenses	10,238	5,542	5,209
Impairment loss on revenue equipment	13,309		0
Brokerage carrier expense	7,451	4,270	3,679
Operating supplies and expenses	10,655		11,035
Contractor equipment	78,~~442~~342	~~4,938~~	310,~~436~~427
Operating taxes and licenses	5,286	2,974	2,700
Brokerage carrier expense	3,918		5,300
Claims and insurance	4,226	1,471	1,417
Operating taxes and licenses	4,982		6,013
Depreciation and amortization	4,056	1,748	2,243
Claims and insurance	4,173		2,889
General supplies and expenses	3,124	1,531	1,485
Depreciation and amortization	4,140		3,566
Communications and utilities	1,097	598	555
General supplies and expenses	3,856		3,415
Revenue equipment rents	213	869	994
Communications and utilities	1,034		571
(Gain) loss on disposition of assets	~~(83)~~409	~~(4)~~	3(223)
Total operating expenses	64,599	35,703	32,867
Revenue equipment rents	151		1,486
Operating income (loss)	(1,604)	1,196	(258)
Loss on disposal of super heavy haul assets	0		156
Interest expense, net	2,666	1,087	686
Total operating expenses	76,312		66,954
Other expense, net	206	80	38
Operating income (loss)	(14,790)		1,929
Reorganization items:
Interest expense, net	3,044		2,316
Financial restructuring costs	-	-	200
Other expense, net	252		25
Loss on adjustment of assets to
Net loss from continuing operations	(18,086)		(412)
fair market value	-	-	39,450
Income from discontinued operations of logistics
Income (loss) before extraordinary item	(4,476)	29	(40,632)
segment, net of income tax of $0.	46		64
Extraordinary item, gain on extinguishment
Net loss	$ (18,040)		$ (348)
of debt	-	-	42,682
Basic and diluted earnings (loss) per share:
Net income (loss)	$ (4,476)	$ 29	$ 2,050
Net loss from continuing operations	$ (9.04)		$ (0.20)
	==========	==========	==========
Discontinued operations	0.02		0.03
Basic and diluted earnings (loss) per share
Net loss	$ (9.02)		$ (0.17)
Income (loss) before extraordinary item	$ (2.24)	$ 0.01	$ (7.13)
Extraordinary item	-	-	7.49
Net income (loss)	$ (2.24)	$ 0.01	$ 0.36
	==========	==========	==========
Weighted average number of shares used in
computation of basic and diluted earnings
(loss) per share	21,~~000~~999,649	~~2,000~~	51,~~702~~999,649
	==========	==========	==========

See notes to unaudited consolidated financial statements.

~~ITEM 1.~~ Financial Statements continued

TRISM, Inc.
Consolidated Statements of Cash Flows
Consolidated Statements of Operations
(In thousands, unaudited)
For the six months ended June 30, 2001 and 2000
Predecessor
(In thousands, except share and per share amounts, unaudited)
Reorganized Company Company
Reorganized Predecessor
Three One and one half One and one half
Company Company
Months Ended Months Ended Months Ended
Four and One and
March 31, 2001 March 31, 2000 February 15, 2000
Six one half one half
Cash flows from operating activities:
Months Ended Months Ended Months Ended
Net income (loss) $ (4,476) $ 29 $ 2,050
June 30, 2001 June 30, 2000 February 15, 2000
Adjustments to reconcile net income (loss) to net cash
Revenues $ 119,530 $ 103,343 $ 30,222
provided by operating activities:
Operating expenses:
Depreciation and amortization 4,056 1,748 2,243
Salaries, wages and fringe benefits 42,071 33,744 10,829
Amortization of deferred financing costs 75 37 -
Impairment loss on revenue equipment 13,309 0 0
Loss (gain) on disposition of assets (83) (4) 3
Operating supplies and expenses 20,862 16,545 5,199
Provision for losses on accounts receivable 412 95 176
Contractor equipment 15,785 15,365 3,436
Changes in assets and liabilities:
Brokerage carrier expense 7,443 7,656 1,813
Restricted cash and insurance deposits (1,046) - -
Operating taxes and licenses 10,268 8,988 2,700
Accounts receivable 1,493 (3,364) (666)
Claims and insurance 8,393 4,360 1,417
Materials and supplies 168 (170) 455
Depreciation and amortization 8,186 5,311 2,236
Prepaid expenses 3,072 810 2,625
General supplies and expenses 6,902 4,906 1,437
Accrued expenses and insurance reserves (1,245) 2,431 (3,370)
Communications and utilities 2,103 1,165 551
Accounts payable 186 (1,062) 1,165
Revenue equipment rents 364 2,355 994
Other (247) (80) (137)
(Gain) loss on disposition of assets 326 (227) 3
Net cash provided by operating activities before
Loss on disposal of super heavy haul assets - 156 -
reorganization items 2,365 470 4,544
Total operating expenses 136,012 100,324 30,615
Cash flows from operating activities relating to reorganization
Operating income (loss) (16,482) 3,019 (393)
items:
Interest expense, net 5,709 3,403 686
Loss on adjustment of assets to fair market value - - 39,450
Other expense, net 459 105 38
Extraordinary gain - - (42,682)
Reorganization items:
Financial restructuring costs, net - (509) 162
Loss on adjustment of assets to fair market value - - 39,450
Net cash provided by (used in) operating activities 2,365 (39) 1,474
Financial restructuring costs - - 200
Cash flows from investing activities:
Net loss from continuing operations (22,650) (489) (40,767)
Proceeds from sale of assets 1,220 7 522
Income from discontinued operations of logistics
Purchases of property and equipment (442) (193) (223)
segment, net of income tax of $0. 133 170 135
Net cash provided by (used in) investing activities 778 (186) 299
Net loss before extraordinary item (22,517) (319) (40,632)
Cash flows from financing activities:
Extraordinary gain on extinguishment of debt - - 42,682
Net proceeds under revolving credit agreement 1,057 3,668 1,020
Net income (loss) $ (22,517) $ (319) $ 2,050
Repayment of long-term debt and capital lease obligations (3,655) (1,706) (3,797)
Basic and diluted earnings (loss) per share:
(Decrease) increase in bank overdrafts (400) (67) 920
Net loss from continuing operations $ (11.33) $ (0.24) $ (7.15)
Payment of deferred financing costs - (1,950) (82)
Discontinued operations 0.07 0.08 0.02
Net cash (used in) financing activities (2,998) (55) (1,939)
Extraordinary item - - 7.49
Increase (decrease) in cash and cash equivalents 145 (280) (166)
Net income (loss) $ (11.26) $ (0.16) $ 0.36
Cash and cash equivalents, beginning of period 194 2,080 2,246
Weighted average number of shares used in
Cash and cash equivalents, end of period $ 339 $ 1,800 $ 2,080
computation of basic and diluted earnings
========= ========= =========
(loss) per share 1,999,649 1,999,649 5,702,000
Supplemental cash flow information:
Conversion of operating leases to installment debt $ 358 $ 449 $ -
========= ========= =========

See notes to unaudited consolidated financial statements.

~~TRISM, Inc. Notes to Consolidated~~ Financial Statements continued

TRISM, Inc.
Consolidated Statements of Cash Flows
For the six months ended June 30, 2001 and 2000
(In thousands, unaudited)
	Reorganized		Predecessor
	Company		Company
		Four and	One and
	Six	one half	one half
	Months Ended	Months Ended	Months Ended
	June 30, 2001	June 30, 2000	February 15, 2000
Cash flows from operating activities:
Net income (loss) from continuing operations	$ (22,517)	$ (319)	$ 2,050
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization	8,186	5,311	2,236
Loss (gain) on disposition of assets, net	326	(71)	3
Impairment loss on revenue equipment	13,309	-	-
Provision for losses on accounts receivable	658	575	176
Changes in assets and liabilities:
Restricted cash and insurance deposits	(2,021)	-	-
Accounts receivable	1,578	(7,598)	(666)
Materials and supplies	170	(431)	455
Prepaid expenses	5,270	1,907	2,625
Accrued expenses and insurance reserves	(3,481)	351	(3,370)
Accounts payable	1,702	1,452	1,165
Other	(200)	99	(130)

Net cash provided by operating activities before
reorganization items	2,980	1,276	4,544


Cash flows from operating activities relating to reorganization items:
Loss on adjustment of assets to fair market value	-	-	39,450
Extraordinary gain, net	-	-	(42,682)
Financial restructuring costs, net	-	(1,063)	162

Net cash provided by operating activities	2,980	213	1,474


Cash flows from investing activities:
Proceeds from sale of assets	1,949	1,213	522
Purchases of property and equipment	(968)	(848)	(223)

Net cash provided by investing activities	981	365	299


Cash flows from financing activities:
Net proceeds under revolving credit agreement	3,049	8,187	1,020
Repayment of long-term debt and capital lease obligations	(3,820)	(7,016)	(3,797)
Increase (decrease) in bank overdrafts	(1,261)	330	920
Payment of deferred financing costs	-	(2,531)	(82)

Net cash used in financing activities	(2,032)	(1,030)	(1,939)


Increase (decrease) in cash and cash equivalents	1,929	(452)	(166)
Cash and cash equivalents, beginning of period	194	2,080	2,246

Cash and cash equivalents, end of period	$ 2,123	$ 1,628	$ 2,080


Supplemental cash flow information:
Capital lease equipment purchases	$ -	$ 112	$ -

Conversion of operating leases to installment debt	$ 1,064	$ 2,592	$ -

See notes to unaudited consolidated financial statements.

Notes to Consolidated Financial Statements

Financial Results and Liquidity

Trism, Inc. (the "Company"), has incurred net losses of $422.5 million, $11.8 million, $18.4 million and $7.4 million during the ~~quarter~~six months ended ~~March~~June 3130, 2001 and the years ended December 31, 2000, 1999 and 1998, respectively. The Company ~~had~~has been, and continues to be, faced with a variety of operating challenges, including, among others, escalating fuel costs, an increase in insurance costs, and the ability to attract and retain qualified driving employees~~, and a reduced shipping demand given present domestic economic conditions~~. These factors have significantly impacted, and continue to significantly impact, the Company's liquidity.

The Company is presently in default of certain covenants related to its Senior Subordinated Notes Due 2005 (the "New Notes") and has not made ~~its most recent~~ interest ~~payment~~payments relating to such notes, which ~~was~~were due March 15, 2001 and September 15, 2001. Under the terms of the New Notes, the ~~Company had a~~ thirty-day grace period onwith ~~this~~respect to such interest ~~payment~~payments ~~before~~has passed and the note holders ~~can~~may call the New Notes. The Company did not make ~~the~~these interest ~~payment~~payments ofby ~~$1.86~~the ~~million~~end onof ~~April~~the 15grace period, and this constituted an Event of Default under the terms of the indenture pursuant to which the New Notes were issued. The total arrearage as of ~~May~~October 2131, 2001 is $14.915 million, including interest at 13% on the past due amount. In addition, beginning in October 2000 the Company has also been in default of certain covenants relating to its revolving credit facility (the "Revolver"). Since that time, the Company has negotiated several forbearance agreements with the lender for the Revolver, the terms of which have included payment of fees totaling $1.1 million, in exchange for such forbearance, as well as an increase in interest rates under the Revolver and a reduction in borrowing capacity. The most recent forbearance expires on ~~June~~November 430, 2001. The Company is presently negotiating with its lender for a continued extension of the forbearance ~~agreement~~ agreements, however, such extension is not assured at this time. The Company is also in technical default on certain of its equipment debt and is several months behind in making certain of its equipment debt payments. As a result, in July 2001, one lender repossessed thirteen of the two-hundred-forty tractors which they have financed. Partial payments have been made to the lender and repossessions have been discontinued.

These matters raise substantial doubt about the Company's ability to continue as a going concern. The Company's continued existence is dependent on several factors, including the Company's ability to overcome the operational and liquidity issues discussed above. The Company's consolidated financial statements for the quarter ended March 31, 2001 and for the year ended December 31, 2000 do not include any adjustments that might result from the outcome of this uncertainty.

The Company's near and long term operating strategies focus on exploiting existing and potential competitive advantages while eliminating or mitigating competitive disadvantages. In response to current market conditions and as a part of its ongoing corporate strategy, the Company is pursuing several initiatives intended to increase liquidity and better position the Company to compete under current market conditions. The Company has closed and reduced in size its network of terminal facilities throughout the United States and also reduced the number of non-driver employees. Sales and marketing efforts have been augmented by increasing the number of customer service personnel, increasing the number of outside sales personnel, and establishing an outbound telemarketing effort. Accounts receivable collection efforts have been expanded by the addition of collection personnel staff.

