USA TRUCK INC (Form: 10-Q, Received: 11/04/2015 18:30:55)

ITEM 1.

FINANCIAL STATEMENTS

USA TRUCK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share data)

	September 30,			December 31,
	2015			2014
				(Recast)
Assets
Current assets:
Cash	$	2,132		$	205
Accounts receivable, net of allowance for doubtful accounts of $974 and $1,020, respectively		56,752			71,186
Other receivables		5,268			5,604
Inventories		1,426			1,863
Assets held for sale		11,343			3,536
Deferred income taxes		6,878			7,707
Prepaid expenses and other current assets		3,883			5,197
Total current assets		87,682			95,298
Property and equipment:
Land and structures		32,360			31,596
Revenue equipment		281,706			348,251
Service, office and other equipment		21,783			18,812
Property and equipment, at cost		335,849			398,659
Accumulated depreciation and amortization		(138,897	)		(182,964	)
Property and equipment, net		196,952			215,695
Other assets		1,470			658
Total assets	$	286,104		$	311,651
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	33,582		$	23,582
Current portion of insurance and claims accruals		13,516			10,230
Accrued expenses		20,757			8,252
Current maturities of long-term debt and capital leases		7,231			24,048
Total current liabilities		75,086			66,112
Deferred gain		1,024			589
Long-term debt and capital leases, less current maturities		66,764			93,464
Deferred income taxes		34,013			42,771
Insurance and claims accruals, less current portion		6,322			9,647
Total liabilities		183,209			212,583
Commitments and contingencies
Stockholders’ equity:
Preferred Stock, $.01 par value; 1,000,000 shares authorized; none issued		--			--
Common Stock, $.01 par value; 30,000,000 shares au thorized; issued 11,936,040 shares, and 11,873,071 shares, respectively		119			119
Additional paid-in capital		67,195			65,850
Retained earnings		61,934			54,802
Less treasury stock, at cost (1,578,849 shares, and 1,340,438 shares, respectively)		(26,353	)		(21,703	)
Total stockholders’ equity		102,895			99,068
Total liabilities and stockholders’ equity	$	286,104		$	311,651

See accompanying notes to condensed consolidated financial statements.

USA TRUCK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

(in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
				(Recast)						(Recast)
Revenue:
Operating revenue	$	123,490		$	153,618		$	389,950		$	452,405

Operating expenses:
Salaries, wages and employee benefits		32,028			39,388			105,536			113,930
Fuel expense		12,960			28,449			47,195			92,156
Depreciation and amortization		8,702			10,792			29,951			33,395
Insurance and claims		5,405			6,466			17,502			18,353
Operations and maintenance		11,533			10,649			34,083			35,999
Purchased transportation		40,613			43,755			122,029			129,543
Operating taxes and licenses		1,439			1,414			4,221			4,215
Communications and utilities		989			1,026			2,732			3,159
Gain on disposal of assets, net		(3,008	)		(302	)		(5,766	)		(824	)
Restructuring, severance and related charges		2,893			--			2,893			--
Other		4,477			4,469			13,775			12,412
Total operating expenses		118,031			146,106			374,151			442,338
Operating income		5,459			7,512			15,799			10,067

Other expenses:
Interest expense, net		493			816			1,672			2,271
Defense costs		--			65			--			2,593
Loss on extinguishment of debt		--			--			750			--
Other, net		78			4			650			52
Total other expenses, net		571			885			3,072			4,916
Income before income taxes		4,888			6,627			12,727			5,151
Income tax expense		2,161			2,621			5,595			2,418

Net income and comprehensive income	$	2,727		$	4,006		$	7,132		$	2,733

Net income per share information:
Average shares outstanding (basic)		10,442			10,357			10,439			10,350
Basic earnings per share	$	0.26		$	0.39		$	0.68		$	0.26

Average shares outstanding (diluted)		10,470			10,476			10,515			10,482
Diluted earnings per share	$	0.26		$	0.38		$	0.68		$	0.26

See accompanying notes to condensed consolidated financial statements .

USA TRUCK, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands)

	Common Stock						Additional
				Par				Paid-in		Retained			Treasury
	Shares			Value				Capital		Earnings			Stock			Total
Balance at December 31, 2014		11,873		$	119		$	65,850		$	61,082		$	(21,703	)	$	105,348
Revision due to accounting principle change (see note 10)		--			--			--			(6,280	)		--			(6,280	)
Balance at December 31, 2014, recast		11,873			119			65,850			54,802			(21,703	)		99,068
Exercise of stock options		32			--			168			--			--			168
Excess tax benefit from exercise of stock options		--			--			837			--			--			837
Purchase of common stock		--			--			(52	)		--			(4,650	)		(4,702	)
Share-based compensation		--			--			802			--			--			802
Restricted stock award grant		131			1			(2	)		--			--			(1	)
Forfeited restricted stock		(84	)		(1	)		1			--			--			--
Net share settlement related to restricted stock vesting		(16	)		--			(409	)		--			--			(409	)
Net income		--			--			--			7,132			--			7,132
Balance at September 30, 2015		11,936		$	119		$	67,195		$	61,934		$	(26,353	)	$	102,895

See accompanying notes to condensed consolidated financial statements .

