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

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~June~~September 30, 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.)

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 ~~October~~November 3116, 2001; 1,999,649 shares of TRISM, Inc.'s common stock, par value $.01 per share, were outstanding.

.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item	~~Page~~	Page
1.	Financial Statements	3
2.	Management's Discussion and Analysis of Results of Operations	1718
3.	Quantitative and Qualitative Disclosures about Market Risk	2224
PART II - OTHER INFORMATION
Item	~~Page~~	Page
1.	Legal Proceedings	Not Applicable
2.	Changes in Securities and Use of Proceeds	23Not Applicable
3.	Defaults upon Senior Securities	2325
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	2425

2
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

TRISM, Inc.
Consolidated Balance Sheets
As of June 30, 2001 and December 31, 2000
As of September 30, 2001 and December 31, 2000
(In thousands, except share amounts, unaudited)
ASSETS ~~June~~September 30, 2001 December 31, 2000
Current assets:
Cash and cash equivalents $ ~~2,123~~404 $ 194
Restricted cash and insurance deposits 45,~~521~~436 2,500
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 $1,759 and $1,627 at September 30, 2001 and
2000, respectively
December 31, 2000, respectively 17,358 36,002
Other receivables ~~895~~1,739 622
Materials and supplies ~~680~~507 850
Prepaid insurance 31,~~273~~073 7,942
Other prepaid expenses 32,~~115~~507 3,716
Total current assets 4829,~~100~~024 51,826
Property and equipment, at cost ~~102~~15,~~781~~282 117,040
Less: accumulated depreciation and amortization (197,~~814~~125) (12,315)
Net property and equipment 828,~~967~~157 104,725
Other assets, net 1,960 1,739
Property and equipment held for disposal 69,440 0
Total assets $ 133,027 $ 158,290
Other assets, net 1,947 1,739
Total assets $ 108,568 $ 158,290
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1715,~~533~~231 $ 15,831
Bank overdraft 0 1,261
Accrued expenses and insurance reserves 1411,~~592~~259 18,330
Current maturities of long-term debt:
Principal payments 119,~~189~~844 14,222
Residual obligations on equipment debt 910,~~323~~532 4,975
Long term debt classified as current:
Revolving credit facility 2823,~~489~~276 25,440
Equipment debt 3029,~~934~~909 35,004
Senior subordinated notes 30,000 30,000
Total current liabilities ~~142~~130,~~060~~051 145,063
Insurance reserves 73,~~337~~900 7,080
Total liabilities ~~149~~133,~~397~~951 152,143
Stockholders' equity:
Common stock; $.01 par; 5,000,000 shares authorized;
2,000,000 shares issued and 1,999,649 outstanding. 20 20
2,000,000 shares issued and 1,999,649 outstanding 20 20
Additional paid-in capital 19,980 19,980
Accumulated deficit (3645,~~370~~383) (13,853)
Treasury stock, at cost, 351 shares - -
Total stockholders' equity (deficit) (1625,~~370~~383) 6,147
Total liabilities and stockholders' equity $ ~~133~~108,~~027~~568 $ 158,290

See notes to unaudited consolidated financial statements.

3
Financial Statements continued

TRISM, Inc.
Consolidated Statements of Operations
For the three months ended June 30, 2001 and 2000
For the three months ended September 30, 2001 and 2000
(In thousands, except share and per share amounts, unaudited)
	Three	Three
	Months Ended	Months Ended
	June 30, 2001	June 30, 2000
	September 30, 2001	September 30, 2000
Revenues	$ 6134,~~522~~235	$ 6867,~~883~~195
Operating expenses:
Salaries, wages and fringe benefits	2116,~~343~~223	2221,~~319~~977
Impairment loss on revenue equipment	13,309	0
Operating supplies and expenses	6,650	11,853
Operating supplies and expenses	10,655	11,035
Contractor equipment	3,869	9,498
Contractor equipment	8,342	10,427
Operating taxes and licenses	3,280	5,790
Brokerage carrier expense	3,918	5,300
Claims and insurance	4,264	2,855
Operating taxes and licenses	4,982	6,013
Depreciation and amortization	2,092	3,599
Claims and insurance	4,173	2,889
General supplies and expenses	1,957	3,255
Depreciation and amortization	4,140	3,566
Brokerage carrier expense	1,377	5,923
General supplies and expenses	3,856	3,415
Communications and utilities	997	1,029
Communications and utilities	1,034	571
Revenue equipment rents	240	1,164
(Gain) loss on disposition of assets	409	(223)
Gain on disposition of assets	(315)	(29)
Revenue equipment rents	151	1,486
Total operating expenses	40,634	66,914
Loss on disposal of super heavy haul assets	0	156
Operating income (loss)	(6,399)	281
Total operating expenses	76,312	66,954
Interest expense, net	2,838	2,319
Operating income (loss)	(14,790)	1,929
Other expense, net	402	(3)
Interest expense, net	3,044	2,316
Loss from continuing operations	(9,639)	(2,035)
Other expense, net	252	25
Net loss from continuing operations	(18,086)	(412)
Income from discontinued operations of logistics
segment, net of income tax of $0.	46310	6484
Net loss	$ (18,040)	$ (348)
Gain on disposal of logistics segment,
net of income tax of $0.	316	-
Net loss	$ (9,013)	$ (1,951)
Basic and diluted earnings (loss) per share:
Net loss from continuing operations	$ (9.04)	$ (0.20)
Loss from continuing operations	$ (4.82)	$ (1.02)
Discontinued operations	0.0215	0.0304
Net loss	$ (9.02)	$ (0.17)
Gain on disposal of logistics segment	0.16	-
Net loss	$ (4.51)	$ (0.98)
Weighted average number of shares used in
computation of basic and diluted earnings
(loss) per share	1,999,649	1,999,649

See notes to unaudited consolidated financial statements.

4
Financial Statements continued

TRISM, Inc.
Consolidated Statements of Operations
For the six months ended June 30, 2001 and 2000
For the nine months ended September 30, 2001 and 2000
(In thousands, except share and per share amounts, unaudited)
Reorganized Predecessor
Company Company
Four and One and
Seven and One and
Six one half one half
Nine one half one half
Months Ended Months Ended Months Ended
June 30, 2001 June 30, 2000 February 15, 2000
September 30, 2001 September 30, 2000 February 15, 2000
Revenues $ ~~119~~153,~~530~~765 $ ~~103~~170,~~343~~538 $ 30,222
Operating expenses:
Salaries, wages and fringe benefits 4258,~~071~~294 3355,~~744~~721 10,829
Operating supplies and expenses 27,727 28,455 5,199
Contractor equipment 19,654 24,863 3,436
Operating taxes and licenses 13,551 14,778 2,700
Impairment loss on revenue equipment 13,309 0 0
Operating supplies and expenses 20,862 16,545 5,199
Claims and insurance 12,654 7,215 1,417
Contractor equipment 15,785 15,365 3,436
Depreciation and amortization 10,278 8,910 2,236
Brokerage carrier expense 7,443 7,656 1,813
General supplies and expenses 8,860 8,160 1,437
Operating taxes and licenses 10,268 8,988 2,700
Brokerage carrier expense 8,820 13,579 1,813
Claims and insurance 8,393 4,360 1,417
Communications and utilities 3,100 2,194 551
Depreciation and amortization 8,186 5,311 2,236
Revenue equipment rents 603 3,519 994
General supplies and expenses 6,902 4,906 1,437
(Gain) loss on disposition of assets 12 (100) 3
Communications and utilities 2,103 1,165 551
Total operating expenses 176,862 167,294 30,615
Revenue equipment rents 364 2,355 994
Operating income (loss) (23,097) 3,244 (393)
(Gain) loss on disposition of assets 326 (227) 3
Interest expense, net 8,547 5,722 686
Loss on disposal of super heavy haul assets - 156 -
Other expense, net 646 46 38
Total operating expenses 136,012 100,324 30,615
Operating income (loss) (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)
Loss from continuing operations (32,290) (2,524) (40,767)
Income from discontinued operations of logistics
segment, net of income tax of $0. ~~133~~443 ~~170~~254 135
Net loss before extraordinary item (22,517) (319) (40,632)
Gain on disposal of logistics segment,
net of income tax of $0. 316 - -
Loss before extraordinary item (31,531) (2,270) (40,632)
Extraordinary gain on extinguishment of debt - - 42,682
Net income (loss) $ (2231,~~517~~531) $ (~~319~~2,270) $ 2,050
Basic and diluted earnings (loss) per share:
Net loss from continuing operations $ (11.33) $ (0.24) $ (7.15)
Loss from continuing operations $ (16.15) $ (1.26) $ (7.15)
Discontinued operations 0.0722 0.0812 0.02
Gain on disposal of logistics segment 0.16 - -
Extraordinary item - - 7.49
Net income (loss) $ (1115.2677) $ (01.1614) $ 0.36
Weighted average number of shares used in
computation of basic and diluted earnings
(loss) per share 1,999,649 1,999,649 5,702,000

See notes to unaudited consolidated financial statements.