On March 9, 2001, the Company announced the Board of Directors has engaged the Carreden Group, Inc., investment bankers located in New York City, as financial advisor to explore strategic alternatives. With the assistance of Carreden Group, the Company is currently exploring alternative financing to replace the Revolver and is also engaged in preliminary discussions with potential purchasers of substantially all of the Company's assets who have indicated their interests in pursuing such a transaction. There can be no assurances that the Company will be successful in accomplishing either of these objectives. Moreover, the consummation of either of these alternatives may require a restructuring of the Company's existing indebtedness. In order to effect any such sale or restructuring of its indebtedness, it may be necessary for the Company to file for protection under Chapter 11 of the Bankruptcy Code.

On April 18, 2001, the Board of Directors authorized the retention of Transport Management, a trucking management firm, to assist in the management of the Company.

~~Existing~~The ~~credit~~following ~~facilities~~events ~~are~~occurred ~~not~~after ~~expected~~June to30, be2001 ~~sufficient~~ to ~~cover liquidity requirements for~~ the ~~next~~Heavy ~~twelve months and the Company is facing the prospect of not having adequate funds to operate its business. Due to a number of uncertainties~~Haul, ~~many~~Secured ~~of which are outside the control of the Company~~Materials, ~~there~~and ~~can~~Logistics besegments no assurance that additional credit facilities can be arranged or that any long term restructuring can be successfully initiated or implemented, in which case the Company may be compelled to file for protection under Chapter 11 of the ~~Bankruptcy Code. Moreover, it may be necessary for the~~ Company ~~to file under Chapter 11 to implement any consensually negotiated restructuring of its indebtedness or a sale of the Company as discussed above.~~ :

6As a result of the continued decline in the profitability of the general freight services, the Company has downsized the Heavy Haul segment. To facilitate the downsizing the Company announced the closure of the Trism Specialized Carriers ("TSC") on August 22, 2001. TSC completed delivery of all shipments in transit to their destination points. The Company will continue some over-dimensional services in the Heavy Haul segment through Tri-State Motor Transit ("TSMT"), which also operates in the Company's Secured Materials segment.

The Company has begun to return a total of 900 tractors to equipment lenders and to sell 3,000 trailers with a carrying value of $40.2 million and $21.0 million respectively as of June 30, 2001. The majority of this equipment had been operated by TSC. However, management has identified excess equipment in the Secured Materials segment that has been included in the above amounts. Trailers are being sold through an equipment broker the Company has engaged and the proceeds will be applied to the Revolver. Management estimates based on the current market for used trailers, that the proceeds from such sales will not be sufficient to recover the carrying value of the trailers. As a result the Company has recorded an impairment loss of approximately $1.3 million for trailers during the three months ended June 30, 2001. Tractors are being returned to the equipment lenders for disposal and proceeds will be applied to equipment debt. Management estimates based on the current market for used tractors, that the proceeds from such sales will not be sufficient to recover the carrying value of the tractors. As a result the Company has recorded an impairment loss of approximately $12.0 million for tractors during the three months ended June 30, 2001. Based on the balance of equipment debt and anticipated proceeds, the Company expects to owe approximately $10.7 million to retire the equipment debt.

Notes to Consolidated Financial Statements, Continued

Financial Results and Liquidity, Continued

~~Management~~In ~~believes~~addition ~~that,~~to ~~despite~~the reduction in the ~~financial~~fleet, ~~and~~the ~~operational~~Company ~~hurdles~~has ~~and~~also ~~funding~~reduced ~~uncertainties~~the ~~going~~number ~~forward,~~of itdriver ~~has~~and ~~under~~non-driver ~~development~~employees aand ~~business~~is ~~plan~~closing ~~that,~~fifteen ifleased ~~successfully~~terminal ~~funded~~facilities. No ~~and~~payments ~~executed~~or asother ~~part~~benefits ofwere aprovided ~~financial~~to ~~restructuring,~~severed ~~can significantly~~employees ~~improve~~except ~~operating~~for ~~results~~accrued vacation. With ~~The~~respect ~~support~~to of the ~~Company's~~closed ~~vendors,~~terminal ~~customers~~facilities, ~~lenders,~~the ~~stockholders~~Company ~~and~~has ~~employees~~been ~~will~~able ~~continue~~ to beexit ~~key~~lease toagreements ~~the~~and ~~Company's~~management ~~future~~does ~~success~~not anticipate any material liability.

In August 2001, the Company reached agreements in principle to separately sell the two divisions of the Logistics segment, Trism Logistics, Inc. ("TLI"), and Trism Intermodal Services, to former officers of the Company. Declining revenues and shrinking customer lists prompted these sales.

The sale of Trism Intermodal Services, which was completed on August 20, 2001, resulted in the Company receiving $60,000 in cash in exchange for the net assets, excluding accounts receivable and accounts payable, of this business as of the closing date, and recognizing a gain on the disposal of $3,000. The operations of the Trism Intermodal Service division are included in income from discontinued operations of Logistics segment for all periods presented.

The sale of TLI, which was completed on August 31, 2001, resulted in the Company receiving total consideration of $245,000; $26,000 in cash and a release from $219,000 in severance payments from a former officer, in exchange for the net assets, excluding accounts receivable and accounts payable, of this business as of the closing date, and recognizing a gain on the disposal of $313,000. The operations of TLI are included in income from discontinued operations of Logistics segment for all periods presented.

The Board of Directors of the Company has determined that the sale of these entities is fair to the Company and is on terms at least as favorable to the Company as might reasonably have been obtained at the present time from an unaffiliated party. No member of the Board of Directors has a personal interest in the sale.

The Company's headquarters in Kennesaw, Georgia has been listed for sale. The property has been listed for sale at $5.9 million as compared to a carrying value of $5.2 million. This property also collateralizes the Revolver and the sale proceeds will be used to reduce the Revolver.

The Company has also listed for sale other land and terminal facilities throughout the country. These properties have been listed for sale at $9.4 million as compared to a carrying value of $6.2 million. These properties are not encumbered and the sale proceeds will be used to fund operations.

On October 4, 2001 and October 5, 2001, two of the Company's tractors were involved in single motor vehicle incidents while transporting materials for the Department of Defense. As a consequence, the Department of Defense disqualified the Company from picking up munitions effective 6:00 p.m. October 25, 2001. The Department of Defense has agreed to suspend this disqualification effective 6:00 a.m. November 5, 2001.

In November 2000, the Company purchased a premium-based insurance policy against bodily injury and property damage with a $500,000 deductible per occurrence. As a result of this policy, insurance costs have increased 44.5% from $2.9 million for the second quarter 2000 to $4.2 million for the second quarter 2001. The Company has issued standby letters of credit in the amount of $9.3 million and collateralized an additional $4.4 million in the form of restricted cash deposits at June 30, 2001. Of the $9.3 million letters of credit, only $2.1 million are still outstanding as of September 30, 2001. During the three months ended September 30, 2001, letters of credit in the amount of $6.2 million have been drawn, and $1.0 million has been cancelled. On October 31, 2001, the Company has obtained insurance coverage for the Company's operations for a twelve month period beginning November 1, 2001 through October 31, 2002.

Existing credit facilities are not expected to be sufficient to cover liquidity requirements for the next twelve months and the Company is facing the prospect of not having adequate funds to operate its business. Due to a number of uncertainties, many of which are outside the control of the Company, there can be no assurance that additional credit facilities can be arranged or that any long term restructuring can be successfully initiated or implemented, in which case the Company may be compelled to file for protection under Chapter 11 or to liquidate under Chapter 7 of the Bankruptcy Code. Moreover, it may be necessary for the Company to file under Chapter 11 to implement any consensually negotiated restructuring of its indebtedness or a sale of the Company as discussed above.

Notes to Consolidated Financial Statements, Continued

Financial Results and Liquidity, Continued

These matters raise substantial doubt about the Company's ability to continue as a going concern. The Company's continued existence is dependent on several factors, including the Company's ability to overcome the operational and liquidity issues discussed above. The Company's consolidated financial statements for the three and six months ended June 30, 2001 and for the year ended December 31, 2000 do not include any adjustments that might result from the outcome of this uncertainty.

Accounting Policies

Due to the Reorganization of the Company on February 15, 2000 as discussed below under "Emergence from Bankruptcy," and implementation of Fresh Start Reporting, Condensed Consolidated Financial Statements for the new Reorganized Company (period starting February 16, 2000) are not comparable to those of the Predecessor Company. The Reorganized Company relates to all operations post-emergence from bankruptcy and the Predecessor Company relates to all operations pre-emergence from bankruptcy. A black line has been drawn on the accompanying Condensed Consolidated Financial Statements to distinguish between the Reorganized Company and the Predecessor Company.

The 2000 Annual Report on Form 10-K for Trism, Inc. includes a summary of significant accounting policies and should be read in conjunction with this Form 10-Q. The statements for the periods presented in this Form 10-Q are condensed and do not contain all information required by accounting principles generally accepted in the United States of America to be included in a full set of financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of ~~March~~June 3130, 2001 and ~~December 31, 2000 and~~ the results of operations and cash flows for the periods ended ~~March~~June 3130, 2001 and 2000, respectively, have been included. The Company's operations are subject to seasonal trends common to the trucking industry. Results of operations for the quarters ending in December and March are materially lower than the quarters ending in June and September due to reduced shipments and higher operating costs in the winter months. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the entire year. Certain reclassifications were made to the 2000 accounts to reflect classifications adopted in 2001.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS 133 establishes accounting and reporting standards for derivatives and hedging. It requires that all derivatives be recognized as either assets or liabilities at fair value and establishes specific criteria for the use of hedge accounting. The Company adopted SFAS 133 on January 1, 2001. There was no material effect on consolidated results of operations, financial position, cash flows or stockholders' equity upon adoption of SFAS 133.

On June 29, 2001, Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations" was approved by the Financial Accounting Standards Board (FASB). SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Goodwill and certain intangible assets will remain on the balance sheet and not be amortized. On an annual basis, and when there is reason to suspect that their values have been diminished or impaired, these assets must be tested for impairment, and write-downs may be necessary. SFAS No. 141 was required to be implemented by July 1, 2001. There was no material effect on the consolidated financial position or results of operations upon adoption of SFAS No. 141.

On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets" was approved by the FASB. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Amortization of goodwill, including goodwill recorded in past business combinations, will cease upon adoption of this statement. The Company is required to implement SFAS No. 142 on January 1, 2002. Management expects no material effect on the consolidated financial position or results of operations upon adoption of SFAS No. 142 as there is no recorded goodwill or other intangible assets.

On August 1, 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" was approved by the FASB. SFAS No. 144 addresses the financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 142 is required to be adopted on January 1, 2002. Management has not determined the impact, if any, that this statement will have on our consolidated financial position or results of operations.

Notes to Consolidated Financial Statements, Continued

Emergence from Bankruptcy

On September 16, 1999, the Company filed (the "Filing") for protection under Chapter 11 of the United States Bankruptcy Code (the "Code") in the District of Delaware. The Company operated as a Debtor-in-Possession ("DIP") under the Code. Subsequent to the Filing, the Company obtained a $42.4 million senior collateralized DIP credit facility to meet its ongoing working capital needs and replace its pre-petition revolving credit facility. The DIP facility provided for borrowings up to $35 million on a revolving credit facility, with availability depending upon a borrowing base formula based on accounts receivable. Additionally, the DIP facility provided additional borrowing capacity of $2.4 million to refinance an existing term loan collateralized by five hundred and forty-one trailers and an incremental $5 million of borrowings, if drawn, to be collateralized by identified real property and other unencumbered trailers. The borrowings bore interest at rates ranging from prime rate plus .25% to .50% or from LIBOR rates plus 2.25% to 2.50%. The DIP facility was repaid in full on February 15, 2000, the effective date of the Plan of Reorganization (the "Plan"). On October 25, 1999 the Court signed an order approving the second amended disclosure statement for a joint plan of reorganization. On December 9, 1999, the Plan was confirmed by the United States Bankruptcy Court, District of Delaware (the "Court").

On February 15, 2000, the consummation of the Company's Plan of Reorganization was completed, and the Company exited from Chapter 11. The Company converted the existing Senior Subordinated Notes ("Notes") and common equity as outlined under the terms of the restructuring agreement.

The agreement provided for the Notes to be converted into (i) New Notes in the aggregate principal amount of $30 million, due February 15, 2005, with interest at the rate of 12% per annum (the first two semi-annual interest ~~payment~~payments ~~was~~ were paid on March 15, 2000 and September 15, 2000), and (ii) 95% of the new common equity of the Company to be issued post-recapitalization. The agreement also provided that the Company's old common equity would be converted into 5% of the new common equity issued ~~po st~~post-recapitalization.