USA TRUCK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	Nine Months Ended
	September 30,
	2015			2014
				(Recast)
Operating activities:
Net income	$	7,132		$	2,733
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		29,951			33,395
Provision for doubtful accounts		360			798
Deferred income taxes, net		(7,931	)		(3,625	)
Share-based compensation		802			246
Gain on disposal of assets, net		(5,766	)		(824	)
Loss on extinguishment of debt		750			--
Change in vacation policy		(1,383	)		--
Asset valuation reserve		281			(35	)
Other		(6	)		--
Changes in operating assets and liabilities:
Accounts receivable		14,077			(10,066	)
Inventories and prepaid expenses		1,132			(2,013	)
Accounts payable and accrued liabilities		18,513			16,264
Insurance and claims accruals		1,248			1,203
Other long-term assets and liabilities		(374	)		--
Net cash provided by operating activities		58,786			38,076

Investing activities:
Capital expenditures		(45,000	)		(34,577	)
Proceeds from sale of property and equipment		31,212			12,882
Proceeds from operating sale leaseback		7,975			--
Change in other assets, net		--			19
Net cash used by investing activities		(5,813	)		(21,676	)

Financing activities:
Borrowings under long-term debt		112,237			48,938
Payments on long-term debt		(132,356	)		(49,560	)
Payments on capitalized lease obligations		(25,658	)		(12,840	)
Net change in bank drafts payable		(3,422	)		(1,860	)
Excess tax benefit from exercise of stock options		837			--
Principal payments on note payable		(896	)		(1,023	)
Purchase of common stock		(4,702	)		--
Proceeds from capital sale leaseback		3,156			--
Net (payments) or proceeds on stock based awards		(242	)		18
Net cash used in financing activities		(51,046	)		(16,327	)

Increase in cash		1,927			73
Cash:
Beginning of period		205			14
End of period	$	2,132		$	87

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	1,623		$	2,574
Income taxes		2,996			407
Supplemental disclosure of non-cash investing activities:
Purchases of revenue equipment included in accounts payable		8,422			3,635

See accompanying notes to condensed consolidated financial statements.

USA TRUCK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2015

Note 1 – Basis of Presentation

In the opinion of the management of USA Truck, Inc., the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements required by GAAP have been condensed or omitted. All normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. These financial statements should be read in conjunction with the financial statements, and footnotes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Certain previously reported amounts have been reclassified to conform to the current year presentation. Additionally, financial statements and notes to the financial statements previously reported in prior periods have been recast to reflect the change in accounting principle for tires. Refer to note 10 of the footnotes to the Company’s condensed consolidated financial statements for further discussion regarding the change in accounting principle.

NOTE 2 – NOTE RECEIVABLE

During November 2010, the Company sold its terminal facility in Shreveport, Louisiana. In connection with this sale, the buyer gave the Company cash in the amount of $0.2 million and a note receivable, collateralized by the property, in the amount of $2.1 million. The note receivable bears interest at an annual rate of 7.0% and has scheduled principal and interest payments based on a 30-year amortization schedule. A balloon payment in the approximate amount of $1.9 million is payable to the Company when the note matures in November 2015. Accordingly, the Company deferred the approximate $0.7 million of gain on the sale of this facility, and records this gain into earnings as payments on the note receivable are received. All principal payments have been received, except for the balloon payment due at maturity. The Company has not recorded any valuation allowance against the note receivable, which is included in other receivables in the accompanying condensed consolidated balance sheet. For the three months ended September 30, 2015 and 2014, the Company recognized approximately $2,100 and $2,000, respectively, of this gain. For the nine months ended September 30, 2015 and 2014, the Company recognized approximately $6,200 and $5,800, respectively, of this gain.

NOTE 3 – SHARE-BASED COMPENSATION

In May 2014, the Company’s stockholders approved the USA Truck, Inc. 2014 Omnibus Incentive Plan (the “Incentive Plan”). The Incentive Plan provides for the granting of incentive or nonqualified options or other equity-based awards covering up to 500,000 shares of common stock to directors, officers and other key employees and consultants. As of September 30, 2015, 374,408 shares were available for future options or other equity awards under the Incentive Plan.

In January 2015, the Executive Compensation Committee approved a Long-Term Incentive Plan (the “2015 LTIP”) under which participants, including executives and other key management personnel, are eligible to receive long-term equity awards in the form of restricted stock. In January 2015, the 2015 LTIP participants received grants of restricted stock, a portion of which are subject to time-based vesting, in 25% increments over four years beginning on the first anniversary of the grant date, and a portion of which are subject to performance-based vesting upon achievement of certain levels of return on invested capital determined on a cumulative basis over a three-year performance period.

NOTE 4 – REPURCHASE OF EQUITY SECURITIES

In July 2015, the Company’s Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company’s common stock over a three-year period ending July 28, 2018. Share repurchases, if any, will be made using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. During the quarter ended September 30, 2015, the Company, through a Rule 10b5-1 plan, repurchased a total of 245,979 shares at a weighted average price of $19.11 per share for an aggregate total cost of approximately $4.7 million. As of September 30, 2015, the repurchase authorization had approximately 0.8 million shares remaining. The specific number of shares the Company ultimately repurchases, and the actual timing and amount of share repurchases, will depend on market conditions and other factors, as well as the applicable requirements of federal securities law. In addition, the stock repurchase program may be suspended, extended or terminated by the Company at any time without prior notice, and the Company is not obligated to purchase a specific number of shares.

NOTE 5 – SEGMENT REPORTING

The Company’s two reportable segments are Trucking and Strategic Capacity Solutions (“SCS”).

Truck ing . Trucking is comprised of truckload and dedicated freight services. Truckload provides services as a medium- to long-haul common carrier. USA Truck has provided truckload services since its inception, and derives the largest portion of its revenue from these services. Dedicated freight provides truckload services to specific customers for shipments over particular routes at particular times utilizing Company revenue equipment.