5
Financial Statements continued

TRISM, Inc.
Consolidated Statements of Cash Flows
For the six months ended June 30, 2001 and 2000
For the nine months ended September 30, 2001 and 2000
(In thousands, unaudited)
Reorganized Predecessor
Company Company
Four and One and
Seven and One and
Six one half one half
Nine one half one half
Months Ended Months Ended Months Ended
June 30, 2001 June 30, 2000 February 15, 2000
September 30, 2001 September 30, 2000 February 15, 2000
Cash flows from operating activities:
Net income (loss) from continuing operations $ (22,517) $ (319) $ 2,050
Net income (loss) $ (31,531) $ (2,270) $ 2,050
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 810,~~186~~278 58,~~311~~910 2,236
Loss (gain) on disposition of assets, net ~~326~~12 (71100) 3
Impairment loss on revenue equipment 13,309 - -
Provision for losses on accounts receivable ~~658~~683 ~~575~~848 176
Changes in assets and liabilities:
Restricted cash and insurance deposits (2,~~021~~936) - -
Accounts receivable 116,~~578~~844 (76,~~598~~077) (666)
Materials and supplies ~~170~~343 ~~(431)~~- 455
Prepaid expenses 58,~~270~~078 14,~~907~~025 2,625
Accrued expenses and insurance reserves (310,~~481~~251) ~~351~~(1,406) (3,370)
Accounts payable ~~1,702~~(600) ~~1,452~~(17) 1,165
Other (~~200~~181) 99(92) (130)
Net cash provided by operating activities before
reorganization items 24,~~980~~048 13,~~276~~821 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~~217) 162
Net cash provided by operating activities 24,~~980~~048 ~~213~~2,604 1,474
Cash flows from investing activities:
Proceeds from sale of assets 15,~~949~~426 12,~~213~~497 522
Purchases of property and equipment (~~968~~1,286) (~~848~~1,680) (223)
Net cash provided by investing activities ~~981~~4,140 ~~365~~817 299
Cash flows from financing activities:
Net proceeds under revolving credit agreement 3,049 8,187 1,020
Net proceeds (repayments) under revolving credit agreement (2,164) 9,824 1,020
Repayment of long-term debt and capital lease obligations (34,~~820~~553) (712,~~016~~576) (3,797)
Increase (decrease) in bank overdrafts (1,261) ~~330~~952 920
Payment of deferred financing costs - (2,~~531~~599) (82)
Net cash used in financing activities (27,~~032~~978) (14,~~030~~399) (1,939)
Increase (decrease) in cash and cash equivalents ~~1,929~~210 (~~452~~978) (166)
Cash and cash equivalents, beginning of period 194 2,080 2,246
Cash and cash equivalents, end of period $ ~~2,123~~404 $ 1,~~628~~102 $ 2,080
Supplemental cash flow information:
Capital lease equipment purchases $ - $ 112 $ -
Conversion of operating leases to installment debt $ ~~1,064~~637 $ 2,~~592~~722 $ -

See notes to unaudited consolidated financial statements.

6
Notes to Consolidated Financial Statements

Financial Results and Liquidity

Trism, Inc. (the "Company"), has incurred net losses of $2231.5 million, $11.8 million, $18.4 million and $7.4 million during the ~~six~~nine months ended ~~June~~September 30, 2001 and the years ended December 31, 2000, 1999 and 1998, respectively. The Company has been, and continues to be, faced with a variety of operating challenges, including, among others, ~~escalating~~fleet ~~fuel costs~~utilization, an increase in insurance costs, and the ~~ability~~inability to attract and retain qualified driving employees. 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 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~~this ~~note~~constituted ~~holders~~Events ~~may~~of ~~call~~Default ~~the~~under ~~New Notes. The Company did not make these interest payments by~~ the ~~end~~terms of the ~~grace~~indenture ~~period,~~pursuant ~~and~~to ~~this~~which ~~constituted~~the anNew ~~Event~~Notes ofwere ~~Default~~issued, ~~under~~which gives the ~~terms~~noteholders of the ~~indenture~~right ~~pursuant~~ to ~~which~~accelerate the New Notes ~~were issued~~. The total arrearage as of ~~October~~November 3114, 2001 is $4.57 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~~that they ~~have~~ financed. Partial payments have been made to the lender and repossessions have been discontinued.

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.

~~The~~As ~~following~~a ~~events~~result ~~occurred~~of ~~after~~the ~~June~~continued 30decline in the profitability of the general freight services, ~~2001~~the toCompany has downsized the Heavy Haul segment. To facilitate the downsizing, ~~Secured~~the ~~Materials~~Company announced the closure of Trism Specialized Carriers ("TSC") on August 22, ~~and~~2001. ~~Logistics~~TSC ~~segments~~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 Co. ("TSMT"), which also operates in the Company:'s Secured Materials segment.

AsThe Company is in the process of returning 892 tractors to equipment lenders and selling 2,737 trailers with a ~~result~~carrying value of ~~the~~$39.4 ~~continued~~million ~~decline~~and $19.2 million respectively as of September 30, 2001. The majority of this equipment had been operated by TSC. However, management has identified excess equipment in the ~~profitability~~Secured ofMaterials segment that has been included in the ~~general~~above ~~freight~~amounts. Trailers ~~services,~~are being sold through an equipment broker the Company has ~~downsized~~engaged and the ~~Heavy~~proceeds ~~Haul~~will ~~segment~~be applied to the Revolver. ToManagement ~~facilitate~~estimates based on the ~~downsizing~~current market for used trailers, that the ~~Company~~proceeds ~~announced~~from such sales will not be sufficient to recover the ~~closure~~carrying value of the ~~Trism~~trailers. ~~Specialized~~As ~~Carriers~~a ~~("TSC")~~result onthe ~~August~~Company 22has recorded an impairment loss of approximately $1.2 million for trailers during the nine months ended September 30, 2001. Tractors ~~TSC~~are ~~completed~~being ~~delivery~~returned ofto ~~all~~the ~~shipments~~equipment inlenders ~~transit~~for todisposal ~~their~~and ~~destination~~proceeds ~~points~~will be applied to equipment debt. ~~The~~Management ~~Company~~estimates based on the current market for used tractors, that the proceeds from such sales will ~~continue~~not ~~some~~be ~~over-dimensional~~sufficient ~~services~~to inrecover the ~~Heavy~~carrying ~~Haul~~value ~~segment~~of ~~through~~the ~~Tri-State~~tractors. As ~~Motor~~a ~~Transit~~result, ~~("TSMT")~~the Company recorded an impairment loss of approximately $12.0 million for tractors during the nine months ended September 30, ~~which~~2001. Based ~~also~~on ~~operates~~the inbalance of equipment debt and the application of the anticipated proceeds from the sale of such tractors, the Company's ~~Secured~~expects ~~Materials~~the ~~segment~~remaining balance of the equipment debt will be approximately $10.7 million. Proceeds from executed sales as of September 30, 2001 are $2.0 million.

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.
7
Notes to Consolidated Financial Statements, Continued

Financial Results and Liquidity, Continued

In addition to the reduction in the fleet, the Company has also reduced the number of driver and non-driver employees and is closing fifteen leased terminal facilities. No payments or other benefits were provided to severed employees except for accrued vacation. With respect to the closed terminal facilities, the Company has been able to exit lease agreements and management does 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~~Services ~~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~~The Company has also ~~collateralizes~~listed for sale other land and terminal facilities throughout the country. These properties have been listed for sale at $8.3 million as compared to a carrying value of $5.6 million. All of these properties collateralize the Revolver and the sale proceeds will be used to reduce the Revolver. The Company sold 160 acres of unimproved land in Joplin that was listed for sale. The related sales price of $1.1 million and carrying value of $0.5 million is not included in the above amounts.