7Revolving Credit Facility and Other Debt

In connection with the exit from Chapter 11, the Company obtained the Revolver, a new, three-year $42.5 million revolving credit facility. The Revolver now provides for borrowings up to $40.0 million based on a borrowing base formula determined by eligible accounts receivable, certain unencumbered trailers, and the Company's real property in Kennesaw, Georgia. The Revolver also provides for the issuance of letters of credit up to $17 million. The Revolver bears interest at the prime rate plus .25% or LIBOR plus 2.25%. No financial covenants exist unless availability, as defined, initially falls below $5 million for ten consecutive business days. If availability falls below $5 million, required covenants include a minimum net worth threshold, minimum fixed charge coverage ratio and a maximum leverage ratio. The Revolver also limits debt incurrence, capital expenditures, changes in control and management, mergers and certain material asset sales, irrespective of the $5 million availability threshold.

On October 19, 2000, the Company was notified by CIT Business Credit that an event of default had occurred under the Revolver concerning a change in management restriction as a result of the resignation of the former Chief Executive Officer and Chief Financial Officer of the Company. On October 27, 2000, the Company was notified by CIT Business Credit that an event of default had occurred under the Revolver concerning a materially adverse effect evidenced by, (a) the Company's current and projected future negative earnings and cash flow, (b) the change in management discussed in notice of default on October 19, 2000, (c) the increase in fuel costs to the Company and (d) a proposed sixty percent increase in insurance premiums to the Company.

On November 8, 2000, the Company executed a forbearance agreement with CIT Business Credit that modified certain terms with the Revolver, including a $3.0 million forbearance reserve on collateral availability, and increased interest rates to 2.0% above Prime and required the payment of a forbearance fee of $150,000. The forbearance agreement has been subsequently amended to decrease the forbearance reserve to $2.0 million and has been extended first on a biweekly and since June 4, 2001 on a weekly basis for additional fees totaling $1,098,000. The most recent amendment, dated October 29, 2001, extended the forbearance period until November 30, 2001. The Company has agreed, during the period of forbearance, not to pay the interest due on its outstanding Senior Subordinated Notes Due 2005.

Cash and availability under the Revolver was approximately $0.04 million and $0.6 million at September 30, 2001 and June 30, 2001, respectively; after reserving $2.8 million and $3.8 million as required by the forbearance agreement as of September 30, 2001 and June 30, 2001, respectively. Borrowings under the Revolver amounted to approximately $23.3 million and $28.5 million at September 30, 2001 and June 30, 2001, respectively. The September 30, 2001 Revolver balance includes $6.2 million letters of credit which have been drawn during the three months ended September 30, 2001. The Company has classified the long-term debt under the Revolver as current due to the existence of the technical default caused by a change in management.

Notes to Consolidated Financial Statements, Continued

Emergence from Bankruptcy, Continued
In connection with the exit from Chapter 11, the Company executed the Revolver, a new, three-year $42.5 million revolving credit facility. The Revolver provides for borrowings up to $42.5 million based on a borrowing base formula determined by eligible accounts receivable, certain unencumbered trailers, and the Company's real property in Kennesaw, Georgia. The Revolver also provides for the issuance of letters of credit up to $17 million. The Revolver bears interest at the prime rate plus .25% or LIBOR plus 2.25%. No financial covenants exist unless availability, as defined, initially falls below $5 million for ten consecutive business days. If availability falls below $5 million, required covenants include a minimum net worth threshold, minimum fixed charge coverage ratio and a maximum leverage ratio. The Revolver also limits debt incurrence, capital expenditures, changes in control and management, mergers and certain material asset sales, irrespective of the $5 million availability threshold.
Shareholder Rights Plan

On April 27, 2001, the ~~Company's~~ Board of Directors of Trism, Inc. adopted a Shareholders Rights Plan and declared a dividend of one right for each outstanding share of Trism's Common Stock, par value $.01 per share, to stockholders of record at the close of business on April 27, 2001 (the "Record Date"). A Shareholder Rights Plan is designed to assure that all of the Company's securityholders are offered a full and fair price in the event a potential acquirer seeks to gain control of the Company and to protect securityholders from attempts to acquire effective control through open market and/or private purchases of common stock without paying a fair control premium to either selling or remaining stockholders. Under ~~the terms of the Rights Plan, under~~ certain circumstances ~~the Rights will become exercisable~~ if a person or group (other than those eligible to report ~~such~~beneficial ownership on Schedule ~~13G~~G) acquires beneficial ownership of 30% percent or more of the Company's outstanding ~~common~~ ~~stock~~Common Stock, ineach ~~which~~right ~~case~~(other ~~each~~than ~~Right~~those ~~not~~owned ~~held~~ by such ~~person~~beneficial orowner) ~~group~~ will ~~enable~~entitle the holder to purchase ~~that~~from Trism a number of shares of ~~the~~Common ~~Company's~~Stock ~~common stock~~ having a market value at that time of two times the $1.50 exercise price of the ~~Right~~right. ~~Details of~~ ~~the~~The ~~Rights~~rights ~~Plan~~ are ~~described~~not inexercisable until the ~~Company's~~Distribution ~~Current~~Date ~~Report~~and onwill ~~Form~~expire ~~8-K~~at ~~dated~~the close of business on April 2726, ~~2001~~2011, ~~and~~unless aearlier ~~copy~~redeemed by Trism. The complete description and terms of the rights are set forth in a Rights Agreement ~~establishing~~between ~~the~~Trism ~~Plan~~and ~~was~~Continental ~~filed~~Stock asTransfer an& ~~Exhibit~~Trust toCompany, ~~such~~as ~~Current~~Rights ~~Report~~Agent.

Fresh Start Reporting

As of February 15, 2000, the Company adopted Fresh Start Reporting in accordance with AICPA Statement of Position 90-7. Fresh Start Reporting resulted in material changes to the consolidated balance sheet, including valuation of assets, intangible assets and liabilities at fair market value and valuation of equity based on the appraised reorganization value of the ongoing business.

In accordance with SOP 90-7, the Consolidated Statements of Operations should portray the results of operations of the Company while in Chapter 11. Expenses resulting from the restructuring are reported separately as reorganization items. In the accompanying Consolidated Statements of Operations for the one and one-half months ended February 15, 2000, the Company wrote-off $39.5 million related to assets adjusted to estimated fair market value. Furthermore, the Company incurred financial restructuring costs of $0.2 million for the one and one-half months ended February 15, 2000.

The Company's reorganization value of $135 million (the approximate fair value) was based upon the assumed total long-term debt (including capital lease and operating lease obligations) of $115 million and the estimated imputed equity value of the Reorganized Company at $20 million during the administration of the bankruptcy in 1999. These values were based on the consideration of many factors and various valuation methods, including discounted cash flows, selected publicly traded Company market multiples, selected acquisition transaction multiples and other applicable ratios and valuation techniques believed by the Company's management and its financial advisors to be representative of the Company's business and industry.

The reorganization of the Company resulted in a discharge of debt under the Tax Code. The discharge reduced outstanding net operating loss carryforwards on February 15, 2000. However, due to a change in control the remaining net operating loss carryforwards are subject to annual limitations in accordance with section 382 of the Tax Code.

In addition, SOP 90-7 requires the Company to report interest expense during the bankruptcy proceeding only to the extent that it will be paid during the proceeding or that it is probable to be an allowed priority, secured or unsecured claim. Accordingly, the Company only recorded interest expense for its DIP credit facility and secured debt obligations subsequent to the bankruptcy filing. The difference between the reported interest expense and the contractual interest expense was $1.9 million for the year ended December 31, 1999, and relates to the Notes. The Company recorded interest expense for all long-term debt obligations prior to the Filing.

811

Predecessor Company Reorganization and Fresh Start Adjustments Reorganized Company

February 15, 2000 Debit Credit February 15, 2000

ASSETS

Current Assets $       52,638 $                - $            917 (a) (b) $        51,721

Property, Plant & Equipment, net 127,114 - 21,880 (c) 105,234

Other Long-term Assets, net 18,765 1,500 (e) 17,459 (d) 2,806

Total Assets $    198,517 $       1,500 $      40,256 $      159,761

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities $      57,050 $        7,758 (a) $         1,500 (e) $        50,792

Long-term Debt 138,238 86,230 (a) 30,000 (f) 82,008

Other Long-term Liabilities 6,961 - - 6,961

Total Liabilities 202,249 93,988 31,500 139,761

Stockholders' Equity (3,732) 37,302 (g) 61,034 (h) (i) 20,000

Total Liabilities and Equity $    198,517 $    131,290 $      92,534 $    159,761

(a) - To reflect the cancellation of the old Notes and related accrued interest expense and income.

(b) - To adjust current assets to fair market value.

(c) - To adjust property, plant and equipment to fair market value.

(d) - To adjust intangibles to fair market value.

(e) - To reflect deferred debt issuance costs of $1.5 million relating to new Notes.

(f) - To reflect the issuance of the new Notes.

(g) - To reflect the cancellation of the old common stock and additional paid in capital and elimination of retained earnings of the Predecessor Company. (h) - To reflect the issuance of the new common stock and additional paid in capital of $20.0 million. (i) - To reflect the extraordinary credit resulting from the discharge of indebtedness. The extraordinary gain calculation: Historical value of Old Senior Subordinated Notes "Old Notes" $      86,230 Historical value of Accrued Interest, net on Old Notes 6,952
93,182 Market Value of consideration exchanged for the Old Notes: New Senior Subordinated Notes "New Notes" (30,000) Deferred financing fees on New Notes (1,500) New Common Stock (95% of 2.0 million shares) (19,000)
(50,500)

Extraordinary Gain

$ 42,682

Notes to Consolidated Financial Statements, Continued
Fresh Start Reporting, Continued

The ~~Reorganization~~following ~~and~~unaudited pro forma condensed consolidated statement of operations presents the ~~adoption~~results of operations for the six months ended June 30, 2000, as though the consummation of the Plan and Fresh Start Reporting ~~resulted~~had been completed on January 1, 2000, and assumes that there were no other changes in the ~~following~~operations ~~adjustments~~of to the Company's. The ~~consolidated~~pro ~~balance~~forma ~~sheet~~results ~~upon~~are ~~emergence~~not ~~from~~necessarily ~~bankruptcy~~ indicative of the financial results that might have occurred had the consummation of the Plan and Fresh Start Reporting actually taken place on January 1, 2000, or of future results of operations (in thousands):

Predecessor Company Reorganization and Fresh Start Adjustments Reorganized Company
Pro forma Condensed Statement of Operations
February 15, 2000 Debit Credit February 16, 2000
For six months ended June 30, 2000
ASSETS
Six Months
Current Assets $ 52,638 $ - $ 917 (a) (b) $ 51,721
Ended
Property, Plant & Equipment, net 127,114 - 21,880 (c) 105,234
Revenues $ 144,200
Other Long-term Assets, net 18,765 1,500 (e) 17,459 (d) 2,806
Operating expenses 140,786
Total Assets $ 198,517 $ 1,500 $40,256 $ 159,761
Operating income 3,414
========= ======= ====== =========
Interest expense, net 4,540
LIABILITIES AND STOCKHOLDERS' EQUITY
Other expense, net 171
Current Liabilities $ 57,050 $ 7,758 (a) $ 1,500 (e) $ 50,792
Net loss $ (1,297)
Long-term Debt 138,238 86,230 (a) 30,000 (f) 82,008
Other Long-term Liabilities 6,961 - - 6,961
Total Liabilities 202,249 93,988 31,500 139,761
Stockholders' Equity (3,732) 37,302 (g) 61,034 (h) (i) 20,000
Total Liabilities and Equity $ 198,517 $131,290 $92,534 $ 159,761
========= ======= ====== =========

(a) - To reflect the cancellation of the old Notes and related accrued interest expense and income.
(b) - To adjust current assets to fair market value.
(c) - To adjust property, plant and equipment to fair market value.
(d) - To adjust intangibles to fair market value.
(e) - To reflect deferred debt issuance costs of $1.5 million relating to new Notes.
(f) - To reflect the issuance of the new Notes.
(g) - To reflect the cancellation of the old common stock and additional paid in capital and
elimination of retained earnings of the Predecessor Company.
(h) - To reflect the issuance of the new common stock and additional paid in capital of $20.0 million.
(i) - To reflect the extraordinary credit resulting from the discharge of indebtedness. The extraordinary gain
is calculated below:
Historical value of Old Senior Subordinated Notes "Old Notes" $ 86,230
Historical value of Accrued Interest, net on Old Notes 6,952
93,182
Market Value of consideration exchanged for the Old Notes:
New Senior Subordinated Notes "New Notes" (30,000)
Deferred financing fees on New Notes (1,500)
New Common Stock (95% of 2.0 million shares) (19,000)
(50,500)
Extraordinary Gain $ 42,682
9
Notes to Consolidated Financial Statements, Continued
Fresh Start Reporting, Continued
The following unaudited pro forma condensed consolidated statement of operations presents the results of operations for the three months ended March 31, 2000, as though the consummation of the Plan and Fresh Start Reporting had been completed on January 1, 2000, and assumes that there were no other changes in the operations of the Company. The pro forma results are not necessarily indicative of the financial results that might have occurred had the consummation of the Plan and Fresh Start Reporting actually taken place on January 1, 2000, or of future results of operations (in thousands):
Pro forma Condensed Statement of Operations
For three months ended March 31, 2000
Revenues $ 69,508
Operating Expenses 68,087
Operating Income 1,421
Interest Expense, net 2,224
Other Expense, net 146
Net Loss $ (949)
========
Guarantor Subsidiaries

The Company's senior subordinated notes are guaranteed by all of the Company's direct and indirect subsidiaries (the "Guarantor Subsidiaries"). All of the Guarantor Subsidiaries are wholly owned direct or indirect subsidiaries of the Company and the guarantees of the Guarantor Subsidiaries are full, unconditional and joint and several. Trism, Inc., exclusive of its subsidiaries, has no independent assets or operations.