Strategic Capacity Solutions. SCS consists of freight brokerage and rail intermodal services. Both of these service offerings match customer shipments with available equipment of authorized carriers and provide services that complement the Company’s trucking operations. USA Truck provides these services primarily to existing trucking customers, many of whom prefer to rely on a single carrier, or a small group of carriers, to provide all their transportation solutions.

In determining its reportable segments, the Company focuses on financial information, such as operating revenues, operating expense categories, operating ratios, operating income and key operating statistics, which the Company’s management uses to make operating decisions.

Assets are not allocated to SCS, as those operations provide truckload freight services to customers through arrangements with third party carriers who utilize their own equipment. To the extent rail intermodal operations require the use of Company-owned assets; they are obtained from the Company’s trucking segment on an as-needed basis. Depreciation and amortization expense is allocated to SCS based on the assets specifically utilized to generate revenue. All intercompany transactions between segments reflect rates similar to those that would be negotiated with independent third parties. All other expenses for SCS are specifically identifiable direct costs or are allocated to SCS based on relevant drivers.

A summary of operating revenue by segment is as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Operating revenue
Trucking revenue (1)	$	85,369		$	108,440		$	275,617		$	317,664
Trucking intersegment eliminations		(387	)		(122	)		(1,421	)		(434	)
Trucking operating revenue		84,982			108,318			274,196			317,230
SCS revenue		39,505			49,359			119,781			144,507
SCS intersegment eliminations		(997	)		(4,059	)		(4,027	)		(9,332	)
SCS operating revenue		38,508			45,300			115,754			135,175
Total operating revenue	$	123,490		$	153,618		$	389,950		$	452,405

(1)

Includes foreign revenue of $10.7 million and $32.5 million for the three and nine months ended September 30, 2015, respectively, and $14.6 million and $45.0 million for the three and nine months ended September 30, 2014, respectively. All foreign revenue is paid in US dollars.

A summary of operating income (loss) by segment is as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
			(Recast)				(Recast)
Operating income (loss)
Trucking	$	2,460	$	2,176	$	6,565	$	(6,338	)
SCS		2,999		5,336		9,234		16,405
Total operating income	$	5,459	$	7,512	$	15,799	$	10,067

A summary of depreciation and amortization by segment is as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
			(Recast)				(Recast)
Depreciation and amortization
Trucking	$	8,608	$	10,746	$	29,733	$	33,257
SCS		94		46		218		138
Total depreciation and amortization	$	8,702	$	10,792	$	29,951	$	33,395

NOTE 6 – Assets Held for sale

Assets held for sale as of September 30, 2015 and December 31, 2014 were as follows (in thousands):

	September 30,		December 31,
	2015		2014
Revenue equipment assets held for sale	$	11,343	$	3,536

Assets held for sale are carried at the lower of depreciated cost or estimated fair value less expected selling costs. The Company expects to sell these assets within the next twelve months.

Note 7 – Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	September 30,		December 31,
	2015		2014
Salaries, wages and employee benefits	$	5,689	$	7,043
Federal and state tax accruals		11,575		186
Restructuring, severance and related charges (1)		2,089		--
Other (2)		1,404		1,023
Total accrued expenses	$	20,757	$	8,252

(1)

Refer to note 15 of the footnotes to the Company’s condensed consolidated financial statements for additional information regarding the restructuring, severance and related charges.

(2)

As of September 30, 2015 and December 31, 2014, no single item included within other accrued expenses exceeded 5.0% of our total current liabilities.

Note 8 – LONG-TERM DEBT

Long-term debt consisted of the following (in thousands):

	September 30,		December 31,
	2015		2014
Revolving credit agreement	$	51,000	$	71,000
Other		--		896
Total debt		51,000		71,896
Less current maturities		--		(896	)
Long-term debt, less current maturities	$	51,000	$	71,000

CREDIT FACILITY

In February 2015, the Company entered into a new senior secured revolving credit facility (the “Credit Facility”) with a group of lenders and Bank of America, N.A., as agent (“Agent”). Contemporaneously with the funding of the Credit Facility, the Company paid off the obligations under its prior credit facility and terminated such facility.

The Credit Facility is structured as a $170.0 million revolving credit facility, with an accordion feature that, so long as no event of default exists, allows the Company to request an increase in the revolving credit facility of up to $80.0 million, exercisable in increments of $20.0 million. The Credit Facility is a five-year facility scheduled to terminate on February 5, 2020. Borrowings under the Credit Facility are classified as either “base rate loans” or “LIBOR loans”. Base rate loans accrue interest at a base rate equal to the Agent’s prime rate plus an applicable margin that is set at 0.50% through May 31, 2016 and adjusted quarterly thereafter between 0.25% and 1.00% based on the Company’s consolidated fixed charge coverage ratio. LIBOR loans accrue interest at LIBOR plus an applicable margin that is set at 1.50% through May 31, 2016 and adjusted quarterly thereafter between 1.25% and 2.00% based on the Company’s consolidated fixed charge coverage ratio. The Credit Facility includes, within its $170.0 million revolving credit facility, a letter of credit sub-facility in an aggregate amount of $15.0 million and a swing line sub-facility in an aggregate amount of $20.0 million. An unused line fee of 0.25% is applied to the average daily amount by which the lenders’ aggregate revolving commitments exceed the outstanding principal amount of revolver loans and the aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The Credit Facility is secured by a pledge of substantially all of the Company’s assets, with the notable exclusion of any real estate or revenue equipment financed outside the Credit Facility. Additionally, the Company recognized charges in the first quarter of 2015 of $0.8 million resulting from the replacement of its previous credit facility representing the write-off of unamortized deferred financing fees.

Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $170.0 million; or (B) the sum of (i) 90% of eligible investment grade accounts receivable (reduced to 85% in certain situations), plus (ii) 85% of eligible non-investment grade accounts receivable, plus (iii) the lesser of (a) 85% of eligible unbilled accounts receivable and (b) $10.0 million, plus (iv) the product of 85% multiplied by the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (v) 85% multiplied the net book value of otherwise eligible newly acquired revenue equipment that has not yet been subject to an appraisal. The borrowing base is reduced by an availability reserve, including reserves based on dilution and certain other customary reserves. The Credit Facility contains a single springing financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0. The financial covenant springs only in the event excess availability under the Credit Facility drops below 10% of the lenders’ total commitments under the Credit Facility.

The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the lenders’ commitments may be terminated. The Credit Facility contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and other indebtedness.

The Company had no overnight borrowings under the Credit Facility as of September 30, 2015. The average interest rate including all borrowings made under the Credit Facility as of September 30, 2015 was 1.74%. As debt is repriced on a monthly basis, the borrowings under the Credit Facility approximate fair value. As of September 30, 2015, the Company had outstanding $4.3 million in letters of credit and had approximately $114.7 million available under the Credit Facility.

Note 9 – LEASES AND Commitments

CAPITAL LEASES

USA Truck leases certain equipment under capital leases with terms ranging from 15 to 60 months. Balances related to these capitalized leases are included in property and equipment in the accompanying condensed consolidated balance sheets and are set forth in the table below for the periods indicated (in thousands).

	Capitalized Costs		Accumulated Amortization		Net Book Value
September 30, 2015	$	35,784	$	11,417	$	24,367
December 31, 2014		75,188		27,770		47,418

The Company has capitalized lease obligations relating to revenue equipment of $23.0 million, of which $7.2 million represents the current portion. Such leases have various termination dates extending through September 2019 and contain renewal or fixed price purchase options. The effective interest rates on the leases range from 1.88% to 3.11% as of September 30, 2015. The lease agreements require payment of property taxes, maintenance and operating expenses. Amortization of capital leases was $1.8 million and $7.0 million for the three and nine months ended September 30, 2015, respectively, and $3.1 million and $9.7 million for the three and nine months ended September 30, 2014, respectively.

During September 2015, the Company completed a sale-leaseback transaction under which it sold certain owned tractors to an unrelated party for net proceeds of $3.1 million and entered into a 48 month capital lease agreement with the buyer. At September 30, 2015, the Company recorded a liability of approximately $0.1 million representing the total gain on the sale and will amortize such amount to earnings ratably over the lease term. The deferred gain is included in the deferred gain line item on the accompanying condensed consolidated balance sheet

OPERATING LEASES

Rent expense associated with operating leases was $1.7 million and $4.5 million for the three and nine months ended September 30, 2015, respectively, and $1.4 million and $3.9 million for the three and nine months ended September 30, 2014, respectively. Rent expense relating to tractors, trailers and other operating equipment is included in operations and maintenance expense, while rent expense relating to office equipment is included in other operating expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

As of September 30, 2015, the Company has entered into leases with lessors who do not participate in the Credit Facility. Currently, such leases do not contain cross-default provisions with the Credit Facility.

In August 2015, the Company completed two sale-leaseback transactions under which it sold certain owned tractors to an unrelated party for net proceeds of $8.0 million and entered into two operating leases with terms of 58 and 59 months, respectively, with the buyer. During September 2015, the Company recorded a liability of approximately $0.3 million representing the total gain on the sale and will amortize such amount to earnings ratably over the lease term. The deferred gain is included on the deferred gain line item in the accompanying condensed consolidated balance sheet.

As of September 30, 2015, the future minimum payments including interest under capitalized leases with initial terms of one year or more and future rentals under operating leases for certain facilities, office equipment and revenue equipment with initial terms of one year or more were as follows for the years indicated (in thousands).

	2015		2016		2017		2018		2019		Thereafter
Capital leases	$	7,707	$	11,466	$	2,669	$	1,872	$	--	$	--
Operating leases		6,206		5,991		5,827		3,168		1,950		2,361

OTHER COMMITMENTS

As of September 30, 2015, the Company had commitments of approximately $0.03 million for purchases of non-revenue equipment and commitments of approximately $22.3 million for purchases of revenue equipment, of which none is cancellable. The Company anticipates taking delivery of these purchases throughout the remainder of 2015.

NOTE 10 – CHANGE IN ACCOUNTING PRINCIPLE

During the third quarter of 2015, the Company changed its accounting policy for tires. Prior to this change, the cost of the replacement tires placed in service was reported as prepaid tires and amortized based on estimated usage of the tires. Under the new policy, the cost of tires mounted on purchased revenue equipment is capitalized as part of the total equipment cost and is depreciated over the useful life of the related equipment. Subsequent replacement tires are expensed at the time those tires are placed in service. Management believes this new policy is preferable under the circumstances because it provides a more precise method for recognizing expenses related to tires consistent with industry practice. Comparative financial statements for all prior periods have been recast to apply the new policy retrospectively, and are reflected under columns marked “Recast”.

The following tables present the line items on the statements of operations, balance sheets and statements of cash flows that were impacted by the accounting change at December 31, 2014, and for the three and nine month periods ended September 30, 2014 (in thousands, except per share amounts).