The ~~Company~~following ~~has~~events ~~also~~occurred ~~listed~~after ~~for~~September ~~sale~~30, 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.2001:

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~~suspended ~~agreed to suspend~~ this disqualification effective 6:00 a.m. November 5, 2001.

InOn ~~November~~October ~~2000~~16, 2001, the Company ~~purchased~~accepted aearly ~~premium-based~~payment ~~insurance policy against bodily injury and property damage with~~ a $~~500~~200,000 ~~deductible~~note ~~per occurrence~~receivable. AsThe a10 ~~result~~year ofnote ~~this policy, insurance costs have increased 44.5% from $2.9 million~~ for the ~~second~~sale ~~quarter 2000 to $4.2 million for the second quarter 2001. The Company has issued standby letters~~ of ~~credit~~property in ~~the amount of $9.3 million and collateralized an additional $4.4 million in the form of restricted cash deposits at June 30~~Claremore, ~~2001. Of~~Oklahoma ~~the~~was ~~$9.3~~settled ~~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~~full ~~amount~~for of $~~6.2 million have been drawn~~185, ~~and $1~~000.0 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~~In ~~credit~~November ~~facilities~~2001, ~~are~~the ~~not~~Company ~~expected~~advised toThe beCIT ~~sufficient~~Group/Business toCredit, ~~cover~~Inc. ~~liquidity~~and ~~requirements~~Fleet ~~for~~Capital ~~the~~Corporation, ~~next~~("revolving ~~twelve~~credit ~~months~~lenders") ~~and~~that certain of the ~~Company~~collateral isborrowing ~~facing~~base ~~the~~certificates ~~prospect~~that ofare ~~not~~prepared ~~having~~and ~~adequate~~sent ~~funds~~daily to ~~operate~~the ~~its~~revolving ~~business. Due~~credit tolenders ahave ~~number~~overstated ofcollateral ~~uncertainties,~~assets ~~many~~by ofan ~~which~~estimated ~~are~~$4.4 ~~outside~~million. ~~the~~On ~~control~~discovery of the ~~Company~~misstatement, ~~there~~the ~~can~~Company betook noimmediate ~~assurance~~action ~~that~~to ~~additional~~terminate ~~credit~~the ~~facilities~~employment ~~can~~of bethe ~~arranged~~Treasurer, orand ~~that~~to ~~any~~increase ~~long~~the ~~term~~amount ~~restructuring~~of ~~can~~borrowing bebase ~~successfully~~collateral ~~initiated~~by orpledging ~~implemented,~~all inof ~~which case~~ the Company's ~~may~~unencumbered bereal ~~compelled~~property assets to ~~file~~its ~~for~~revolving ~~protection~~credit ~~under~~lenders ~~Chapter 11 or~~ to ~~liquidate~~bring ~~under Chapter 7 of~~ the ~~Bankruptcy~~collateral ~~Code. Moreover,~~borrowing itbase ~~may~~in beline ~~necessary~~with ~~for~~its ~~the~~current ~~Company~~loan tobalance. The ~~file~~erroneous ~~under~~borrowing ~~Chapter~~base 11certificates tohad ~~implement~~no ~~any~~effect ~~consensually~~on ~~negotiated restructuring of its indebtedness or a sale of~~ the Company's asfinancial ~~discussed above~~statements.

8
Notes to Consolidated Financial Statements, Continued

Financial Results and Liquidity, Continued

~~These~~In ~~matters~~November ~~raise~~2000, ~~substantial~~the ~~doubt~~Company ~~about~~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 48.3% from $2.9 million for the ~~Company's~~third ~~ability~~quarter 2000 to ~~continue~~$4.3 million for the third quarter 2001. The Company issued standby letters of credit in the amount of $9.3 million and collateralized an additional $5.4 million in the form of restricted cash deposits at September 30, 2001 in respect of their policies. Of the $9.3 million letters of credit, only $2.1 million remain outstanding as aof ~~going~~September ~~concern~~30, 2001, $6.2 ~~The~~million was presented for payment, and $1.0 million was cancelled. During the quarter ended September 30, 2001, the Company's ~~continued~~insurer ~~existence~~for ispersonal ~~dependent~~injury onand ~~several~~property ~~factors~~damage for period from November 1, ~~including~~1993 through October 31, 1999 presented for payment a $6.0 million letter of credit, which was collateral for the Company's ~~ability~~liability tofor ~~overcome~~ the ~~operational~~deductible ~~and~~portion ~~liquidity~~of ~~issues~~outstanding ~~discussed~~claims ~~above~~for that period. The ~~Company's~~insurer ~~consolidated~~has ~~financial~~assumed ~~statements~~responsibility for ~~the~~these ~~three~~claims ~~and~~up ~~six~~to ~~months~~$6.0 ~~ended~~million. The ~~June~~Company 30believes there will be no further liability associated with outstanding claims. The Company reduced its self insurance reserves by $4.9 million, ~~2001~~which ~~and~~was the estimated liability recorded for the ~~year~~claims ~~ended~~assumed ~~December~~by the insurer. On October 31, ~~2000~~2001, dothe ~~not~~Company ~~include~~obtained ~~any~~financing ~~adjustments~~for ~~that~~insurance ~~might~~coverage ~~result~~for ~~from~~ the ~~outcome~~Company's ofoperations ~~this~~for ~~uncertainty~~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.

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 nine months ended September 30, 2001 and for the year ended December 31, 2000 do not include any adjustments that might result from the outcome of this uncertainty.

As previously discussed, management is exploring alternative financing structures and has also engaged in preliminary discussions with potential purchasers of some or all of the Company's assets. In order to effect a refinancing or sale, management has begun to implement a business plan that can significantly improve operating results. To date, management has, among other things, significantly reduced the size of its Heavy Haul segment by shedding unprofitable volume and focusing its efforts in this segment on a regional (as opposed to a national) basis, attempted to concentrate on the Secured Materials segment, a niche market which management believes is a core capability of the Company, and has sold the logistics segment. With this downsizing, the Company has (1) eliminated unnecessary personnel, (2) focused on other cost containment initiatives, (3) started to dispose of excess fleet and other property, the proceeds from which have been, and will be, utilized to reduce debt and (4) closed certain unneeded terminal facilities. The continued support of the Company's vendors, customers, lenders, stockholders and employees will continue to be key to the Company's future success.

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~~Notes 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 beConsolidated ~~included~~Financial ~~in a full set of financial statements. In the opinion of management~~Statements, all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of June 30, 2001 and the results of operations and cash flows for the periods ended June 30, 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. Continued

Accounting Policies continued

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 September 30, 2001 and the results of operations and cash flows for the periods ended September 30, 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.

9
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.

Notes to Consolidated Financial Statements, Continued

Emergence from Bankruptcy continued

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 payments 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 post-recapitalization.

Revolving 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 maintenance 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~~There ~~and~~was no cash availability under the Revolver ~~was approximately $0.04 million and $0.6 million~~ at September 30, 2001 and ~~June~~October 3031, 2001, respectively;, after reserving $2.8 million and $32.80 million as required by the forbearance agreement as of September 30, 2001 and ~~June~~October 3031, 2001~~, respectively~~. Borrowings under the Revolver amounted to approximately $23.3 million and $2819.58 million at September 30, 2001 and ~~June~~October 3031, 2001~~, respectively~~. The September 30, 2001 Revolver balance includes $6.2 million of letters of credit which have been drawn during the ~~three~~quarter ~~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 anoncompliance ~~change~~with inthe ~~management~~underlying credit agreement.

10
Notes to Consolidated Financial Statements, Continued
Shareholder Rights Plan

On April 27, 2001, the 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 certain circumstances if a person or group (other than those eligible to report beneficial ownership on Schedule 13(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 April 26, 2011, unless earlier redeemed by ~~Trism~~the Company. The complete description and terms of the rights are set forth in a Rights Agreement between ~~Trism~~the Company and Continental Stock Transfer & Trust Company, as Rights Agent.

Notes to Consolidated Financial Statements, Continued

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.

11
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.
               Extraordinary Gain
12
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 six months ended June 30, 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):

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

Pro forma Condensed Statement of Operations
For six months ended June 30, 2000
Six Months
Ended
Revenues $ 144,200
Operating expenses 140,786
Operating income 3,414
Interest expense, net 4,540
Other expense, net 171
Net loss $ (1,297)
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 nine months ended September 30, 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 nine months ended September 30, 2000

Nine Months

Ended

Revenues $ 216,725

Operating expenses 212,877

Operating income 3,848

Interest expense, net 6,859

Other expense, net 237

Net loss $ (3,248)

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.