The Company's senior subordinated notes are guaranteed by all of the Company's direct and indirect subsidiaries (the "Guarantor Subsidiaries"). All of the Guarantor Subsidiaries are wholly owned direct or indirect subsidiaries of the Company and the guarantees of the Guarantor Subsidiaries are full, unconditional and joint and several. Trism, Inc., exclusive of its subsidiaries, has no independent assets or operations.
Contingencies

Under the Comprehensive Environmental Responses, Compensation and Liability Act ("CERCLA") and similar state laws, a transporter of hazardous substances may be liable for the costs of responding to the release or threatened release of hazardous substances from disposal sites if such transporter selected the site for disposal. Because it is the Company's practice not to select the sites where hazardous substances and wastes will be disposed, the Company does not believe it will be subject to material liability under CERCLA and similar laws. Although the Company has been identified as a "potentially responsible party" at four sites, solely because of its activities as a transporter of hazardous substances, the Company does not believe it will be subject to material liabilities at such sites.

Although the Company has been identified as a "potentially responsible party" at four sites, solely because of its activities as a transporter of hazardous substances, the Company does not believe it will be subject to material liabilities at such sites.

The Company is a party to certain legal proceedings incidental to its business, primarily involving claims for personal injury or property damage arising from the transportation of freight. The Company does not believe that these legal proceedings, or any other claims or threatened claims of which it is aware, are likely to materially and adversely affect the Company's financial condition, results of operations and cash flows. With regard to personal injury, property damage, workers' compensation claims, and cargo claims, the Company is and has been covered by insurance. Such matters may include claims for punitive damages.

In addition to matters referred to above, the Company is a party to certain additional lawsuits, none of which is believed to involve a significant risk of materially and adversely affecting the Company's financial condition, results of operations and cash flows.

1013

Notes to Consolidated Financial Statements, Continued

Segment and Related Information

The Company identifies operating segments based on management responsibility and marketing strategies. The Company has ~~three~~two reportable segments: Heavy Haul, and Secured Materials. Prior ~~and~~to August 2001, Logistics was reported as an operating segment but has since been sold as previously discussed. The Logistics segment is reported as discontinued operations in the statements of operations for all periods presented.

Heavy Haul

Prior to downsizing, as discussed in "Financial Results and Liquidity", this segment consisted of Trism Specialized Carriers, Inc. ("TSC"), specializing in the transportation of over-sized and over-dimensional loads throughout the United States, Canada, and Mexico. The largest markets for Heavy Haul were manufacturers of large machinery and equipment, suppliers and contractors to industrial and public construction, importers of industrial durable goods and the U.S. Government. In addition, the division maintains trailer interchange agreements with certain Mexican carriers. As a result of the continued decline in the profitability of the general freight services of the heavy haul segment, the Company announced the closure of TSC on August 22, 2001. TSC completed delivery of all shipments in transit to their destination points.

The Company will continue over-dimensional services of the Heavy Haul segment by transferring necessary TSC equipment to Tri-State Motor Transit ("TSMT"), which also operates in the Company's Secured Materials segment. Remaining TSC equipment will be returned to the equipment lenders or sold as previously discussed in "Financial Results and Liquidity." The Heavy Haul segment will continue to provide services to customers in the southeastern United States.

Secured Materials

The Secured Materials segment consists of the following: TSMT, ~~Diablo~~and Trism Environmental Services ("TES"). The Secured Materials services are characterized by the toxic or explosive nature and ~~CIW~~special ~~service~~handling ~~customers~~requirements inof the cargo. The cargo typically consists of military munitions, ~~and~~commercial explosives, ~~market~~hazardous waste, and radioactive materials. The largest markets for Secured Materials are ~~collectively~~the United States government and various governmental agencies, waste generators, and environmental clean-up firms. TSMT is the largest ~~transporters~~transporter of the Department of Defense munitions in the continental United States. TSMT operates throughout the continental United States. TES provides service to customers in the hazardous waste and ~~CIW~~radioactive ~~operate~~materials market and operates throughout the ~~continental~~ United States, ~~while~~but ~~Diablo's~~its primary market focus is ~~primarily~~east inof the ~~western~~Mississippi. The ~~regions~~operating ofcompanies within the Secured Materials segment have operating authority in the continental United States and certain provinces of Canada.

Trism Environmental Services ("TES"), a division of TSMT, provides service to customers in the hazardous waste and radioactive materials market and operates throughout the United States, but its primary market focus is east of the Mississippi.14

~~Logistics~~Notes to Consolidated Financial Statements, Continued

~~The~~Segment ~~Trism Logistics, Inc. ("TLI") segment specializes in the management of freight by truck (particularly in the hazardous waste market). TLI's client base includes engineering~~ and ~~construction~~Related ~~companies~~Information, ~~suppliers to the European Community, Fortune 500 companies, major utility companies and the rail industry through its intermodal division.~~Continued

A summary of segment information for the three months ended ~~March~~June 3130, 2001 and 2000 is presented below (in thousands):

	Reorganized Company		Predecessor
	Three		Three
			Company
	Months Ended		Months Ended
	Three	One and one half	One and one half
	June 30, 2001		June 30, 2000
	Months Ended	Months Ended	Months Ended
Operating revenue
	March 31, 2001	March 31, 2000	February 15, 2000
Heavy Haul	$ 45,766		$ 52,976
Operating Revenue
Secured Materials	18,412		18,884
Heavy Haul	$ 41,953	$ 25,927	$ 22,108
Intersegment eliminations	(2,656)		(2,977)
Secured Materials	17,872	9,937	9,315
Consolidated	$ 61,522		$ 68,883
Logistics	4,986	2,439	2,387
Operating income (loss)
Sub-total:	64,811	38,303	33,810
Heavy Haul	$ (15,402)		$ 1,351
Intersegment eliminations	(1,816)	(1,404)	(1,201)
Secured Materials	612		578
Consolidated	$ 62(14,~~995~~790)	~~$ 36,899~~	$ 321,~~609~~929
	========	=========	=========
Interest expense, net	3,044		2,316
Operating Income (Loss)
Other expense, net	252		25
Heavy Haul	$ (1,936)	$ 393	$ (590)
Net loss from continuing operations	$ (18,086)		$ (412)
Secured Materials	245	697	197
Income from discontinued operations of logistics	$ 46		$ 64
Logistics	87	106	135
segment, net of income tax of $0.
Consolidated	$ (1,604)	$ 1,196	$ (258)
Net loss	$ (18,040)		$ (348)
	========	=========	=========
Interest expense, net	(2,666)	(1,087)	(686)
Other expense, net	(206)	(80)	(38)
Financial restructuring costs	-	-	(200)
Loss on adjustment of assets to fair market value	-	-	(39,450)
Income (loss) before extraordinary item	$ (4,476)	$ 29	$ (40,632)
	========	=========	=========

1115

Notes to Consolidated Financial Statements, Continued

Segment and Related Information, Continued

A summary of segment information for the six months ended June 30, 2001 and 2000 is presented below (in thousands):

Reorganized Predecessor

Company Company

Four and One and

Six one half one half

Months Ended Months Ended Months Ended

June 30, 2001 June 30, 2000 February 15, 2000

Operating revenue

Heavy Haul $        87,718 $       78,903 $       22,108

Secured Materials 36,284 28,821 9,315

Intersegment eliminations (4,472) (4,381) (1,201)

Consolidated $      119,530 $     103,343 $      30,222

Operating income (loss)

Heavy Haul $     (17,339) $        1,744 $       (590)

Secured Materials 857 1,275 197

Consolidated $     (16,482) $        3,019 $       (393)

Interest expense, net 5,709 3,403 686

Other expense, net 459 105 38

Reorganization items:

     Loss on adjustment of assets to fair market value - - 39,450

     Financial restructuring costs - - 200

Net loss from continuing operations $    (22,650) $        (489) $    (40,767)

     Income from discontinued operations of logistics

          segment, net of income tax of $0. 133 170 135

Net loss before extraordinary item $   (22,517) $       (319) $    (40,632)

     Extraordinary gain on extinguishment of debt - - 42,682

Net income (loss) $    (22,517) $       (319) $        2,050

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

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain statements in this Form 10-Q include information that is forward-looking, such as the Company's anticipated liquidity and capital requirements, the projections of future revenues and the estimated results of ~~legal~~possible ~~proceedings~~sales of various assets and businesses. The matters referred to in forward-looking statements could be affected by the risks and uncertainties involved in the Company's business. Subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph.

The ~~matters~~following ~~referred~~discussion toand inanalysis ~~forward-looking~~should ~~statements could~~ be ~~affected~~read byin ~~the~~conjunction ~~risks~~with ~~and uncertainties involved in~~ the Company's ~~business. Subsequent~~Consolidated ~~written~~Financial Statements and ~~oral~~notes ~~forward-looking~~for ~~statements attributable to~~ the ~~Company~~year orended ~~persons acting~~December on31, ~~its~~2000 ~~behalf~~and ~~are~~three ~~expressly~~and ~~qualified~~six inmonths ~~their~~ended ~~entirety~~June by30, ~~the cautionary statements in this paragraph~~2001.

~~The~~To facilitate a meaningful comparison of the Company's quarterly operating performance in years 2001 and 2000, the following discussion of results of operations is presented on a traditional comparative basis for both periods. Accordingly, the results of operations for the six months ended June 30, 2000 represents the mathematical addition of the historical amounts for the predecessor company period January 1 through February 15, 2000, and ~~analysis~~the ~~should~~reorganized becompany ~~read~~period, inFebruary ~~conjunction~~16 ~~with~~through June 30, 2000. Consequently, the ~~Company~~current year's ~~Consolidated~~information ~~Financial~~presented ~~Statements~~below ~~and~~does ~~notes~~not comply with accounting requirements for companies upon emergence from bankruptcy which calls for separate reporting for the ~~year~~newly ~~ended~~reorganized ~~December~~company ~~31,~~and ~~2000~~the predecessor company. Management believes that a combined discussion of predecessor and ~~quarter~~reorganized ~~ended~~company ~~March~~periods 31is reasonable and appropriate because there were no material adjustments to the presented items (other than depreciation, ~~2001~~amortization and interest expense) resulting from the Fresh Start Reporting.