	December 31, 2014
	Prior to Change in Accounting Principle			Effect of Change			Recast
Balance Sheet:
Prepaid expenses and other current assets	$	17,318		$	(12,121	)	$	5,197
Deferred income taxes		46,688			(3,917	)		42,771
Property and equipment		16,648			2,164			18,812
Accumulated depreciation and amortization		(182,724	)		(240	)		(182,964	)
Retained earnings		61,082			(6,280	)		54,802

Three Months Ended September 30, 2014

Nine Months Ended September 30, 2014

Prior to Change

in Accounting

Principle

Effect of

Change

Recast

Prior to Change

in Accounting

Principle

Effect of

Change

Recast

Statement of Operations:

Operations and maintenance

12,863

(2,214

)

10,649

37,554

(1,555

)

35,999

Depreciation and amortization

10,671

121

10,792

33,274

121

33,395

Operating income

5,419

2,093

7,512

8,633

1,434

10,067

Income before income taxes

4,534

2,093

6,627

3,717

1,434

5,151

Income tax expense

1,817

804

2,621

1,867

551

2,418

Net income and Comprehensive income

2,717

1,289

4,006

1,850

883

2,733

Average shares outstanding (basic)

10,357

10,350

Basic earnings per share

0.26

0.13

0.39

0.18

0.09

0.26

Average shares outstanding (diluted)

10,476

10,482

Diluted earnings per share

0.26

0.12

0.38

0.18

0.08

0.26

	September 30, 2014
	Prior to Change in Accounting Principle			Effect of Change			Recast
Cash Flow:
Net income	$	1,850		$	883		$	2,733
Depreciation and amortization		33,274			121			33,395
Deferred income taxes		(4,176	)		551			(3,625	)
Inventories, prepaid expenses and other current assets		(458	)		(1,555	)		(2,013	)

The following is a summary of the adjusted quarterly results of operations through September 30, 2015 (amounts in thousands).

Three Months Ended March 31, 2015

Three Months Ended June 30, 2015

Six Months Ended June 30, 2015

Prior to

Change in

Accounting

Principle

Effect of

Change

Recast

Prior to

Change in

Accounting

Principle

Effect of

Change

Recast

Prior to

Change in

Accounting

Principle

Effect of

Change

Recast

Operations and maintenance

12,140

(1,066

)

11,074

12,176

(700

)

11,476

24,316

(1,766

)

22,550

Depreciation and amortization

10,671

131

10,802

10,277

170

10,447

20,948

301

21,249

Operating income

3,591

935

4,526

5,284

530

5,814

8,875

1,465

10,340

Income before income taxes

2,009

935

2,944

4,365

530

4,895

6,374

1,465

7,839

Income tax expense

893

416

1,309

1,905

220

2,125

2,798

636

3,434

Net income and Comprehensive income

1,116

519

1,635

2,460

310

2,770

3,576

829

4,405

Average shares outstanding (basic)

10,395

10,435

10,423

Basic earnings per share

0.11

0.05

0.16

0.24

0.03

0.27

0.34

0.08

0.42

Average shares outstanding (diluted)

10,516

10,524

Diluted earnings per share

0.11

0.05

0.16

0.23

0.03

0.26

0.34

0.08

0.42

	Three Months Ended March 31, 2014									Three Months Ended June 30, 2014							Six Months Ended June 30, 2014
	Prior to Change in Accounting Principle			Effect of Change			Recast			Prior to Change in Accounting Principle		Effect of Change			Recast		Prior to Change in Accounting Principle			Effect of Change			Recast

Operations and maintenance	$	13,062		$	9		$	13,071		$	11,629	$	650		$	12,279	$	24,691		$	659		$	25,350
Operating income (loss)		(1,043	)		(9	)		(1,052	)		4,257		(650	)		3,607		3,214			(659	)		2,555
Income (loss) before income taxes		(2,183	)		(9	)		(2,192	)		1,366		(650	)		716		(817	)		(659	)		(1,476	)
Income tax expense (benefit)		(594	)		(3	)		(597	)		644		(250	)		394		50			(253	)		(203	)
Net income (loss) and Comprehensive income (loss)		(1,589	)		(6	)		(1,595	)		722		(400	)		322		(867	)		(406	)		(1,273	)

Average shares outstanding (basic)		10,339			--			--			10,346		--			--		10,343			--			--
Basic earnings (loss) per share		(0.15	)		0.00			(0.15	)		0.07		(0.04	)		0.03		(0.08	)		(0.04	)		(0.12	)

Average shares outstanding (diluted)		10,399			--			--			10,478		--			--		10,343			--			--
Diluted earnings (loss) per share		(0.15	)		0.00			(0.15	)		0.07		(0.04	)		0.03		(0.08	)		(0.04	)		(0.12	)

Under ASC 205-45-5, “Accounting Changes and Error Corrections,” the Company is required to report a change in accounting principle by retrospectively applying the new principle to all prior periods presented, unless it is impractical to determine the prior-period effect. Accordingly, the Company has adjusted previously reported financial information for all periods presented.

NOTE 11 – INCOME tAXES

During the three months ended September 30, 2015 and 2014, the Company’s effective tax rates were 44.2% and 39.6%, respectively. During the nine months ended September 30, 2015 and 2014, the Company’s effective tax rates were 44.0% and 46.9%, respectively. Income tax expense varies from the amount computed by applying the statutory federal tax rate to income before income taxes primarily due to state income taxes, net of federal income tax effect, adjusted for permanent differences, the most significant of which is the effect of the per diem pay structure for the Company’s drivers. Drivers may elect to receive non-taxable per diem pay in lieu of a portion of their taxable wages. This per diem program increases the Company’s drivers’ net pay per mile, after taxes, while decreasing gross pay, before taxes. As a result, salaries, wages and employee benefits costs are slightly lower, and effective income tax rates are higher than the statutory rate. Generally, as pre-tax income increases, the impact of the driver per diem program on the effective tax rate decreases, because aggregate per diem pay becomes smaller in relation to pre-tax income, while in periods where earnings are at or near breakeven, the impact of the per diem program on the Company’s effective tax rate is significant. Due to the partially nondeductible effect of per diem pay, the Company’s tax rate will fluctuate in future periods based on fluctuations in earnings and in the number of drivers who elect to receive this pay structure.