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.

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.

13
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 two reportable segments: Heavy Haul and Secured Materials. Prior 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 Co. ("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 and Trism Environmental Services ("TES"). The Secured Materials services are characterized by the toxic or explosive nature and special handling requirements of the cargo. The cargo typically consists of military munitions, commercial explosives, hazardous waste, and radioactive materials. The largest markets for Secured Materials are the United States government and various governmental agencies, waste generators, and environmental clean-up firms. TSMT is the largest 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 radioactive materials market and operates throughout the United States, but its primary market focus is east of the Mississippi. The operating companies within the Secured Materials segment have operating authority in the continental United States and certain provinces of Canada.

14
Notes to Consolidated Financial Statements, Continued

Segment and Related Information, Continued

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

	Three	Three
	Months Ended	Months Ended
	June 30, 2001	June 30, 2000
	September 30, 2001	September 30, 2000
Operating revenue
Heavy Haul	$ 4520,~~766~~268	$ 5250,~~976~~289
Secured Materials	1815,~~412~~455	1819,~~884~~545
Intersegment eliminations	(21,~~656~~488)	(2,~~977~~639)
Consolidated	$ 6134,~~522~~235	$ 6867,~~883~~195
Operating income (loss)
Heavy Haul	$ (155,~~402~~211)	$ ~~1,351~~3
Secured Materials	~~612~~(1,188)	~~578~~278
Consolidated	$ (146,~~790~~399)	$ ~~1,929~~281
Interest expense, net	32,~~044~~838	2,~~316~~319
Other expense, net	~~252~~402	25(3)
Net loss from continuing operations	$ (18,086)	$ (412)
Loss from continuing operations	$ (9,639)	$ (2,035)
Income from discontinued operations of logistics	$ 46310	$ 6484
segment, net of income tax of $0.
Net loss	$ (18,040)	$ (348)
Gain on disposal of logistics segment,
net of income tax of $0.	316	-
Net loss	$ (9,013)	$ (1,951)

15
Notes to Consolidated Financial Statements, Continued

Segment and Related Information, Continued

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

Reorganized ~~Predecessor~~ Predecessor
Company ~~Company~~ Company
Four and One and
Seven and One and
Six one half one half
Nine one half one half
Months Ended ~~Months Ended~~ Months Ended Months Ended
June 30, 2001 June 30, 2000 February 15, 2000
September 30, 2001 September 30, 2000 February 15, 2000
Operating revenue
Heavy Haul $ 87107,~~718~~987 ~~$ 78,903~~ $ 22129,~~108~~192 $ 22,108
Secured Materials 3651,~~284~~739 ~~28,821~~ 948,~~315~~366 9,315
Intersegment eliminations (45,~~472~~961) ~~(4,381)~~ (17,~~201~~020) (1,201)
Consolidated $ ~~119~~153,~~530~~765 ~~$ 103,343~~ $ 30170,~~222~~538 $ 30,222
Operating income (loss)
Heavy Haul $ (1722,~~339~~765) ~~$ 1,744~~ $ ~~(590)~~1,690 $ (590)
Secured Materials ~~857~~(332) ~~1,275~~ ~~197~~1,554 197
Consolidated $ (1623,~~482~~097) ~~$ 3,019~~ $ ~~(393)~~3,244 $ (393)
Interest expense, net 58,~~709~~547 ~~3,403~~ ~~686~~5,722 686
Other expense, net ~~459~~646 ~~105~~ 3846 38
Reorganization items:
Loss on adjustment of assets to fair market value - - ~~39,450~~- 39,450
Financial restructuring costs - - ~~200~~- 200
Net loss from continuing operations $ (22,650) $ (489) $ (40,767)
Loss from continuing operations $ (32,290) $ (2,524) $ (40,767)
Income from discontinued operations of logistics
segment, net of income tax of $0. ~~133~~443 ~~170~~ ~~135~~254 135
Net loss before extraordinary item $ (22,517) $ (319) $ (40,632)
Gain on disposal of logistics segment,
Extraordinary gain on extinguishment of debt - - 42,682
net of income tax of $0. 316 - -
Net income (loss) $ (22,517) $ (319) $ 2,050
Loss before extraordinary item $ (31,531) $ (2,270) $ (40,632)
Extraordinary gain on extinguishment of debt - - 42,682
Net income (loss) $ (31,531) $ (2,270) $ 2,050

16
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 possible 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 following discussion and analysis should be read in conjunction with the Company's Consolidated Financial Statements and notes for the year ended December 31, 2000 and three and ~~six~~nine months ended ~~June~~September 30, 2001.

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~~nine months ended ~~June~~September 30, 2000 represents the mathematical addition of the historical amounts for the predecessor company period January 1 through February 15, 2000, and the reorganized company period, February 16 through ~~June~~September 30, 2000. Consequently, the current year's information presented below does not comply with accounting 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.

The following tables summarize certain financial information on a percentage of revenue basis and selected operating data for the three and ~~six~~nine months ended ~~June~~September 30, 2001 and 2000:

	Three Months Ended June 30,			Six Months Ended June 30,
	Three Months Ended September 30,			Nine Months Ended September 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	3447.74	32.47	214.37	3537.29	33.51	14.78
Impairment loss on revenue equipment	21.6	-	21.6	11.1	-	11.1
Operating supplies and expenses	19.4	17.6	1.8	18.0	16.8	1.2
Operating supplies and expenses	17.3	16.0	1.3	17.5	16.3	1.2
Contractor equipment	11.3	14.1	(2.8)	12.8	14.1	(1.3)
Contractor equipment	13.6	15.1	(1.5)	13.2	14.1	(0.9)
Operating taxes and licenses	9.6	8.6	1.0	8.8	8.7	0.1
Brokerage carrier expense	6.4	7.7	(1.3)	6.2	7.1	(0.9)
Impairment loss on revenue equipment	-	-	-	8.7	-	8.7
Operating taxes and licenses	8.1	8.7	(0.6)	8.6	8.8	(0.2)
Claims and insurance	12.5	4.2	8.3	8.2	4.3	3.9
Claims and insurance	6.8	4.2	2.6	7.0	4.3	2.7
Depreciation and amortization	6.1	5.4	0.7	6.7	5.6	1.1
Depreciation and amortization	6.7	5.2	1.5	6.8	5.7	1.1
General supplies and expenses	5.7	4.8	0.9	5.8	4.8	1.0
General supplies and expenses	6.3	5.0	1.3	5.8	4.7	1.1
Brokerage carrier expense	4.0	8.8	(4.8)	5.7	7.7	(2.0)
Communications and utilities	12.79	01.85	01.94	12.80	1.34	0.56
Revenue equipment rents	0.7	(01.3)7	(1.0)	0.34	2.52	(21.28)
(Gain) loss on disposition of assets	(0.29)	~~2.2~~-	(2.0.9)	~~0.3~~-	~~(0.2)~~-	~~0.5~~-
Loss on disposal of super heavy haul	-	0.2	(0.2)	-	0.1	(0.1)
Total operating expenses	118.7	99.4	19.3	115.0	98.7	16.3
Total operating expenses	124.1	97.2	26.9	113.8	98.2	15.6
Operating income (loss)	(18.7)	0.6	(19.3)	(15.0)	1.3	(16.3)
Operating income (loss)	(24.1)	2.8	(26.9)	(13.8)	1.8	(15.6)