ToThe ~~facilitate a meaningful comparison of the Company's quarterly operating performance in years 2001 and 2000, the~~ following ~~discussion~~tables ofsummarize ~~results~~certain offinancial ~~operations~~information ~~is presented~~ on a ~~traditional~~percentage ~~comparative~~of revenue basis ~~for~~and ~~both~~selected ~~periods. Accordingly,~~operating ~~the~~data ~~results of operations~~ for the three ~~months ended March 31, 2000 represent the mathematic addition of the historical amounts for the predecessor company period January 1 through February 15, 2000,~~ and ~~the~~six ~~reorganized~~months ~~company~~ended ~~period, February~~June ~~16 through March 31~~30, ~~2000. Consequently,~~2001 the current year's information presented below does not comply with reporting requirements for companies upon emergence from bankruptcy which calls for separate reporting for the newly reorganized company and the predecessor company. Management believes that a combined discussion of predecessor and reorganized company periods is reasonable and appropriate because there were no material adjustments to the presented items (other than depreciation, amortization and interest expense) resulting from the Fresh Start Reporting.2000:

The following tables summarize certain financial information on a percentage of revenue basis and selected operating data for the three months ended March 31, 2001 and 2000:

Three Months Ended June 30, Six Months Ended June 30,

2001 2000 Variance 2001 2000 Variance

Percentage of Revenue Basis:

Revenues 100.0 100.0 - 100.0 100.0 -

Operating expenses:

     Salaries, wages and fringe benefits 34.7 32.4 2.3 35.2 33.5 1.7

     Impairment loss on revenue equipment 21.6 - 21.6 11.1 - 11.1

     Operating supplies and expenses 17.3 16.0 1.3 17.5 16.3 1.2

     Contractor equipment 13.6 15.1 (1.5) 13.2 14.1 (0.9)

     Brokerage carrier expense 6.4 7.7 (1.3) 6.2 7.1 (0.9)

     Operating taxes and licenses 8.1 8.7 (0.6) 8.6 8.8 (0.2)

     Claims and insurance 6.8 4.2 2.6 7.0 4.3 2.7

     Depreciation and amortization 6.7 5.2 1.5 6.8 5.7 1.1

     General supplies and expenses 6.3 5.0 1.3 5.8 4.7 1.1

     Communications and utilities 1.7 0.8 0.9 1.8 1.3 0.5

     Revenue equipment rents 0.7 (0.3) 1.0 0.3 2.5 (2.2)

     (Gain) loss on disposition of assets 0.2 2.2 (2.0) 0.3 (0.2) 0.5

     Loss on disposal of super heavy haul - 0.2 (0.2) - 0.1 (0.1)

          Total operating expenses 124.1 97.2 26.9 113.8 98.2 15.6

Operating income (loss) (24.1) 2.8 (26.9) (13.8) 1.8 (15.6)

	2001	2000	Variance
Percentage of Revenue Basis:
Revenues	100.0	100.0	-
Operating expenses:
Salaries, wages and fringe benefits	34.2	33.0	1.2
Operating supplies and expenses	16.3	15.5	0.8
Brokerage carrier expense	11.8	11.4	0.4
Contractor equipment	11.8	12.0	(0.2)
Operating taxes and licenses	8.4	8.2	0.2
Claims and insurance	6.7	4.2	2.5
Depreciation and amortization	6.4	5.7	0.7
General supplies and expenses	5.0	4.3	0.7
Communications and utilities	1.7	1.7	-
Revenue equipment rents	0.3	2.7	(2.4)
(Gain) loss on disposition of assets	(0.1)	-	(0.1)
Total operating expenses	102.5	98.7	3.8
Operating income (loss)	(2.5)	1.3	(3.8)
	=====	=====	========

12
Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

2001 2000
Three Months Six Months
Selected operating data:
Ended June 30, Ended June 30,
Revenue per loaded mile (a) $1.85 $1.81
2001 2000 2001 2000
Revenue per total mile (a) $1.53 $1.50
Selected operating data:
Load factor (b) 82.6% 82.7%
Revenue per loaded mile (a) $1.93 $1.82 $1.89 $1.82
Revenue per tractor per day (c) $506 $505
Revenue per total mile (a) $1.60 $1.51 $1.56 $1.50
Miles per tractor per day (c) 332 337
Load factor (b) 83.0% 82.9% 82.8% 82.8%
Average length of haul in miles (d) 965 926
Revenue per tractor per day (c) $572 $514 $536 $510
Tractors (e) 1,626 1,826
Miles per tractor per day (c) 357 340 343 339
Total loads (000's) 29 34
Average length of haul in miles (d) 987 942 976 934
Total tractor miles (000's) 33,701 38,194
Tractors (e) 1,536 1,845 1,581 1,836
(a) Freight revenues exclude brokerage, Super Heavy Haul and fuel surcharge revenues.
Total loads (000's) 29 35 58 69
(b) Load factor represents loaded miles as a percentage of total miles.
Total tractor miles (000's) 34,298 39,530 67,999 77,724
(c) Based on weighted average number of tractors during period.
(a) Freight revenues exclude brokerage, Super Heavy Haul and fuel surcharge revenues.
(d) Calculated as the average distance from origin to the destination of the shipments.
(b) Load factor represents loaded miles as a percentage of total miles.
(e) Includes the monthly average of owned, leased and independent contractors.
(c) Based on weighted average number of tractors during period
(d) Calculated as the average distance from origin to the destination of the shipments.
(e) Includes the monthly average of owned, leased and independent contractors.

Summary of ~~First~~Second Quarter 2001 Results

Consolidated revenues decreased by 10.7% from $68.9 million for the quarter ended June 30, 2000 to $61.5 million for the quarter ended June 30, 2001. Revenues declined in the Heavy Haul segment by $7.2 million, due to a decrease of 5.2 million miles as a result of fleet downsizing. Revenue per tractor per day (excluding fuel surcharges) increased by 11.3% from $514 for the quarter ended June 30, 2000 to $572 for the quarter ended June 30, 2001. This increase is primarily due to an increase in freight rates and in miles per tractor per day. The Company's operating costs were $9.4 million higher due to $13.3 million impairment loss on revenue equipment offset by an overall decrease in variable costs related to the decrease in the number of tractors from 1,845 in the second quarter of 2000 to 1,536 in the second quarter of 2001. Net loss for the quarter ended June 30, 2000, amounted to $0.3 million as compared to a net loss of $18.0 million including the impairment loss on revenue equipment in the second quarter of 2001.

Operating Revenue

Second Quarter 2001 as compared to Second Quarter 2000

~~Operating~~Consolidated ~~Income~~revenues decreased by $7.4 million due in large part to the $7.2 million decrease in Heavy Haul revenue. Heavy Haul revenue declined from $53.0 million to $45.8 million for the three months ended June 30, 2000 and 2001. The decline in revenue was caused by a decrease of 5.2 million miles despite an increase in revenue per loaded mile from $1.82 to $1.93.

~~Operating~~Six ~~income for the three~~ months ended ~~March~~June 3130, 2001 ~~decreased~~as ~~$2.5~~compared ~~from~~to ~~the~~six ~~three~~ months ended ~~March~~June 3130, 2000. The following factors negatively affected operating income: (a) miles driven declined by approximately 4.5 million miles; (b) insurance cost increased by $0.049 per mile; (c) contractor equipment costs increased by $0.044 per mile; (d) company driver wage costs increased by $0.034 per mile; and (e) maintenance costs increased by $0.019 per mile.

~~The~~Consolidated ~~decline~~revenues indecreased ~~revenues~~by ~~and~~$14.0 ~~increase~~million due in ~~certain~~large ~~variable~~part ~~costs~~to in the ~~first~~$13.3 ~~quarter~~million ofdecrease ~~2001~~in ~~were~~Heavy ~~partially~~Haul ~~offset~~revenue. Heavy byHaul ~~lower~~revenue ~~fixed~~declined ~~freight~~from ~~operating~~$101.0 ~~costs~~million ofto $187.97 million~~. The~~ ~~reductions~~for ~~resulted~~the ~~from~~six amonths ~~reduced~~ended ~~tractor~~June ~~and~~30, ~~trailer~~2000 ~~fleet size~~ and ~~lower~~2001. The ~~equipment~~decline ~~rental~~in ~~expenses~~revenue aswas caused by a ~~result~~decrease of ~~the~~9.7 ~~sale~~million ofmiles ~~Super~~despite ~~Heavy~~an ~~Haul~~increase in ~~2000~~revenue per loaded mile from $1.82 to $1.89.

~~Operating and Other Expenses~~18

Salaries, wages and fringe benefits increased 1.2% of revenue during the quarter ended March 31, 2001 as compared to the corresponding period in 2000. The increase primarily results from an increase in driver wages of $0.034 per mile relating to pay increases implemented in second quarter 2000.
13
Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

Operating ~~and~~Income ~~Other Expenses, Continued~~

~~Operating~~Second ~~supplies~~Quarter ~~increased by 0.8% of revenue during the quarter ended March 31,~~ 2001 as compared to ~~the~~Second ~~corresponding~~Quarter ~~period in~~ 2000 ~~as a result of increased fuel costs and increased maintenance costs relating to an increase in the age of the tractor fleet.~~

~~Claims~~Consolidated ~~and~~operating ~~insurance~~income ~~expenses~~decreased ~~increased~~by 2$16.5%7 ofmillion ~~revenue~~including ~~from~~$13.3 ~~the~~million ~~quarter~~impairment ~~ended~~loss ~~March~~on ~~31,~~revenue ~~2001~~equipment asfrom ~~compared~~$1.9 million to ~~the~~an ~~corresponding~~operating ~~period~~loss ~~in 2000 as a result~~ of ~~increased~~$14.8 ~~insurance~~million. The ~~premium~~remaining ~~and~~$3.4 ~~claim~~million ~~costs~~is ~~relating~~attributable to ~~the~~Heavy ~~Company's insurance program on liability for bodily injury and property damage~~Haul. InThe ~~November~~decline ~~2000,~~in ~~the~~operating ~~Company~~income ~~began~~is aonly ~~deductible~~44 ~~for~~percent ~~bodily~~as ~~injury~~much ~~and~~as ~~property~~the ~~damage~~decline ofin ~~$500,000~~revenue ~~per~~due ~~occurrence. Prior~~ to ~~November 2000,~~ the ~~Company~~reduction ~~maintained~~in avariable ~~first~~costs ~~dollar premium-based~~related ~~insurance~~to ~~program~~the ~~against~~Heavy ~~liability~~Haul ~~for~~fleet ~~bodily injury and property damage and was not subject to deductibles~~downsizing.

~~Depreciation~~Six ~~and~~months ~~amortization expenses increased by 0.7% to 6.4% for the quarter~~ ended ~~March~~June 3130, 2001 ~~from~~as ~~5.7%~~compared ~~for~~to ~~the~~six ~~quarter~~months ended ~~March~~June 3130, 2000~~. The increase in depreciation resulted primarily from an increase in owned tractors.~~

~~General~~Consolidated ~~supplies~~operating ~~and~~income ~~expenses~~decreased ~~increased~~$19.1 bymillion 0primarily due to $13.7%3 ofmillion impairment loss on revenue ~~for~~equipment ~~the~~and ~~quarter~~a ~~ended~~$4.9 ~~March~~million ~~31,~~decrease ~~2001~~in asHeavy ~~compared~~Haul operating income. The impact is less on operating income than revenue due to the ~~corresponding~~reduction ~~period~~ in ~~2000~~variable ~~primarily~~costs as(wages, afuel, ~~result~~permits, ofetc.) ~~increased~~related ~~driver~~to ~~recruiting~~the ~~expenditures~~Heavy inHaul ~~2001~~fleet downsizing.

~~Revenue~~Operating ~~equipment rent~~ expenses ~~decreased by 2.4% of revenue for the quarter ended March 31, 2001 as compared to the corresponding period in 2000 consistent with the reduction in the number of tractors under operating leases.~~

Second Quarter 2001 as compared to Second Quarter 2000

While most expenses decreased with the downsizing effort, depreciation and insurance expenses increased, as well as, an impairment loss of $13.3 million recorded for the three months ended June 30, 2001. However, the increase in depreciation was more than offset by the reduction in equipment rents.

Salaries, wages, and fringes benefits, contractor equipment expenses, and broker carrier expenses all decreased as a direct result of fewer miles and the fleet downsizing.

Operating taxes and licenses decreased $0.3 million by purchasing 638,000 gallons less at the average tax rate of $0.429 per gallon. In addition, over-dimensional permits declined $0.5 million as a result of 5,000 fewer loads.

Claims and insurance expense increased as a result of claims liability of the $500,000 deductible insurance policy in place during 2001.

Depreciation expense increased as a result of purchasing 152 tractors at the end of 2000 and improvements made to existing equipment.

Revenue equipment rents decreased as several of the operating lease contracts have expired and payments on remaining operating leases have not been made.

Six months ended June 30, 2001 as compared to six months ended June 30, 2000

Operating expenses increased $5.1 million due to the impairment loss on revenue equipment and increases in fixed costs such as communications and insurance expense offset by savings in variable costs (wages, fuel, permits, etc.) due to the decrease in the number of tractors.

Liquidity and Capital Resources

Operating Activities

~~Operating~~Net ~~Activities~~cash provided by operating activities has increased by $1.3 million primarily due to non-cash activities during the first quarter 2000 related to the gain on extinguishment of debt, net of the loss on adjustment of assets to fair market value as part of the fresh start accounting, and a reduction in accounts receivable from collection efforts, and an increase due to the impairment loss of $13.3 million, offset by the increase in net loss for the year and the increase in restricted deposits as required for collaterization of the insurance policy on bodily injury and property damage.