The Company accounts for any uncertainty in income taxes by determining whether it is more likely than not that a tax position taken in a tax return will be sustained upon examination by the appropriate taxing authority based on the technical merits of the position. In that regard, the Company has analyzed filing positions in its federal and applicable state tax returns as well as in all open tax years. Periods subject to examination for the Company’s federal returns are the 2011, 2012, 2013 and 2014 tax years. Management believes that the Company’s income tax filing positions and deductions will be sustained on examination and does not anticipate any adjustments that will result in a material change to its consolidated financial position, results of operations and cash flows. In conjunction with the foregoing, the Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. No unrecognized tax benefits have been recorded as of September 30, 2015.

Note 12 – EARNINGS Per Share

Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by adjusting the weighted average number of shares of common stock outstanding by common stock equivalents attributable to dilutive stock options and restricted stock. The computation of diluted earnings per share does not assume conversion, exercise, or contingent issuance of securities that would have an antidilutive effect on income per share.

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
			(Recast)				(Recast)
Numerator:
Net income	$	2,727	$	4,006	$	7,132	$	2,733
Denominator:
Denominator for basic earnings per share – weighted average shares		10,442		10,357		10,439		10,350
Effect of dilutive securities:
Employee stock options and restricted stock		28		119		76		132
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversion		10,470		10,476		10,515		10,482
Basic earnings per share	$	0.26	$	0.39	$	0.68	$	0.26
Diluted earnings per share	$	0.26	$	0.38	$	0.68	$	0.26
Weighted average anti-dilutive employee stock options and restricted stock		59		2		69		4

NOTE 13 – LEGAL PROCEEDINGS

USA Truck is party to routine litigation incidental to its business, primarily involving claims for personal injury and property damage incurred in the transportation of freight. The Company maintains insurance to cover liabilities in excess of certain self-insured retention levels. Though it is the opinion of management that these claims are immaterial to the Company’s long-term financial position, adverse results of one or more of these claims could have a material adverse effect on the Company’s condensed consolidated financial statements in any given reporting period.

NOTE 14 – NEW ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to implement this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In July 2015, the FASB approved the delayed effectiveness of ASU 2014-09 for one year. Management is currently evaluating the impact of the pending adoption of ASU 2014-09 on the Company’s condensed consolidated financial statements and has not yet determined the method by which the Company will adopt the standard in its 2018 fiscal year.

NOTE 15 – RESTRUCTURING, SEVERANCE AND RELATED CHARGES

During the quarter ended September 30, 2015, the Company recognized approximately $2.9 million (pretax) in restructuring, severance and related charges relating to the termination of employment of certain executives and the planned closure of two maintenance facilities.

During the quarter ended September 30, 2015, the Company took steps to streamline and simplify its operations to better align the Company's cost structure and better serve its customers. In the Company's truckload segment, the Company announced a plan to close its maintenance facilities in Denton, Texas and Carlisle, Pennsylvania during the third quarter of 2015. Additionally, the Company has committed to a plan to outsource its road assistance function to a third party during the fourth quarter of 2015. These closures and outsourcing initiative are expected to improve operating productivity and enhance capacity utilization.

These initiatives impacted a total headcount of 50 team members. Team members separated or to be separated from the Company as a result of these streamlining initiatives were offered severance. The expenses recorded during the quarter ended September 30, 2015, included costs related to severance; contract termination; development, communication and administration of these initiatives; and asset write-offs. The Company has incurred total pretax expenses of approximately $1.6 million related to these streamlining initiatives, which were recorded in the line item “Restructuring, severance and related charges” in the accompanying condensed consolidated statements of income.

In July 2015, the Company entered into a separation agreement (the “Separation Agreement”) with Mr. John M. Simone regarding the conclusion of Mr. Simone’s tenure as the Company’s President, Chief Executive Officer, and Director. Pursuant to the Separation Agreement: (i) Mr. Simone's separation was effective July 7, 2015 (the "Separation Date"), (ii) Mr. Simone will receive severance pay equal to his base salary as of the Separation Date ($460,000 per year) for a period of twelve months following the Separation Date, (iii) Mr. Simone will receive, to the extent earned, any bonus he would have been entitled to receive under the Company's 2015 Management Bonus Plan, payable at the time and on the same basis as paid to recipients still employed by the Company, pro-rated for the number of days Mr. Simone was employed by the Company in 2015 through the Separation Date, (iv) the Company will pay the actual amount of Mr. Simone's COBRA continuation payments for a period of eighteen months following the Separation Date, (v) Mr. Simone was compensated for any vacation time and paid time off accrued but not used through the Separation Date, (vi) Mr. Simone will be reimbursed for certain expenses associated with the conclusion of his employment with the Company, up to a total of $10,000, and (vii) the following outstanding equity awards held by Mr. Simone will vest as of the Separation Date: (a) 18,750 shares of restricted stock of the Company scheduled to vest on February 18, 2016 and (b) 10,727 nonqualified stock options of the Company scheduled to vest on February 18, 2016. During the quarter ended September 30, 2015, the Company recognized severance costs associated with Mr. Simone’s departure of approximately $1.3 million, which were recorded in the line item “Restructuring, severance and related charges” in the Company’s condensed consolidated statements of income.