17
Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

Three Months ~~Three Months~~ Nine Months ~~Six Months~~
Ended June 30, Ended June 30,
Ended September 30, Ended September 30,
2001 ~~2001~~ 2000 ~~2000~~ 2001 ~~2001~~ 2000 ~~2000~~
Selected operating data:
Revenue per loaded mile (a) $1.89 ~~$1.93~~ $1.84 ~~$1.82~~ $1.89 ~~$1.89~~ $1.82 ~~$1.82~~
Revenue per total mile (a) $1.51 ~~$1.60~~ $1.52 ~~$1.51~~ $1.55 ~~$1.56~~ $1.51 ~~$1.50~~
Load factor (b) 80.2% ~~83.0%~~ 82.9% ~~82.9%~~ 82.2% ~~82.8%~~ 82.8% ~~82.8%~~
Revenue per tractor per day (c) $553 ~~$572~~ $531 ~~$514~~ $540 ~~$536~~ $517 ~~$510~~
Miles per tractor per day (c) 365 ~~357~~ 348 ~~340~~ 348 ~~343~~ 342 ~~339~~
Average length of haul in miles (d) 949 ~~987~~ 975 ~~942~~ 970 ~~976~~ 947 ~~934~~
Tractors (e) 919 ~~1,536~~ 1,762 ~~1,845~~ 1,360 ~~1,581~~ 1,811 ~~1,836~~
Total loads (000's) 18 29 32 35 75 58 101 69
Total tractor miles (000's) 20,974 ~~34,298~~ 38,058 ~~39,530~~ 88,972 ~~67,999~~ 115,782 ~~77,724~~
(a) Freight revenues exclude brokerage, Super Heavy Haul and fuel surcharge revenues.
(a) Freight revenues exclude brokerage, Super Heavy Haul and fuel surcharge revenues.
(b) Load factor represents loaded miles as a percentage of total miles.
(b) Load factor represents loaded miles as a percentage of total miles.
(c) Based on weighted average number of tractors during period
(c) Based on weighted average number of tractors during period
(d) Calculated as the average distance from origin to the destination of the shipments.
(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.
(e) Includes the monthly average of owned, leased and independent contractors, except for those held for disposal.

Summary of 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
~~Consolidated~~Third ~~revenues~~Quarter ~~decreased~~2001 byas ~~$7.4~~compared ~~million due in large part~~ to ~~the~~Third ~~$7.2~~Quarter ~~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.~~

~~Six~~Consolidated revenues decreased by $33.0 million due to a $30.0 million decrease in Heavy Haul revenue and a $3.0 million decrease in Secured Materials revenue. Heavy Haul revenue declined from $50.3 million to $20.3 million for the three months ended ~~June~~September 30, 2000 and 2001. The asdecline ~~compared~~in total revenue was caused by the decrease of 17.0 million miles, despite an increase in revenue per tractor per day from $531 to ~~six~~$553 ~~months~~and an increase in revenue per loaded mile from $1.84 to $1.89 during the quarter ended ~~June~~September 30, 2000 and 2001, respectively.

~~Consolidated~~Nine ~~revenues~~months ~~decreased~~ended bySeptember ~~$14.0~~30, ~~million~~2001 ~~due~~as incompared ~~large part~~ to ~~the~~nine ~~$13.3 million decrease in Heavy Haul revenue. Heavy Haul revenue declined from $101.0 million to $87.7 million for the six~~ months ended ~~June~~September 30, 2000 ~~and 2001. The decline in revenue was caused by a decrease of 9.7 million miles despite an increase in revenue per loaded mile from $1.82 to $1.89.~~

18Consolidated revenues decreased by $47.0 million due to a $43.3 million decrease in Heavy Haul revenue and a $3.7 million decrease in Secured Materials revenue. Heavy Haul revenue declined from $151.3 million to $108.0 million for the nine months ended September 30, 2000 and 2001. The decline in total revenue was caused by the downsizing of Heavy Haul and Secured Materials and a decrease of 26.8 million miles, despite an increase in revenue per tractor per day from $517 to $540 and an increase in revenue per loaded mile from $1.82 to $1.89 during the nine months ended September 30, 2000 and 2001, respectively.

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued
Operating Income
Second Quarter 2001 as compared to Second Quarter 2000
Consolidated operating income decreased by $16.7 million including $13.3 million impairment loss on revenue equipment from $1.9 million to an operating loss of $14.8 million. The remaining $3.4 million is attributable to Heavy Haul. The decline in operating income is only 44 percent as much as the decline in revenue due to the reduction in variable costs related to the Heavy Haul fleet downsizing.
Six months ended June 30, 2001 as compared to six months ended June 30, 2000
Consolidated operating income decreased $19.1 million primarily due to $13.3 million impairment loss on revenue equipment and a $4.9 million decrease in Heavy Haul operating income. The impact is less on operating income than revenue due to the reduction in variable costs (wages, fuel, permits, etc.) related to the Heavy Haul fleet downsizing.
Operating expenses
~~Second~~Third Quarter 2001 as compared to ~~Second~~Third Quarter 2000

~~While~~Total ~~most~~operating expenses ~~decreased~~were ~~with~~approximately ~~the~~$40.5 ~~downsizing~~million ~~effort,~~for ~~depreciation~~the ~~and~~quarter ~~insurance~~ended ~~expenses~~September ~~increased~~30, as2001 ~~well~~ as, ancompared ~~impairment~~to ~~loss of~~ $1366.38 million ~~recorded~~ for the ~~three~~quarter ~~months~~ ended ~~June~~September 30, ~~2001~~2000. While ~~However,~~most expenses decreased with the ~~increase~~downsizing, ininsurance ~~depreciation~~expense ~~was~~increased ~~more~~as ~~than~~a ~~offset~~result byof the ~~reduction~~2001 inpolicy. The ~~equipment~~following ~~rents.~~expense categories increased or decreased between the respective quarters:

Salaries, wages, and fringes benefits, ~~contractor~~decreased ~~equipment~~$5.8 ~~expenses,~~million as a result of downsizing driver and ~~broker~~non-driver ~~carrier~~personnel ~~expenses~~and ~~all~~no ~~decreased~~payments asor aother ~~direct~~benefits ~~result~~were ofprovided ~~fewer~~to ~~miles~~severed ~~and~~employees ~~the~~except ~~fleet~~for ~~downsizing~~accrued vacation.

Operating ~~taxes~~supplies and ~~licenses~~expenses decreased $05.32 million due primarily to a decrease of $2.7 million by purchasing ~~638~~2,235,000 gallons of fuel less atin the ~~average~~third ~~tax~~quarter ~~rate of $0~~2001.~~429 per gallon.~~ In addition, ~~over-dimensional~~tire ~~permits~~expenses declined $01.52 million as a result of ~~5,000~~fleet ~~fewer loads~~downsizing.

~~Claims~~Contractor ~~and~~equipment ~~insurance~~decreased ~~expense~~$5.6 ~~increased~~million asdue to a ~~result~~decrease ofin ~~claims~~the ~~liability~~number of ~~the~~independent ~~$500,000~~contractors ~~deductible~~after ~~insurance~~the ~~policy in place during 2001~~downsizing.

~~Depreciation~~Brokerage carrier expense ~~increased~~decreased as$4.5 amillion ~~result~~due ofto ~~purchasing~~decreased ~~152~~brokerage ~~tractors~~revenue ~~at the end of 2000~~ and ~~improvements~~related ~~made~~third toparty ~~existing~~carrier ~~equipment~~costs.

~~Revenue~~Operating ~~equipment~~taxes ~~rents~~& licenses decreased as$2.5 ~~several~~million ofdue ~~the~~to ~~operating~~fewer ~~lease~~Heavy ~~contracts~~Haul ~~have~~loads, ~~expired~~which ~~and~~require ~~payments~~over-dimensional onpermits, ~~remaining~~as ~~operating~~well ~~leases~~as ~~have~~savings ~~not~~in ~~been~~fuel ~~made~~taxes from reduced purchases of fuel in the quarter.

~~Six~~Depreciation ~~months~~and ~~ended~~amortization ~~June~~decreased ~~30,~~$1.5 ~~2001~~million as ~~compared~~a toresult ~~six~~of ~~months~~discontinued ~~ended~~depreciation ~~June~~of 30idle equipment held for disposal, ~~2000~~sale of certain equipment, and reduction of the depreciable base of revenue equipment due to the second quarter impairment loss.

~~Operating~~General ~~expenses~~supplies ~~increased~~and expense decreased $5.1.2 million ~~due~~as toa ~~the~~result ~~impairment~~of ~~loss~~decreases ~~on revenue equipment and increases~~ in fixed costs, such as, ~~communications~~advertising and ~~insurance~~employee ~~expense~~expenses, offset by ~~savings~~an inincrease ~~variable costs (wages, fuel, permits, etc.) due to the decrease~~ in ~~the~~professional ~~number of tractors~~fees.

Claims and insurance expense increased $1.4 million as a result of the increased claims liability due to the $500,000 deductible under the insurance policy in place during 2001.

Revenue equipment rents decreased $0.9 million as several of the operating lease contracts have expired.