Investing Activities

Net cash provided by investing activities ~~was~~has increased $0.83 million ~~during~~due ~~first quarter 2001 as compared~~ to ~~net cash provided of $0.1 million during first quarter 2000. The~~ increase isin ~~due to higher~~ proceeds from ~~the~~ sale of assets, ~~offset~~and bya ~~increased~~decrease ~~capital expenditures for equipment~~ in ~~2001~~purchases asof ~~compared~~property, toplant, ~~2000~~and equipment.

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

Financing Activities

Net cash used in financing activities ~~was~~has increased $3.0.9 million ~~for~~due ~~the quarter ended March 31, 2001 compared~~ to ~~$2.0~~reduced ~~million~~payments inon ~~for~~equipment ~~the~~debt ~~quarter~~offset ~~ended~~by ~~March~~reduced ~~31,~~borrowing ~~2000~~capacity. ~~The~~Failure ~~increase in cash used in financing activities in 2001 primarily resulted from the increase in bank overdrafts due~~ to ~~the~~make ~~timing~~equipment ofdebt ~~disbursements~~payments ~~and~~has ~~reduced~~forced ~~proceeds from borrowings under~~ the ~~revolving~~Company ~~credit~~into ~~agreement,~~default ~~which~~on ~~was~~its ~~offset~~equipment ~~by lower repayments of long-term~~ debt ~~and capital lease obligations~~.

Capital Requirements

The Company ~~intends to use proceeds from unencumbered assets for general business capital expenditures in 2001. However, the Company~~ does not have any plans to replace or increase its tractor and trailer fleet in 2001. The Company has residual obligations of approximately $59.03 million, primarily relating to certain capital lease obligations, that will mature inwithin twelve ~~2001,~~month ~~and~~period ~~the~~ended ~~Company~~June ~~will have the option to extend the maturity of the residual~~30, ~~purchase~~2002. The ~~the~~Company ~~revenue~~will ~~equipment for the residual amount, sell the equipment and repay the residual, or~~ return ~~the~~ equipment to the ~~lessor~~lessors at the end of the lease term.

14In November 2000, the Company purchased a premium-based insurance policy against bodily injury and property damage with a $500,000 deductible per occurrence. As a result of this policy, insurance costs have increased 44.5% from $2.9 million for the second quarter 2000 to $4.2 million for the second quarter 2001. The Company has issued standby letters of credit in the amount of $9.3 million and collateralized an additional $4.4 million in the form of restricted cash deposits at June 30, 2001. Of the $9.3 million letters of credit, only $2.1 million are still outstanding as of September 30, 2001. During the three months ended September 30, 2001, letters of credit in the amount of $6.2 million have been drawn, and $1.0 million has been cancelled. On October 31, 2001, the Company has obtained insurance coverage for the Company's operations for a twelve month period beginning November 1, 2001 through October 31, 2002.

The Company is presently in default of certain covenants related to its Senior Subordinated Notes Due 2005 (the "New Notes") and has not made interest payments relating to such notes which were due March 15, 2001 and September 15, 2001. Under the terms of the New Notes, the thirty-day grace period with respect to such interest payments has passed and the note holders may call the New Notes. The Company did not make these interest payments by the end of the grace period, and this constituted an Event of Default under the terms of the indenture pursuant to which the New Notes were issued. The total arrearage as of October 31, 2001 is $4.5 million, including interest at 13% on the past due amount. In addition, beginning in October 2000 the Company has also been in default of certain covenants relating to its revolving credit facility (the "Revolver"). Since that time, the Company has negotiated several forbearance agreements with the lender for the Revolver, the terms of which have included payment of fees totaling $1.1 million, in exchange for such forbearance, as well as an increase in interest rates under the Revolver and a reduction in borrowing capacity. The most recent forbearance expires on November 30, 2001. The Company is presently negotiating with its lender for a continued extension of the forbearance agreements, however, such extension is not assured at this time. The Company is also in technical default on certain of its equipment debt and is several months behind in making certain of its equipment debt payments. As a result, in July 2001, one lender repossessed thirteen of the two-hundred-forty tractors which they have financed. Partial payments have been made to the lender and repossessions have been discontinued.

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

~~Liquidity and~~ Capital ~~Resources~~Requirements, Continued

~~Revolving~~Cash ~~Credit~~and ~~Facility~~availability under the Revolver was approximately $0.04 million and $0.6 million at September 30, 2001 and June 30, 2001, respectively; after reserving $2.8 million and $3.8 million as required by the forbearance agreement as of September 30, 2001 and June 30, 2001, respectively. Borrowings under the Revolver amounted to approximately $23.3 million and $28.5 million at September 30, 2001 and June 30, 2001, respectively. The September 30, 2001 Revolver balance includes $6.2 million letters of credit which have been drawn during the three months ended September 30, 2001. The Company has classified the long-term debt under the Revolver as current due to the existence of the technical default caused by a change in management.

OnCollection ~~October~~efforts ~~19,~~have ~~2000,~~been ~~the~~increased ~~Company~~to ~~was~~generate ~~notified~~needed by CIT Business Credit that an event of default had occurred under the Revolver concerning a change in management restriction as a result of the resignation of the former Chief Executive Officer and Chief Financial Officer of the Companycash. OnThe ~~October~~balance ~~27, 2000, the Company was notified by CIT Business Credit that an event~~ of ~~default~~past ~~had~~due ~~occurred~~receivables ~~under~~(outstanding ~~the~~more ~~Revolver~~than ~~concerning~~90 ~~a materially adverse effect evidenced by, (a~~days) ~~the~~has ~~Company's current~~decreased ~~and~~from ~~projected~~$3.7 ~~future~~million ~~negative~~at ~~earnings~~December ~~and cash flow~~31, ~~(b)~~2000 ~~the~~to ~~change~~$2.9 inmillion ~~management~~at ~~discussed~~June in30, 2001.

OnExisting ~~November~~credit 8,facilities ~~2000,~~are ~~the~~not ~~Company~~expected ~~executed~~to abe ~~forbearance~~sufficient ~~agreement~~to ~~with~~cover ~~CIT~~liquidity ~~Business~~requirements ~~Credit~~for ~~that~~the ~~modified~~next ~~certain~~twelve ~~terms~~months ~~with~~and the ~~Revolver,~~Company ~~including~~is afacing ~~$3.0~~the ~~million~~prospect ~~forbearance~~of ~~reserve~~not onhaving ~~collateral~~adequate ~~availability,~~funds ~~and~~to ~~increased~~operate ~~interest rates~~its ~~to 2~~business.0% Due ~~above~~to ~~Prime and required the payment of~~ a ~~forbearance~~number ~~fee~~ of ~~$150~~uncertainties,~~000. The~~ ~~forbearance~~many ~~agreement~~of ~~has~~which ~~been~~are ~~subsequently~~outside ~~amended~~the tocontrol ~~increase~~of the ~~forbearance~~Company, ~~reserve~~there tocan ~~$3.8~~be ~~million~~no ~~and~~assurance ~~extended~~that ~~for~~ additional ~~fees~~credit ~~totaling~~facilities ~~$500,000. The~~can ~~most recent~~be ~~amendment,~~arranged ~~dated~~or ~~May~~that ~~18,~~any ~~2001,~~long ~~extends~~term ~~the~~restructuring ~~forbearance~~can ~~period~~be ~~until~~successfully ~~June~~initiated 4or implemented, ~~2001. The~~in ~~Company~~which ~~has~~case ~~agreed, during~~ the ~~period~~Company ofmay ~~forbearance,~~be ~~not~~compelled to ~~pay~~file ~~the~~for ~~interest~~protection ~~due~~under onChapter ~~its~~11 ~~outstanding~~or ~~Senior~~to ~~Subordinated~~liquidate ~~Notes~~under ~~Due~~Chapter ~~2005.~~7 ~~Under the terms~~ of the ~~New~~ ~~Notes,~~Bankruptcy ~~the Company had a thirty-day grace period on its interest payment due March 15, 2001~~Code. ~~The~~Moreover, ~~Company~~it ~~did~~may ~~not~~be ~~make~~necessary for the ~~interest~~Company ~~payment~~to onfile ~~April~~under 15Chapter ~~and~~11 ~~this~~to ~~constituted~~implement anany ~~Event~~consensually ofnegotiated ~~Default~~restructuring ~~under the terms~~ of ~~the~~its ~~indenture~~indebtedness ~~pursuant~~or toa ~~which~~sale ~~the~~of ~~New Notes were issued. In addition,~~ the Company isas ~~delinquent~~discussed ~~on all of its equipment debt obligations~~above.

AsThese amatters ~~result~~raise ofsubstantial doubt about the Company's ~~negative~~ability ~~earnings and cash flow and its resulting failure~~ to ~~make~~continue ~~the~~as ~~March~~a ~~15,~~going ~~2001~~concern. ~~interest~~The ~~payment~~Company's incontinued ~~the~~existence ~~amount~~is ofdependent ~~$1.86 million~~ on ~~the~~several ~~Notes and its continuing defaults under the Revolver with CIT Business Credit~~factors, ~~there~~including ~~is substantial doubt as to~~ the Company's ability to ~~continue~~overcome asthe aoperational ~~going~~and ~~concern~~liquidity issues discussed above. The Company's ~~ability~~consolidated tofinancial ~~continue~~statements asfor athe ~~going~~three ~~concern~~and issix ~~dependent~~months onended ~~obtaining~~June ~~additional~~30, ~~financing~~2001 and~~/or~~ ~~negotiating~~for athe ~~restructuring~~year ofended ~~its indebtedness~~December 31, ~~including~~2000 ~~the~~do ~~Notes~~not ~~and~~include any adjustments that might result from the ~~Revolver~~outcome of this uncertainty.

~~Cash~~See ~~and availability under~~ the ~~Revolver~~accompanying ~~was~~notes ~~approximately $0.6 million at March 31, 2001, after reserving $3.8 million as required by the forbearance agreement. Borrowings under the Revolver amounted~~ to ~~approximately $26.5 million at March 31, 2001. The Company has classified~~ the ~~long-term~~unaudited ~~debt~~consolidated ~~under~~financial ~~the~~statements ~~Revolver~~for asan ~~current~~additional ~~due~~discussion ~~to the existence~~ of the ~~technical~~Company's ~~default~~liquidity ~~caused~~and bycapital ~~a change in management~~resources.

See "Financial Results and Liquidity" in the notes to the consolidated financial statements for an additional discussion of the Company's liquidity.
Inflation and Fuel Costs

Inflation can be expected to have an impact on the Company's earnings; however, the effect of inflation has been minimal. over the past three years. An extended period of inflation or increase in fuel costs would adversely affect the Company's results of operations without a corresponding freight rate increase from customers ~~and a continuation of the fuel surcharges~~.

During the ~~three~~six months ended ~~March~~June 3130, 2001, fuel prices have averaged $1.40 per gallon as compared to $1.3837 per gallon during the same period in 2000. The Company has adjusted its freight rates to partially recover these increased costs. The Company recovered $4.2 million through fuel surcharges to its customers during the six months ended June 30, 2001.

Market Risk

The Company is exposed to market risk from changes in interest rates and fuel prices. The Company manages its exposure to these market risks through its regular operating and financing activities and may utilize fuel forward purchase commitments, though no agreements were in place during 2001 or 2000.