The following table summarizes the Company’s restructuring liability and cash payments made related to the restructuring plan as of September 30, 2015 (in thousands):

	Costs Incurred		Payments			Non-cash Expenses			Accrued Balance
Severance pay and benefits (1)	$	2,160	$	(266	)	$	(538	)	$	1,356
Facility closing expenses		733		--			--			733
Total	$	2,893	$	(266	)	$	(538	)	$	2,089

(1)

Includes amounts payable to Mr. Simone pursuant to the Separation Agreement.

Delaware		71-0556971
(State or other jurisdiction of incorporation		(I.R.S. Employer Identification No.)
or organization)

3200 Industrial Park Road
Van Buren, Arkansas		72956
(Address of principal executive offices)		(Zip Code)

Large accelerated filer [ ]		Accelerated filer [X]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)		Smaller reporting company [ ]

	USA TRUCK, INC.
	TABLE OF CONTENTS

Item No.	Caption	Page
	PART I – FINANCIAL INFORMATION
1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited) as of September 30, 2015 and December 31, 2014	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited) – Three Months and Nine Months Ended September 30, 2015 and September 30, 2014	4
	Condensed Consolidated Statement of Stockholders’ Equity (unaudited) – Nine Months Ended September 30, 2015	5
	Condensed Consolidated Statements of Cash Flows (unaudited) – Nine Months Ended September 30, 2015 and September 30, 2014	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
3.	Quantitative and Qualitative Disclosures about Market Risk	27
4.	Controls and Procedures	28
	PART II – OTHER INFORMATION
1.	Legal Proceedings	28
1A.	Risk Factors	28
2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
3.	Defaults Upon Senior Securities	29
4.	Mine Safety Disclosures	29
5.	Other Information	29
6.	Exhibits	30
	Signatures	31

	Three Months Ended										%			Nine Months Ended										%
	September 30, 2015					September 30, 2014					Change			September 30, 2015					September 30, 2014					Change
	$		%			$		%			(%)			$		%			$		%			(%)
						(Recast)													(Recast)
Base revenue	$	109,752		88.9	%	$	125,947		82.0	%		(12.9	) %	$	342,443		87.8	%	$	368,527		81.5	%		(7.1	) %
Fuel surcharge revenue		13,739		11.1			27,671		18.0			(50.3	)		47,506		12.2			83,878		18.6			(43.4	)
Operating revenue	$	123,490		100.0	%	$	153,618		100.0	%		(19.6	) %	$	389,950		100.0	%	$	452,405		100.0	%		(13.8	) %

Total operating expenses		118,031		95.6			146,106		95.1			(19.2	)		374,151		95.9			442,338		97.8			(15.4	)
Operating income		5,459		4.4			7,512		4.9			(27.3	)		15,799		4.1			10,067		2.2			56.9

Other expenses (income):
Interest expense		493		0.4			816		0.5			(39.5	)		1,672		0.4			2,271		0.5			(26.4	)
Defense costs		--		--			65		--			(100.0	)		--		--			2,593		0.6			(100.0	)
Loss on extinguishment of debt		--		--			--		--			--			750		0.2			--		--			100.0
Other, net		78		0.1			4		--			(1,850.0	)		650		0.2			52		--			(1,150.0	)
Total other expenses, net		571		0.5			885		0.5			(35.4	)		3,072		0.8			4,916		1.1			(37.5	)
Income before income taxes		4,888		3.9			6,627		4.4			(26.2	)		12,727		3.3			5,151		1.1			147.1
Income tax expense		2,161		1.7			2,621		1.7			(17.6	)		5,595		1.4			2,418		0.4			(131.4	)

Net income	$	2,727		2.2	%	$	4,006		2.6	%		(31.9	) %	$	7,132		1.8	%	$	2,733		0.6	%		161.0	%

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
				(Recast)						(Recast)
Operating revenue	$	123,490		$	153,618		$	389,950		$	452,405
Less:
Fuel surcharge revenue		13,738			27,672			47,506			83,879
Base revenue		109,752			125,946			342,444			368,526
Operating expense		118,031			146,106			374,151			442,338
Adjusted for:
Restructuring, severance and related charges		(2,893	)		--			(2,893	)		--
Fuel surcharge revenue		(13,738	)		(27,672	)		(47,506	)		(83,879	)
Adjusted operating expense	$	101,400		$	118,434		$	323,752		$	358,459
Operating ratio		95.6	%		95.1	%		95.9	%		97.8	%
Adjusted operating ratio		92.4	%		94.0	%		94.5	%		97.3	%

Trucking Segment	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
				(Recast)						(Recast)
Revenue	$	85,369		$	108,440		$	275,617		$	317,664
Less: intersegment eliminations		387			122			1,421			434
Operating revenue		84,982			108,318			274,196			317,230
Less: fuel surcharge revenue		10,635			22,242			37,953			67,740
Base revenue		74,347			86,076			236,243			249,490
Operating expense		82,522			106,142			267,631			323,568
Adjusted for:
Restructuring, severance and related charges		(2,893	)		--			(2,893	)		--
Fuel surcharge revenue		(10,635	)		(22,242	)		(37,953	)		(67,740	)
Adjusted operating expense	$	68,994		$	83,900		$	226,785		$	255,828
Operating ratio		97.1	%		98.0	%		97.6	%		102.0	%
Adjusted operating ratio		92.8	%		97.5	%		96.0	%		102.5	%

SCS Segment	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Revenue	$	39,505		$	49,359		$	119,781		$	144,507
Less: intersegment eliminations		997			4,059			4,027			9,332
Operating revenue		38,508			45,300			115,754			135,175
Less: fuel surcharge revenue		3,103			5,430			9,553			16,139
Base revenue		35,405			39,870			106,201			119,036
Operating expense		35,509			39,964			106,520			118,770
Adjusted for:
Fuel surcharge revenue		(3,103	)		(5,430	)		(9,553	)		(16,139	)
Adjusted operating expense	$	32,406		$	34,534		$	96,967		$	102,631
Operating ratio		92.2	%		88.2	%		92.0	%		87.9	%
Adjusted operating ratio		91.5	%		86.6	%		91.3	%		86.2	%