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

Nine months ended September 30, 2001 as compared to nine months ended September 30, 2000

Total operating expenses were approximately $176.6 million for the nine months ended September 30, 2001 as compared to $197.8 million for the nine months ended September 30, 2000. While most expenses decreased with the downsizing, insurance expense increased as a result of the 2001 policy. The following expense categories increased or decreased between the respective periods:

Salaries, wages, and fringes benefits decreased $8.3 million as a result of downsizing driver and non-driver personnel and no payments or other benefits were provided to severed employees except for accrued vacation.

Operating supplies and expenses decreased $5.9 million due primarily to a decrease of $3.5 million by purchasing 3,436,000 gallons of fuel less in the nine months ended September 30, 2001. In addition, tire expenses declined $1.4 million as a result of fleet downsizing.

Contractor equipment decreased $8.6 million due to a decrease in the number of independent contractors after the downsizing.

Brokerage carrier expense decreased $6.6 million due to decreased brokerage revenue and related third party carrier costs.

Operating taxes & licenses decreased $3.9 million due to fewer Heavy Haul loads, which require over-dimensional permits, as well as, savings in fuel taxes from reduced purchases of fuel in the nine month period.

Depreciation and amortization decreased $0.9 million as a result of discontinued depreciation of idle equipment held for disposal, sale of certain equipment, and reduction of the depreciable base of revenue equipment due to the second quarter impairment loss.

General supplies and expense decreased $0.7 million as a result of decreases in fixed costs, such as, advertising and employee expenses, offset by an increase in professional fees.

Claims and insurance expense increased $4.0 million as a result of the increased claims liability due to the $500,000 deductible under the insurance policy in place during 2001.

Revenue equipment rents decreased $3.9 million as several of the operating lease contracts have expired.

Impairment loss on revenue equipment of $13.3 million was recorded in June 2001 for expected losses on disposal of revenue equipment.

Liquidity and Capital Resources
~~Net~~Operating 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.Activities

Net cash provided by operating activities decreased by $0.03 million during the nine months ended September 30, 2001, 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, decrease in insurance reserves, and the increase in restricted deposits as required for collateralization of the insurance policy on bodily injury and property damage.

Investing Activities

Net cash provided by investing activities ~~has~~ increased $0.3.0 million during the nine months ended September 30, 2001, due to increase in proceeds from sale of ~~assets~~revenue equipment and a decrease in purchases of property, plant, and equipment.

19
Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued
Financing Activities

Net cash used in financing activities ~~has~~ increased $01.96 million during the nine months ended September 30, 2001, due to ~~reduced~~repayments ~~payments~~ on ~~equipment~~the ~~debt~~revolver, offset by reduced ~~borrowing~~payments ~~capacity~~on equipment debt. Failure to make equipment debt payments has forced the Company into default on its equipment debt.

Capital Requirements

The Company ~~does not have any~~ plans to ~~replace~~continue orto ~~increase~~decrease ~~its~~the tractor and trailer fleet in 2001. The Company has residual obligations of approximately $910.35 million, primarily relating to certain capital lease obligations, that will mature within the twelve month period ended ~~June~~September 30, 2002. The Company will return equipment to the lessors at the end of the lease term.

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 4448.53% from $2.9 million for the ~~second~~third quarter 2000 to $4.23 million for the ~~second~~third quarter 2001. The Company ~~has~~ issued standby letters of credit in the amount of $9.3 million and collateralized an additional $45.4 million in the form of restricted cash deposits at ~~June~~September 30, 2001 in respect of their policies. Of the $9.3 million letters of credit, only $2.1 million ~~are~~remain ~~still~~ outstanding as of September 30, 2001., $6.2 million was presented for payment, and $1.0 million was cancelled. During the ~~three~~quarter ~~months~~ ended September 30, 2001, ~~letters~~the ofCompany's ~~credit~~insurer infor personal injury and property damage for the ~~amount~~period offrom November 1, 1993 through October 31, 1999 presented for payment a $6.20 million ~~have~~letter ~~been~~of ~~drawn~~credit, ~~and~~which was collateral for the Company's liability for the deductible portion of outstanding claims for that period. The insurer has assumed responsibility for these claims up to $16.0 million. The ~~has~~Company ~~been~~believes ~~cancelled~~there will be no further liability associated with outstanding claims. The Company reduced its self insurance reserves by $4.9 million, which was the estimated liability recorded for the claims assumed by the insurer. On October 31, 2001, the Company ~~has~~ obtained financing for insurance coverage for the Company's operations for a twelve month period beginning November 1, 2001 through October 31, 2002.

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~~mutually provided for interest at the prime rate plus .25% or LIBOR plus 2.25%. No financial maintenance 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.

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~~this ~~note~~constituted ~~holders~~Events ~~may~~of ~~call~~Default ~~the~~under ~~New Notes. The Company did not make these interest payments by~~ the ~~end~~terms of the ~~grace~~indenture ~~period,~~pursuant ~~and~~to ~~this~~which ~~constituted~~the anNew ~~Event~~Notes ofwere ~~Default~~issued, ~~under~~which give the ~~terms~~noteholders of the ~~indenture~~right ~~pursuant~~ to ~~which~~accelerate the New Notes ~~were issued~~. The total arrearage as of ~~October~~November 3114, 2001 is $4.57 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~~that they have financed. Partial payments have been made to the lender and repossessions have been discontinued.

20
Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued
Capital Requirements, Continued

~~Cash~~In ~~and~~November ~~availability~~2001, ~~under~~ the ~~Revolver~~Company ~~was~~advised ~~approximately~~The ~~$0.04~~CIT ~~million~~Group/Business ~~and~~Credit, $0Inc.6 ~~million~~and atFleet ~~September~~Capital 30Corporation, ~~2001~~("revolving ~~and~~credit ~~June~~lenders") ~~30,~~that ~~2001,~~the ~~respectively;~~Collateral ~~after~~Borrowing ~~reserving~~Base ~~$2.8~~Certificates ~~million~~that ~~and~~are ~~$3.8~~prepared ~~million~~and assent ~~required~~daily byto the ~~forbearance~~revolving ~~agreement~~credit aslenders ofhave ~~September~~overstated ~~30,~~collateral ~~2001~~assets ~~and~~by ~~June~~an ~~30,~~estimated ~~2001, respectively. Borrowings under the Revolver amounted to approximately~~ $234.34 million ~~and $28~~.5 ~~million~~On atdiscovery ~~September~~of 30the misstatement, ~~2001~~the ~~and~~Company ~~June~~took ~~30,~~immediate ~~2001,~~action ~~respectively. The~~to ~~September~~terminate ~~30,~~the ~~2001~~employment ~~Revolver~~of ~~balance~~the ~~includes~~Treasurer, ~~$6.2~~and ~~million~~to ~~letters~~increase the amount of ~~credit~~borrowing ~~which~~base ~~have~~collateral ~~been~~by ~~drawn~~pledging ~~during~~additional ~~the~~unencumbered ~~three~~real ~~months~~property ~~ended~~assets ~~September~~to ~~30,~~its ~~2001. The~~revolving ~~Company~~credit ~~has~~lenders ~~classified~~to bring the ~~long-term~~collateral ~~debt~~borrowing ~~under~~base ~~the~~in ~~Revolver~~line aswith its current ~~due~~loan tobalance. The ~~the~~erroneous ~~existence~~borrowing ofbase ~~the~~certificates ~~technical~~had ~~default~~no ~~caused~~effect byon athe ~~change~~Company's infinancial ~~management~~statements.

~~Collection~~There ~~efforts~~was ~~have~~no ~~been~~cash ~~increased~~availability tounder ~~generate~~the ~~needed~~Revolver ~~cash~~at September 30, 2001 and October 31, 2001, respectively, after reserving $2. ~~The~~8 ~~balance~~million and $2.0 million as required by the forbearance agreement as of ~~past~~September ~~due~~30, ~~receivables~~2001 ~~(outstanding~~and ~~more~~October ~~than~~31, 902001. Borrowings ~~days)~~under ~~has~~the ~~decreased~~Revolver ~~from~~amounted to approximately $23.3 million and $19.78 million at ~~December~~September 30, 2001 and October 31, ~~2000~~2001. The toSeptember 30, 2001 Revolver balance includes $26.92 million atof ~~June~~letters of credit which have been drawn during the quarter ended September 30, 2001. The Company has classified the long-term debt under the Revolver as current due to the technical default caused by noncompliance with the underlying credit agreement.