15
Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued
Market Risk, Continued
Interest Rate Risk
The fair value of the Company's cash and cash equivalents at March 31, 2001 approximated carrying value due to its short-term duration. Market risk was estimated as the potential decrease in fair value resulting from a hypothetical 10% increase in interest rates for the issues contained in the investment portfolio and was not materially different from the year-end carrying value.
The Company has no material future earnings or cash flow exposures from changes in interest rates related to the senior subordinated notes or the Company's equipment obligations, as these long-term debt obligations have fixed rates. The fair value of the Company's long-term debt, including current maturities, was estimated to be $95.6 million at March 31, 2001, and was below the carrying value by $11.8 million. A hypothetical 10% increase in the interest rates on the Company's revolving credit facility for a duration of one year would not have a material impact on interest expense and cash flows in 2001.
Commodity Price Risk
The Company may use forward purchase commitments to reduce the exposure to fluctuations in fuel prices by entering into short-term fuel price agreements for the actual delivery of fuel. These forward purchase commitments have the effect of locking in for specified periods the price the Company will receive for the fuel volumes to which the forward purchase commitment relates. As a result, while these forward purchase commitments are structured to reduce the Company's exposure to increases in the price of fuel, they also limit the benefit the Company might otherwise have received from any price decreases associated with the fuel volumes. At March 31, 2001, the Company did not have any outstanding forward purchase commitments.
Accounting Pronouncements

~~Item 3. Quantitative and Qualitative Disclosures about Market Risk~~21

~~See "~~Management's Discussion and Analysis of Financial Condition and Results of Operations, ~~- Market Risk" noted above.~~Continued

~~PART~~Accounting IIPronouncements, ~~- OTHER INFORMATION~~Continued

~~Item~~On 3June 29, 2001, Statement of Financial Accounting Standards (SFAS) No. ~~Default~~141, "Business Combinations" was approved by the Financial Accounting Standards Board (FASB). SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Goodwill and certain intangible assets will remain on the balance sheet and not be amortized. On an annual basis, and when there is reason to suspect that their values have been diminished or impaired, these assets must be tested for impairment, and write-downs may be necessary. SFAS No. 141 was required to be implemented by July 1, 2001. There was no material effect on the consolidated financial position or results of operations upon ~~Senior~~adoption ~~Securities~~of SFAS No. 141.

~~The~~On ~~Company~~June is29, ~~presently~~2001, inSFAS ~~default~~No. of142, ~~certain covenants related to its Senior Subordinated Notes Due 2005 (the~~ "~~New~~Goodwill ~~Notes")~~ and ~~has~~Other ~~not~~Intangible ~~made~~Assets" ~~its most recent interest payment relating to such notes, which~~ was ~~due~~approved ~~March~~by ~~15,~~the ~~2001~~FASB. ~~Under~~ ~~the~~SFAS ~~terms of the New Notes, the Company had a thirty-day grace period on this interest payment before the note holders can call the New Notes~~No. ~~The~~ ~~Company~~142 ~~did~~changes ~~not make~~ the ~~interest~~accounting ~~payment~~for ofgoodwill ~~$1.86~~from ~~million on April 15 and this constituted~~ an ~~Event of~~amortization ~~Default~~method ~~under the terms of the indenture pursuant~~ to ~~which~~an ~~the~~impairment-only ~~New Notes were issued~~approach. ~~The~~ ~~total~~Amortization ~~arrearage as~~ of ~~May 21~~goodwill, ~~2001 is $1.91 million,~~ including ~~interest at~~goodwill ~~13%~~recorded onin ~~the~~ past ~~due~~business ~~amount. In addition~~combinations, ~~beginning~~will incease ~~October~~upon ~~2000~~adoption ~~the Company has also been in default~~ of ~~certain~~this ~~covenants relating to its revolving credit facility (the "Revolver")~~statement. ~~Since~~ ~~that~~The ~~time, the~~ Company ~~has~~is ~~negotiated~~required ~~several~~to ~~forbearance agreements~~implement ~~with~~SFAS the lender for the Revolver, the terms of which have included payment of fees in exchange for such forbearance, as well as an increase in interest rates under the Revolver and a reduction in borrowing capacityNo. ~~The~~142 ~~most recent forbearance expires~~ on ~~June~~January 41, ~~2001~~2002. ~~The~~ ~~Company~~Management isexpects ~~presently~~no ~~negotiating~~material ~~with~~effect ~~its~~on ~~lender for a continued extension of~~ the ~~forbearance agreement,~~consolidated ~~however,~~financial ~~such~~position ~~extension~~or isresults ~~not~~of ~~assured~~operations atupon ~~this~~adoption ~~time. The Company is also in technical default on certain~~ of ~~its~~SFAS ~~equipment~~No. ~~debt~~142 ~~and~~as there is ~~several~~no ~~months~~recorded ~~behind~~goodwill inor ~~making~~other ~~certain~~intangible ~~of its equipment debt payments~~assets.

16On August 1, 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" was approved by the FASB. SFAS No. 144 addresses the financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 142 is required to be adopted on January 1, 2002. Management has not determined the impact, if any, that this statement will have on our consolidated financial position or results of operations.

Item 63. Quantitative ~~Exhibits~~ and ~~Reports~~Qualitative onDisclosures ~~Form~~about ~~8-K~~Market Risk

~~A. Exhibits~~See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk" noted above.

~~The following exhibits are filed as part of this report.~~22

Designation Nature of Exhibit
10.26 Ninth Amendment to the Forbearance Agreement on Revolving Credit Facility with CIT
11 Computation of basic and diluted earnings (loss) per common share
PART II - OTHER INFORMATION

BItem 2. ~~Reports~~ Changes onin ~~Form~~Securities ~~8-K~~and Use of Proceeds

~~During~~On April 27, 2001, the ~~quarter~~Board ~~covered~~of byDirectors ~~this~~of Trism, Inc. adopted a Shareholders Rights Plan and declared a dividend of one right for each outstanding share of Trism's Common Stock, par value $.01 per share, to stockholders of record at the close of business on April 27, 2001 (the "Record Date"). A Shareholder Rights Plan is designed to assure that all of the Company's securityholders are offered a full and fair price in the event a potential acquirer seeks to gain control of the Company and to protect securityholders from attempts to acquire effective control through open market and/or private purchases of common stock without paying a fair control premium to either selling or remaining stockholders. Under certain circumstances if a person or group (other than those eligible to report ~~there~~beneficial ~~were~~ownership noon ~~reports~~Schedule G) acquires beneficial ownership of 30 percent or more of the Company's outstanding Common Stock, each right (other than those owned by such beneficial owner) will entitle the holder to purchase from Trism a number of shares of Common Stock having a market value at that time of two times the $1.50 exercise price of the right. The rights are not exercisable until the Distribution Date and will expire at the close of business on ~~Form~~April ~~8-K~~26, ~~filed~~2011, unless earlier redeemed by Trism. The complete description and terms of the rights are set forth in a Rights Agreement between Trism and Continental Stock Transfer & Trust Company, as Rights Agent.

~~Subsequent~~Item to3. Default ~~the~~upon ~~quarter~~Senior ~~covered by this report and prior to the filing of this Form 10-Q, one report on Form 8-K was filed as follows:~~ Securities

1The Company is presently in default of certain covenants related to its Senior Subordinated Notes Due 2005 (the "New Notes") and has not made its interest payments relating to such notes, which were due March 15, 2001 and September 15, 2001. ~~Other~~ Under ~~Events~~the terms of the New Notes, the Company had a thirty-day ~~Filed~~grace period on ~~April~~ these interest payments before the note holders could call the New Notes. The Company did not make the interest payment by the end of the grace period, and this constituted an Event of Default under the terms of the indenture pursuant to which the New Notes were issued. The total arrearage as of October 31, 2001 is $4.5 million, including interest at 13% on the past due amounts. In addition, beginning in October 2000 the Company has also been in default of certain covenants relating to its revolving credit facility (the "Revolver"). Since that time, the Company has negotiated several forbearance agreements with the lender for the Revolver, the terms of which have included payment of fees in exchange for such forbearance, as well as an increase in interest rates under the Revolver and a reduction in borrowing capacity. The most recent forbearance expires on November 30, 2001. The Company is presently negotiating with its lender for a continued extension of the forbearance agreement, however, such extension is not assured at this time.

~~Common Stock Purchase Right Dividend~~ 23

OnItem ~~April 27, 2001, the Board of Directors of TRISM, Inc~~6. ~~declared a~~ ~~dividend~~Exhibits of one right for each outstanding share of TRISM's Common Stock, par value $.01 per share, to stockholder's of record at the close of business on April 27, 2001 (the "Record Date"). Each right initially entitles the holder to purchase from TRISM one share of Common Stock at a purchase price of $1.50 per share. The rights are not exercisable until the Distribution Date and ~~will~~Reports ~~expire at the close of business~~ on ~~April~~Form 26, 2011, unless earlier redeemed by TRISM as described below. The complete description and terms of the rights are set forth in a Rights Agreement between TRISM and Continental Stock Transfer & Trust Company, as Rights Agent. 8-K

A. Exhibits

~~Items~~ The 1,following 2,exhibits 4,are ~~and~~filed 5as part of ~~Part~~this ~~II were not applicable and have been omitted~~report.

Designation	Nature of Exhibit
	Amendments to the Forbearance Agreement on Revolving Credit Facility with CIT:
10.27	Tenth Amendment
10.28	Eleventh Amendment
10.29	Twelfth Amendment
10.30	Thirteenth Amendment
10.31	Fourteenth Amendment
10.32	Fifteenth Amendment
10.33	Sixteenth Amendment
10.34	Seventeenth Amendment
10.35	Eighteenth Amendment
10.36	Nineteenth Amendment
10.37	Twentieth Amendment
10.38	Twenty first Amendment
10.39	Twenty second Amendment
10.40	Twenty third Amendment
10.41	Twenty fourth Amendment
10.42	Twenty fifth Amendment
10.43	Twenty sixth Amendment
10.44	Twenty seventh Amendment
10.45	Twenty eighth Amendment
10.46	Twenty ninth Amendment
10.47	Thirtieth Amendment
11	Computation of basic and diluted earnings (loss) per common share

~~SIGNATURES~~B. Reports on Form 8-K

~~Pursuant~~During to the ~~requirements~~quarter ofcovered ~~Section~~by ~~13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused~~ this report tothere bewas ~~signed~~one report on ~~its~~Form ~~behalf~~8-K byfiled ~~the~~as ~~undersigned~~follows: ~~thereunto duly authorized.~~

~~TRISM~~I. Other Events - Filed on April 30, ~~INC~~2001, reporting on the adoption of the Shareholders Rights Plan.

~~By:/s/Thomas~~Subsequent P.to ~~Krasner~~the ~~Thomas~~quarter P.covered ~~Krasner~~by ~~Chairman,~~this ~~President~~report and ~~Chief~~prior ~~Executive~~to ~~Officer~~the filing of this Form 10-Q, no reports on Form 8-K were filed.

~~Date: May 22, 2001~~24

18 SIGNATURES

~~TRISM~~Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ~~INC~~the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~Exhibit~~TRISM, ~~Index~~INC.

Exhibit Number	Description
10.26	Ninth Amendment to the Forbearance Agreement on Revolving Credit Facility with CIT
11	Computation of basic and diluted earnings (loss) per common share

By:/s/Thomas P. Krasner

Thomas P. Krasner

Chairman, President and

Chief Executive Officer

19Date: November 1, 2001

TRISM, Inc.
Consolidated Balance Sheets
(In thousands)
As of June 30, 2001 and December 31, 2000
	March 31, 2001	December 31, 2000
(In thousands, except share amounts, unaudited)
	(unaudited)
ASSETS	June 30, 2001		December 31, 2000
ASSETS
Current assets:
Current assets:
Cash and cash equivalents	$ 2,123		$ 194
Cash and cash equivalents	$ 339	$ 194
Restricted cash and insurance deposits	4,521		2,500
Restricted cash and insurance deposits	3,546	2,500
Accounts receivable, net of allowance for doubtful accounts
Accounts receivable, net of allowance for doubtful accounts
of $1,797 and $1,627 at June 30, 2001 and December 31,	33,493		36,002
of $1,974 and $1,627 for 2001 and 2000, respectively	34,149	36,002
2000, respectively
Other accounts receivable	570	622
Other receivables	895		622
Total accounts receivable	34,719	36,624
Materials and supplies	680		850
Materials and supplies	682	850
Prepaid insurance	3,273		7,942
Prepaid insurance	5,536	7,942
Other prepaid expenses	3,115		3,716
Other prepaid expenses	3,050	3,716
Total current assets	48,100		51,826
Total current assets	47,872	51,826
Property and equipment, at cost	102,781		117,040
Property and equipment, at cost	116,557	117,040
Less: accumulated depreciation and amortization	(19,814)		(12,315)
Less: accumulated depreciation and amortization	(16,226)	(12,315)
Net property and equipment	82,967		104,725
Net property and equipment	100,331	104,725
Other assets, net	1,960		1,739
Other assets, net	1,911	1,739
Total assets	$ 133,027		$ 158,290
Total assets	$ 150,114	$ 158,290
LIABILITIES AND STOCKHOLDERS' EQUITY
	===========	===========
Current liabilities:
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$ 17,533		$ 15,831
Current liabilities:
Bank overdraft	0		1,261
Accounts payable	$ 16,017	$ 15,831
Accrued expenses and insurance reserves	14,592		18,330
Bank overdraft	861	1,261
Current maturities of long-term debt:
Accrued expenses and insurance reserves	17,074	18,330
Principal payments	11,189		14,222
Current maturities of long-term debt:
Residual obligations on equipment debt	9,323		4,975
Principal payments on equipment debt	12,289	14,222
Long term debt classified as current:
Residual obligations on equipment debt	8,728	4,975
Revolving credit facility	28,489		25,440
Long term debt classified as current:
Equipment debt	30,934		35,004
Revolving credit facility	26,497	25,440
Senior subordinated notes	30,000		30,000
Equipment debt	29,887	35,004
Total current liabilities	142,060		145,063
Senior subordinated notes	30,000	30,000
Insurance reserves	7,337		7,080
Total current liabilities	141,353	145,063
Total liabilities	149,397		152,143
Insurance reserves	7,091	7,080
Stockholders' equity:
Total liabilities	148,444	152,143
Common stock; $.01 par; 5,000,000 shares authorized;
Stockholders' equity:
2,000,000 shares issued and 1,999,649 outstanding.	20		20
Common stock; $.01 par value; 5,000 shares authorized;
Additional paid-in capital	19,980		19,980
2,000 shares issued	20	20
Accumulated deficit	(36,370)		(13,853)
Additional paid-in capital	19,980	19,980
Treasury stock, at cost, 351 shares	-		-
Accumulated deficit	(18,330)	(13,853)
Total stockholders' equity (deficit)	(16,370)		6,147
Total stockholders' equity	1,670	6,147
Total liabilities and stockholders' equity	$ 133,027		$ 158,290
Total liabilities and stockholders' equity	$ 150,114	$ 158,290
	===========	===========