	Nine Months Ended September 30,
(in thousands)	2015			2014
Net cash provided by operating activities	$	58,786		$	38,076
Net cash used in investing activities		(5,813	)		(21,676	)
Net cash used in financing activities		(51,046	)		(16,327	)

	Payments Due By Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Facilities	$	5,991	$	1,094	$	1,654	$	882	$	2,361
Computer hardware		646		235		411		--		--
Revenue equipment		18,866		4,877		9,753		4,236		--
Total rental obligations	$	25,503	$	6,206	$	11,818	$	5,118	$	2,361

Period	(a) Total Number of Shares Purchased		(b) Weighted Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number of Common Shares that May Yet Be Purchased Under the Publicly Announced Plans or Programs
July 1-31, 2015
Repurchase Program (1)		--		--		--		--
Other Transactions (2)		6,440	$	20.00		--		--
August 1-31, 2015
Repurchase Program (1)		83,640	$	19.31		83,640		916,360
Other Transactions (2)		473	$	19.97		--		--
September 1-30, 2015
Repurchase Program (1)		162,339	$	19.02		162,339		754,021
Other Transactions (2)		--		--		--		--
Total		252,892	$	19.14		245,979		754,021

Exhibit Number		Exhibit
3.1		Restated and Amended Certificate of Incorporation of the Company as currently in effect, including all Certificates of Amendment thereto (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report for the quarter ended March 31, 2013).
3.2		Amended Bylaws of the Company as currently in effect (incorporated by reference to Exhibit 3.2 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2011).
4.1		Specimen certificate evidencing shares of the common stock, $.01 par value, of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, Registration No. 33-45682, filed with the Securities and Exchange Commission on February 13, 1992 ).
4.2		Restated and Amended Certificate of Incorporation of the Company as currently in effect, including all Certificates of Amendment thereto (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report for the quarter ended March 31, 2013).
4.3		Amended Bylaws of the Company as currently in effect (incorporated by reference to Exhibit 3.2 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2011).
10.1	*#	Separation Agreement, dated July 7, 2015, by and between the Company and John M. Simone
10.2	*#	Employment Agreement, dated July 29, 2015, by and between the Company and Michael K. Borrows
10.3	*#	Executive Severance and Change in Control Agreement, dated July 29, 2015, by and between the Company and Michael K. Borrows
10.4	*#	Employment Agreement, dated July 29, 2015, by and between the Company and Russell A. Overla
10.5	*#	Executive Severance and Change in Control Agreement, dated July 29, 2015, by and between the Company and Russell A. Overla
10.6	*#	Separation Agreement, dated September 15, 2015, by and between the Company and Jeffrey H. Lester
10.7	*#	Separation Agreement, dated September 24, 2015, by and between the Company and Russell A. Overla
10.8	*#	Employment Agreement, dated September 30, 2015, by and between the Company and Martin Tewari
10.9	*#	Executive Severance and Change in Control Agreement, dated September 30, 2015, by and between the Company and Martin Tewari
18.0	#	Preferability letter from Independent Registered Public Accounting Firm, dated November 4, 2015.
31.1	#	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	#	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	#	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	#	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	±	XBRL Instance Document.
101.SCH	±	XBRL Taxonomy Extension Schema Document.
101.CAL	±	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	±	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	±	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	±	XBRL Taxonomy Extension Presentation Linkbase Document.

References:
*		Management contract or compensatory plan, contract or arrangement.
#		Filed herewith.
±		In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”

			USA Truck, Inc.
			(Registrant)


Date:	November 4, 2015	By:	/s/ Michael K. Borrows
			(Signature) Michael K. Borrows
			Executive Vice President and Chief Financial Officer
			Principal Financial Officer



Date:	November 4, 2015	By:	/s/ Joseph M. Kaiser
			(Signature) Joseph M. Kaiser
			Vice President and Corporate Controller
			Principal Accounting Officer

	If to the Company:	USA Truck, Inc.
		3200 Industrial Park Road
		Van Buren, Arkansas 72956
		Attn: Chief Financial Officer
		Facsimile: (479) 471-2526


	If to Executive:	Mr. John M. Simone
		______________________
		______________________
		Email: _________________

To the Company:	USA Truck, Inc.
	3201 Industrial Park Road
	Van Buren, Arkansas 72956
	Attention: Chairman of the Board

To the Executive:	Michael K. Borrows
	___________________
	___________________

	USA TRUCK, INC.


	By:

	Name:

	Title:





	____________________________________________
	Michael K. Borrows

	____________________________________________
	Signature

	$50,000.00
	Amount of Relocation Services Benefit

	USA TRUCK, INC.



	By: /s/ Thomas M. Glaser

	Name: Thomas M. Glaser

	Title: President and CEO




	/s/ Michael K. Borrows
	Michael K. Borrows

	/s/ Michael K. Borrows
	Signature

	$50,000.00
	Amount of Relocation Services Benefit

JEFFREY LESTER		USA TRUCK INC.

/s/ Jeffrey Lester		/s/ Tom Glaser
Signature		Tom Glaser
		USA Truck, Inc.

9/15/15		9/15/15
Date		Date

	If to Executive:	Mr. Russell A. Overla
		____________________
		____________________
		Email: _______________________

Date:	November 4, 2015	By:	/s/ Thomas M. Glaser
			Thomas M. Glaser
			Principal Executive Officer