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~~nine months ended ~~June~~September 30, 2001 and for the year ended December 31, 2000 do not include any adjustments that might result from the outcome of this uncertainty.

As previously discussed, management is exploring alternative financing structures and has also engaged in preliminary discussions with potential purchasers of some or all of the Company's assets. In order to effect a refinancing or sale, management has begun to implement a business plan that can significantly improve operating results. To date, management has, among other things, significantly reduced the size of its Heavy Haul segment by shedding unprofitable volume and focusing its efforts in this segment on a regional (as opposed to a national) basis, attempted to concentrate on the Secured Materials segment, a niche market which management believes is a core capability of the Company, and has sold the logistics segment. With this downsizing, the Company has (1) eliminated unnecessary personnel, (2) focused on other cost containment initiatives, (3) started to dispose of excess fleet and other property, the proceeds from which have been utilized to reduce debt and (4) closed certain unneeded terminal facilities. The continued support of the Company's vendors, customers, lenders, stockholders and employees will continue to be key to the Company's future success.

See the accompanying notes to the unaudited consolidated financial statements for an additional discussion of the Company's liquidity and capital resources.

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.

During the six months ended June 30, 2001, fuel prices have averaged $1.40 per gallon as compared to $1.37 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. The market risks to the Company at September 30, 2001 are similar to those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2000.

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

Accounting Pronouncements

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

Accounting Pronouncements, Continued

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

22
PART II - OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds
On April 27, 2001, the 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 certain circumstances if a person or group (other than those eligible to report beneficial ownership on 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 April 26, 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.
Item 3. Default upon Senior Securities

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 interest payments relating to such notes, which were due March 15, 2001 and September 15, 2001. Under the terms of the New Notes, the Company ~~had a thirty-day grace period on these interest payments before the note holders could call the New Notes. The Company~~ did not make ~~the~~these interest ~~payment~~payments by the end of the grace period, and this constituted anEvents ~~Event~~ of Default under the terms of the indenture pursuant to which the New Notes were issued, which gives the noteholders the right to accelerate the New Notes. The total arrearage as of ~~October~~November 3114, 2001 is $4.57 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.

23
Item 6. Exhibits and Reports on Form 8-K

A. Exhibits

The following exhibits are filed as part of this 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
Designation Nature of Exhibit

11 Computation of basic and diluted earnings
(loss) per common share

B. Reports on Form 8-K

During the quarter covered by this report, ~~there~~no ~~was~~reports ~~one report~~ on Form 8-K ~~filed~~were ~~as follows:~~ filed.

I. Other Events - Filed on April 30, 2001, reporting on the adoption of the Shareholders Rights Plan.
Subsequent to the quarter covered by this report and prior to the filing of this Form 10-Q, no reports on Form 8-K were filed.

24
SIGNATURES

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

TRISM, INC.

	By:/s/Thomas P. Krasner
	Thomas P. Krasner
	Chairman, President and
	Chief Executive Officer

Date: ~~November 1, 2001~~

November 16, 2001

TRISM, Inc.
Consolidated Balance Sheets
As of June 30, 2001 and December 31, 2000
As of September 30, 2001 and December 31, 2000
(In thousands, except share amounts, unaudited)
ASSETS	~~June~~September 30, 2001	December 31, 2000
Current assets:
Cash and cash equivalents	$ ~~2,123~~404	$ 194
Restricted cash and insurance deposits	45,~~521~~436	2,500
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 $1,759 and $1,627 at September 30, 2001 and
2000, respectively
December 31, 2000, respectively	17,358	36,002
Other receivables	~~895~~1,739	622
Materials and supplies	~~680~~507	850
Prepaid insurance	31,~~273~~073	7,942
Other prepaid expenses	32,~~115~~507	3,716
Total current assets	4829,~~100~~024	51,826
Property and equipment, at cost	~~102~~15,~~781~~282	117,040
Less: accumulated depreciation and amortization	(197,~~814~~125)	(12,315)
Net property and equipment	828,~~967~~157	104,725
Other assets, net	1,960	1,739
Property and equipment held for disposal	69,440	0
Total assets	$ 133,027	$ 158,290
Other assets, net	1,947	1,739
Total assets	$ 108,568	$ 158,290
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$ 1715,~~533~~231	$ 15,831
Bank overdraft	0	1,261
Accrued expenses and insurance reserves	1411,~~592~~259	18,330
Current maturities of long-term debt:
Principal payments	119,~~189~~844	14,222
Residual obligations on equipment debt	910,~~323~~532	4,975
Long term debt classified as current:
Revolving credit facility	2823,~~489~~276	25,440
Equipment debt	3029,~~934~~909	35,004
Senior subordinated notes	30,000	30,000
Total current liabilities	~~142~~130,~~060~~051	145,063
Insurance reserves	73,~~337~~900	7,080
Total liabilities	~~149~~133,~~397~~951	152,143
Stockholders' equity:
Common stock; $.01 par; 5,000,000 shares authorized;
2,000,000 shares issued and 1,999,649 outstanding.	20	20
2,000,000 shares issued and 1,999,649 outstanding	20	20
Additional paid-in capital	19,980	19,980
Accumulated deficit	(3645,~~370~~383)	(13,853)
Treasury stock, at cost, 351 shares	-	-
Total stockholders' equity (deficit)	(1625,~~370~~383)	6,147
Total liabilities and stockholders' equity	$ ~~133~~108,~~027~~568	$ 158,290

TRISM, Inc.
Consolidated Statements of Operations
For the six months ended June 30, 2001 and 2000
For the nine months ended September 30, 2001 and 2000
(In thousands, except share and per share amounts, unaudited)
	Reorganized		Predecessor
	Company		Company
		Four and	One and
		Seven and	One and
	Six	one half	one half
	Nine	one half	one half
	Months Ended	Months Ended	Months Ended
	June 30, 2001	June 30, 2000	February 15, 2000
	September 30, 2001	September 30, 2000	February 15, 2000
Revenues	$ ~~119~~153,~~530~~765	$ ~~103~~170,~~343~~538	$ 30,222
Operating expenses:
Salaries, wages and fringe benefits	4258,~~071~~294	3355,~~744~~721	10,829
Operating supplies and expenses	27,727	28,455	5,199
Contractor equipment	19,654	24,863	3,436
Operating taxes and licenses	13,551	14,778	2,700
Impairment loss on revenue equipment	13,309	0	0
Operating supplies and expenses	20,862	16,545	5,199
Claims and insurance	12,654	7,215	1,417
Contractor equipment	15,785	15,365	3,436
Depreciation and amortization	10,278	8,910	2,236
Brokerage carrier expense	7,443	7,656	1,813
General supplies and expenses	8,860	8,160	1,437
Operating taxes and licenses	10,268	8,988	2,700
Brokerage carrier expense	8,820	13,579	1,813
Claims and insurance	8,393	4,360	1,417
Communications and utilities	3,100	2,194	551
Depreciation and amortization	8,186	5,311	2,236
Revenue equipment rents	603	3,519	994
General supplies and expenses	6,902	4,906	1,437
(Gain) loss on disposition of assets	12	(100)	3
Communications and utilities	2,103	1,165	551
Total operating expenses	176,862	167,294	30,615
Revenue equipment rents	364	2,355	994
Operating income (loss)	(23,097)	3,244	(393)
(Gain) loss on disposition of assets	326	(227)	3
Interest expense, net	8,547	5,722	686
Loss on disposal of super heavy haul assets	-	156	-
Other expense, net	646	46	38
Total operating expenses	136,012	100,324	30,615
Operating income (loss)	(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)
Loss from continuing operations	(32,290)	(2,524)	(40,767)
Income from discontinued operations of logistics
segment, net of income tax of $0.	~~133~~443	~~170~~254	135
Net loss before extraordinary item	(22,517)	(319)	(40,632)
Gain on disposal of logistics segment,
net of income tax of $0.	316	-	-
Loss before extraordinary item	(31,531)	(2,270)	(40,632)
Extraordinary gain on extinguishment of debt	-	-	42,682
Net income (loss)	$ (2231,~~517~~531)	$ (~~319~~2,270)	$ 2,050
Basic and diluted earnings (loss) per share:
Net loss from continuing operations	$ (11.33)	$ (0.24)	$ (7.15)
Loss from continuing operations	$ (16.15)	$ (1.26)	$ (7.15)
Discontinued operations	0.0722	0.0812	0.02
Gain on disposal of logistics segment	0.16	-	-
Extraordinary item	-	-	7.49
Net income (loss)	$ (1115.2677)	$ (01.1614)	$ 0.36
Weighted average number of shares used in
computation of basic and diluted earnings
(loss) per share	1,999,649	1,999,649	5,702,000