TRISM, Inc.
Consolidated Statements of Cash Flows
Consolidated Statements of Operations
(In thousands, unaudited)
For the six months ended June 30, 2001 and 2000
				Predecessor
(In thousands, except share and per share amounts, unaudited)
		Reorganized Company		Company
	Reorganized				Predecessor
		Three	One and one half	One and one half
	Company				Company
		Months Ended	Months Ended	Months Ended
			Four and		One and
		March 31, 2001	March 31, 2000	February 15, 2000
	Six		one half		one half
Cash flows from operating activities:
	Months Ended		Months Ended		Months Ended
Net income (loss)		$ (4,476)	$ 29	$ 2,050
	June 30, 2001		June 30, 2000		February 15, 2000
Adjustments to reconcile net income (loss) to net cash
Revenues	$ 119,530		$ 103,343		$ 30,222
	provided by operating activities:
Operating expenses:
Depreciation and amortization		4,056	1,748	2,243
Salaries, wages and fringe benefits	42,071		33,744		10,829
Amortization of deferred financing costs		75	37	-
Impairment loss on revenue equipment	13,309		0		0
Loss (gain) on disposition of assets		(83)	(4)	3
Operating supplies and expenses	20,862		16,545		5,199
Provision for losses on accounts receivable		412	95	176
Contractor equipment	15,785		15,365		3,436
Changes in assets and liabilities:
Brokerage carrier expense	7,443		7,656		1,813
Restricted cash and insurance deposits		(1,046)	-	-
Operating taxes and licenses	10,268		8,988		2,700
Accounts receivable		1,493	(3,364)	(666)
Claims and insurance	8,393		4,360		1,417
Materials and supplies		168	(170)	455
Depreciation and amortization	8,186		5,311		2,236
Prepaid expenses		3,072	810	2,625
General supplies and expenses	6,902		4,906		1,437
Accrued expenses and insurance reserves		(1,245)	2,431	(3,370)
Communications and utilities	2,103		1,165		551
Accounts payable		186	(1,062)	1,165
Revenue equipment rents	364		2,355		994
Other		(247)	(80)	(137)
(Gain) loss on disposition of assets	326		(227)		3
Net cash provided by operating activities before
Loss on disposal of super heavy haul assets	-		156		-
reorganization items		2,365	470	4,544
Total operating expenses	136,012		100,324		30,615
Cash flows from operating activities relating to reorganization
Operating income (loss)	(16,482)		3,019		(393)
items:
Interest expense, net	5,709		3,403		686
Loss on adjustment of assets to fair market value		-	-	39,450
Other expense, net	459		105		38
Extraordinary gain		-	-	(42,682)
Reorganization items:
Financial restructuring costs, net		-	(509)	162
Loss on adjustment of assets to fair market value	-		-		39,450
Net cash provided by (used in) operating activities		2,365	(39)	1,474
Financial restructuring costs	-		-		200
Cash flows from investing activities:
Net loss from continuing operations	(22,650)		(489)		(40,767)
Proceeds from sale of assets		1,220	7	522
Income from discontinued operations of logistics
Purchases of property and equipment		(442)	(193)	(223)
segment, net of income tax of $0.	133		170		135
Net cash provided by (used in) investing activities		778	(186)	299
Net loss before extraordinary item	(22,517)		(319)		(40,632)
Cash flows from financing activities:
Extraordinary gain on extinguishment of debt	-		-		42,682
Net proceeds under revolving credit agreement		1,057	3,668	1,020
Net income (loss)	$ (22,517)		$ (319)		$ 2,050
Repayment of long-term debt and capital lease obligations		(3,655)	(1,706)	(3,797)
Basic and diluted earnings (loss) per share:
(Decrease) increase in bank overdrafts		(400)	(67)	920
Net loss from continuing operations	$ (11.33)		$ (0.24)		$ (7.15)
Payment of deferred financing costs		-	(1,950)	(82)
Discontinued operations	0.07		0.08		0.02
Net cash (used in) financing activities		(2,998)	(55)	(1,939)
Extraordinary item	-		-		7.49
Increase (decrease) in cash and cash equivalents		145	(280)	(166)
Net income (loss)	$ (11.26)		$ (0.16)		$ 0.36
Cash and cash equivalents, beginning of period		194	2,080	2,246
Weighted average number of shares used in
Cash and cash equivalents, end of period		$ 339	$ 1,800	$ 2,080
computation of basic and diluted earnings
		=========	=========	=========
(loss) per share	1,999,649		1,999,649		5,702,000
Supplemental cash flow information:
Conversion of operating leases to installment debt		$ 358	$ 449	$ -
		=========	=========	=========

	Predecessor Company	Reorganization and Fresh Start Adjustments				Reorganized Company
	February 15, 2000	Debit		Credit		February 15, 2000
ASSETS
Current Assets	$ 52,638	$ -		$ 917	(a) (b)	$ 51,721

Property, Plant & Equipment, net	127,114	-		21,880	(c)	105,234

Other Long-term Assets, net	18,765	1,500	(e)	17,459	(d)	2,806

Total Assets	$ 198,517	$ 1,500		$ 40,256		$ 159,761


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities	$ 57,050	$ 7,758	(a)	$ 1,500	(e)	$ 50,792

Long-term Debt	138,238	86,230	(a)	30,000	(f)	82,008

Other Long-term Liabilities	6,961	-		-		6,961


Total Liabilities	202,249	93,988		31,500		139,761


Stockholders' Equity	(3,732)	37,302	(g)	61,034	(h) (i)	20,000


Total Liabilities and Equity	$ 198,517	$ 131,290		$ 92,534		$ 159,761



(a) - To reflect the cancellation of the old Notes and related accrued interest expense and income.
(b) - To adjust current assets to fair market value.
(c) - To adjust property, plant and equipment to fair market value.
(d) - To adjust intangibles to fair market value.
(e) - To reflect deferred debt issuance costs of $1.5 million relating to new Notes.
(f) - To reflect the issuance of the new Notes.

		Predecessor Company	Reorganization and Fresh Start Adjustments				Reorganized Company
Pro forma Condensed Statement of Operations
		February 15, 2000	Debit		Credit		February 16, 2000
For six months ended June 30, 2000
ASSETS
		Six Months
Current Assets		$ 52,638	$ -		$ 917	(a) (b)	$ 51,721
		Ended
Property, Plant & Equipment, net		127,114	-		21,880	(c)	105,234
Revenues	$	144,200
Other Long-term Assets, net		18,765	1,500	(e)	17,459	(d)	2,806
Operating expenses		140,786
Total Assets		$ 198,517	$ 1,500		$40,256		$ 159,761
Operating income		3,414
		=========	=======		======		=========
Interest expense, net		4,540
LIABILITIES AND STOCKHOLDERS' EQUITY
Other expense, net		171
Current Liabilities		$ 57,050	$ 7,758	(a)	$ 1,500	(e)	$ 50,792
Net loss	$	(1,297)
Long-term Debt		138,238	86,230	(a)	30,000	(f)	82,008
Other Long-term Liabilities		6,961	-		-		6,961
Total Liabilities		202,249	93,988		31,500		139,761
Stockholders' Equity		(3,732)	37,302	(g)	61,034	(h) (i)	20,000
Total Liabilities and Equity		$ 198,517	$131,290		$92,534		$ 159,761
		=========	=======		======		=========

Pro forma Condensed Statement of Operations
For three months ended March 31, 2000
Revenues		$ 69,508
Operating Expenses		68,087
Operating Income		1,421
Interest Expense, net		2,224
Other Expense, net		146
Net Loss		$ (949)
		========

	Three Months Ended June 30,			Six Months Ended June 30,
	2001	2000	Variance	2001	2000	Variance
Percentage of Revenue Basis:

Revenues	100.0	100.0	-	100.0	100.0	-

Operating expenses:
Salaries, wages and fringe benefits	34.7	32.4	2.3	35.2	33.5	1.7
Impairment loss on revenue equipment	21.6	-	21.6	11.1	-	11.1
Operating supplies and expenses	17.3	16.0	1.3	17.5	16.3	1.2
Contractor equipment	13.6	15.1	(1.5)	13.2	14.1	(0.9)
Brokerage carrier expense	6.4	7.7	(1.3)	6.2	7.1	(0.9)
Operating taxes and licenses	8.1	8.7	(0.6)	8.6	8.8	(0.2)
Claims and insurance	6.8	4.2	2.6	7.0	4.3	2.7
Depreciation and amortization	6.7	5.2	1.5	6.8	5.7	1.1
General supplies and expenses	6.3	5.0	1.3	5.8	4.7	1.1
Communications and utilities	1.7	0.8	0.9	1.8	1.3	0.5
Revenue equipment rents	0.7	(0.3)	1.0	0.3	2.5	(2.2)
(Gain) loss on disposition of assets	0.2	2.2	(2.0)	0.3	(0.2)	0.5
Loss on disposal of super heavy haul	-	0.2	(0.2)	-	0.1	(0.1)

Total operating expenses	124.1	97.2	26.9	113.8	98.2	15.6

Operating income (loss)	(24.1)	2.8	(26.9)	(13.8)	1.8	(15.6)

			2001		2000
		Three Months				Six Months
Selected operating data:
		Ended June 30,				Ended June 30,
Revenue per loaded mile (a)			$1.85		$1.81
		2001		2000		2001	2000
Revenue per total mile (a)			$1.53		$1.50
Selected operating data:
Load factor (b)			82.6%		82.7%
Revenue per loaded mile (a)		$1.93		$1.82		$1.89	$1.82
Revenue per tractor per day (c)			$506		$505
Revenue per total mile (a)		$1.60		$1.51		$1.56	$1.50
Miles per tractor per day (c)			332		337
Load factor (b)		83.0%		82.9%		82.8%	82.8%
Average length of haul in miles (d)			965		926
Revenue per tractor per day (c)		$572		$514		$536	$510
Tractors (e)			1,626		1,826
Miles per tractor per day (c)		357		340		343	339
Total loads (000's)			29		34
Average length of haul in miles (d)		987		942		976	934
Total tractor miles (000's)			33,701		38,194
Tractors (e)		1,536		1,845		1,581	1,836
(a)	Freight revenues exclude brokerage, Super Heavy Haul and fuel surcharge revenues.
Total loads (000's)		29		35		58	69
(b)	Load factor represents loaded miles as a percentage of total miles.
Total tractor miles (000's)		34,298		39,530		67,999	77,724
(c)	Based on weighted average number of tractors during period.
(a)	Freight revenues exclude brokerage, Super Heavy Haul and fuel surcharge revenues.
(d)	Calculated as the average distance from origin to the destination of the shipments.
(b)	Load factor represents loaded miles as a percentage of total miles.
(e)	Includes the monthly average of owned, leased and independent contractors.
(c)	Based on weighted average number of tractors during period
(d)	Calculated as the average distance from origin to the destination of the shipments.
(e)	Includes the monthly average of owned, leased and independent contractors.

Designation	Nature of Exhibit
10.26	Ninth Amendment to the Forbearance Agreement on Revolving Credit Facility with CIT
11	Computation of basic and diluted earnings (loss) per common share

Filing Compare · TRISM INC /DE/