TRISM, Inc.
Consolidated Statements of Cash Flows
For the six months ended June 30, 2001 and 2000
For the nine months ended September 30, 2001 and 2000
(In thousands, unaudited)
	Reorganized		Predecessor
	Company		Company
		Four and	One and
		Seven and	One and
	Six	one half	one half
	Nine	one half	one half
	Months Ended	Months Ended	Months Ended
	June 30, 2001	June 30, 2000	February 15, 2000
	September 30, 2001	September 30, 2000	February 15, 2000
Cash flows from operating activities:
Net income (loss) from continuing operations	$ (22,517)	$ (319)	$ 2,050
Net income (loss)	$ (31,531)	$ (2,270)	$ 2,050
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization	810,~~186~~278	58,~~311~~910	2,236
Loss (gain) on disposition of assets, net	~~326~~12	(71100)	3
Impairment loss on revenue equipment	13,309	-	-
Provision for losses on accounts receivable	~~658~~683	~~575~~848	176
Changes in assets and liabilities:
Restricted cash and insurance deposits	(2,~~021~~936)	-	-
Accounts receivable	116,~~578~~844	(76,~~598~~077)	(666)
Materials and supplies	~~170~~343	~~(431)~~-	455
Prepaid expenses	58,~~270~~078	14,~~907~~025	2,625
Accrued expenses and insurance reserves	(310,~~481~~251)	~~351~~(1,406)	(3,370)
Accounts payable	~~1,702~~(600)	~~1,452~~(17)	1,165
Other	(~~200~~181)	99(92)	(130)
Net cash provided by operating activities before
reorganization items	24,~~980~~048	13,~~276~~821	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~~217)	162
Net cash provided by operating activities	24,~~980~~048	~~213~~2,604	1,474
Cash flows from investing activities:
Proceeds from sale of assets	15,~~949~~426	12,~~213~~497	522
Purchases of property and equipment	(~~968~~1,286)	(~~848~~1,680)	(223)
Net cash provided by investing activities	~~981~~4,140	~~365~~817	299
Cash flows from financing activities:
Net proceeds under revolving credit agreement	3,049	8,187	1,020
Net proceeds (repayments) under revolving credit agreement	(2,164)	9,824	1,020
Repayment of long-term debt and capital lease obligations	(34,~~820~~553)	(712,~~016~~576)	(3,797)
Increase (decrease) in bank overdrafts	(1,261)	~~330~~952	920
Payment of deferred financing costs	-	(2,~~531~~599)	(82)
Net cash used in financing activities	(27,~~032~~978)	(14,~~030~~399)	(1,939)
Increase (decrease) in cash and cash equivalents	~~1,929~~210	(~~452~~978)	(166)
Cash and cash equivalents, beginning of period	194	2,080	2,246
Cash and cash equivalents, end of period	$ ~~2,123~~404	$ 1,~~628~~102	$ 2,080
Supplemental cash flow information:
Capital lease equipment purchases	$ -	$ 112	$ -
Conversion of operating leases to installment debt	$ ~~1,064~~637	$ 2,~~592~~722	$ -

	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
	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

Pro forma Condensed Statement of Operations
For six months ended June 30, 2000
		Six Months
		Ended
Revenues	$	144,200
Operating expenses		140,786
Operating income		3,414
Interest expense, net		4,540
Other expense, net		171
Net loss	$	(1,297)



Pro forma Condensed Statement of Operations
For nine months ended September 30, 2000

		Nine Months
		Ended
Revenues	$	216,725

Operating expenses		212,877

Operating income		3,848

Interest expense, net		6,859
Other expense, net		237


Net loss	$	(3,248)

	Reorganized		~~Predecessor~~	Predecessor
	Company		~~Company~~	Company
		Four and	One and
			Seven and	One and
	Six	one half	one half
	Nine		one half	one half
	Months Ended	~~Months Ended~~	Months Ended	Months Ended
	June 30, 2001	June 30, 2000	February 15, 2000
	September 30, 2001		September 30, 2000	February 15, 2000
Operating revenue
Heavy Haul	$ 87107,~~718~~987	~~$ 78,903~~	$ 22129,~~108~~192	$ 22,108
Secured Materials	3651,~~284~~739	~~28,821~~	948,~~315~~366	9,315
Intersegment eliminations	(45,~~472~~961)	~~(4,381)~~	(17,~~201~~020)	(1,201)
Consolidated	$ ~~119~~153,~~530~~765	~~$ 103,343~~	$ 30170,~~222~~538	$ 30,222
Operating income (loss)
Heavy Haul	$ (1722,~~339~~765)	~~$ 1,744~~	$ ~~(590)~~1,690	$ (590)
Secured Materials	~~857~~(332)	~~1,275~~	~~197~~1,554	197
Consolidated	$ (1623,~~482~~097)	~~$ 3,019~~	$ ~~(393)~~3,244	$ (393)
Interest expense, net	58,~~709~~547	~~3,403~~	~~686~~5,722	686
Other expense, net	~~459~~646	~~105~~	3846	38
Reorganization items:
Loss on adjustment of assets to fair market value	-	-	~~39,450~~-	39,450
Financial restructuring costs	-	-	~~200~~-	200
Net loss from continuing operations	$ (22,650)	$ (489)	$ (40,767)
Loss from continuing operations	$ (32,290)		$ (2,524)	$ (40,767)
Income from discontinued operations of logistics
segment, net of income tax of $0.	~~133~~443	~~170~~	~~135~~254	135
Net loss before extraordinary item	$ (22,517)	$ (319)	$ (40,632)
Gain on disposal of logistics segment,
Extraordinary gain on extinguishment of debt	-	-	42,682
net of income tax of $0.	316		-	-
Net income (loss)	$ (22,517)	$ (319)	$ 2,050
Loss before extraordinary item	$ (31,531)		$ (2,270)	$ (40,632)
Extraordinary gain on extinguishment of debt	-		-	42,682
Net income (loss)	$ (31,531)		$ (2,270)	$ 2,050

	Three Months	~~Three Months~~			Nine Months	~~Six Months~~
		Ended June 30,				Ended June 30,
	Ended September 30,				Ended September 30,
	2001	~~2001~~	2000	~~2000~~	2001	~~2001~~	2000	~~2000~~
Selected operating data:
Revenue per loaded mile (a)	$1.89	~~$1.93~~	$1.84	~~$1.82~~	$1.89	~~$1.89~~	$1.82	~~$1.82~~
Revenue per total mile (a)	$1.51	~~$1.60~~	$1.52	~~$1.51~~	$1.55	~~$1.56~~	$1.51	~~$1.50~~
Load factor (b)	80.2%	~~83.0%~~	82.9%	~~82.9%~~	82.2%	~~82.8%~~	82.8%	~~82.8%~~
Revenue per tractor per day (c)	$553	~~$572~~	$531	~~$514~~	$540	~~$536~~	$517	~~$510~~
Miles per tractor per day (c)	365	~~357~~	348	~~340~~	348	~~343~~	342	~~339~~
Average length of haul in miles (d)	949	~~987~~	975	~~942~~	970	~~976~~	947	~~934~~
Tractors (e)	919	~~1,536~~	1,762	~~1,845~~	1,360	~~1,581~~	1,811	~~1,836~~
Total loads (000's)	18	29	32	35	75	58	101	69
Total tractor miles (000's)	20,974	~~34,298~~	38,058	~~39,530~~	88,972	~~67,999~~	115,782	~~77,724~~
(a)	Freight revenues exclude brokerage, Super Heavy Haul and fuel surcharge revenues.
(a) Freight revenues exclude brokerage, Super Heavy Haul and fuel surcharge revenues.
(b)	Load factor represents loaded miles as a percentage of total miles.
(b) Load factor represents loaded miles as a percentage of total miles.
(c)	Based on weighted average number of tractors during period
(c) Based on weighted average number of tractors during period
(d)	Calculated as the average distance from origin to the destination of the shipments.
(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.
(e) Includes the monthly average of owned, leased and independent contractors, except for those held for disposal.

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

Filing Compare · TRISM INC /DE/