USA TRUCK INC (Form: 10-Q, Received: 05/05/2016 18:01:54)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2016

[ ]	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: 0-19858

USA TRUCK, INC.

(Exact name of registrant as specified in its charter)

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)

479-471-2500

(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.

Yes [X]

No [ ]

Indicate by check mark whether the registrant: has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X]

No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one)

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ]

No [X]

The number of shares outstanding of the registrant’s common stock, as of April 28, 2016, was 9,197,355.

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	USA TRUCK, INC.
	TABLE OF CONTENTS

Item No.	Caption	Page
	PART I – FINANCIAL INFORMATION
1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited) as of March 31, 2016 and December 31, 2015	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited) – Three Months Ended March 31, 2016 and March 31, 2015	3
	Condensed Consolidated Statement of Stockholders’ Equity (unaudited) – Three Months Ended March 31, 2016	4
	Condensed Consolidated Statements of Cash Flows (unaudited) – Three Months Ended March 31, 2016 and March 31, 2015	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
3.	Quantitative and Qualitative Disclosures About Market Risk	24
4.	Controls and Procedures	24
	PART II – OTHER INFORMATION
1.	Legal Proceedings	25
1A.	Risk Factors	25
2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
3.	Defaults Upon Senior Securities	26
4.	Mine Safety Disclosures	26
5.	Other Information	26
6.	Exhibits	27
	Signatures	28

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PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

USA TRUCK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share data)

	March 31,			December 31,
	2016			2015
Assets
Current assets:
Cash	$	1,403		$	87
Accounts receivable, net of allowance for doubtful accounts of $870 and $608, respectively		56,260			53,324
Other receivables		3,678			5,094
Inventories		457			748
Assets held for sale		5,229			7,979
Income taxes receivable		8,485			6,159
Prepaid expenses and other current assets		5,745			4,876
Total current assets		81,257			78,267
Property and equipment:
Land and structures		33,480			32,910
Revenue equipment		286,020			289,045
Service, office and other equipment		22,628			22,156
Property and equipment, at cost		342,128			344,111
Accumulated depreciation and amortization		(136,894	)		(137,327	)
Property and equipment, net		205,234			206,784
Other assets		1,350			1,405
Total assets	$	287,841		$	286,456
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	25,220		$	24,473
Current portion of insurance and claims accruals		10,589			10,706
Accrued expenses		13,997			8,836
Current maturities of capital leases		16,375			12,190
Total current liabilities		66,181			56,205
Deferred gain		660			701
Long-term debt, less current maturities		75,900			70,400
Capital leases, less current maturities		13,003			18,845
Deferred income taxes		38,962			37,943
Insurance and claims accruals, less current portion		8,585			8,585
Total liabilities		203,291			192,679
Commitments and contingencies
Stockholders’ equity:
Preferred Stock, $.01 par value; 1,000,000 shares authorized		—			—
Common Stock, $.01 par value; 30,000,000 shares authorized; issued 12,125,170 shares, and 11,946,253 shares, respectively		121			119
Additional paid-in capital		67,443			67,370
Retained earnings		64,064			65,871
Less treasury stock, at cost (2,727,664 shares, and 2,268,608 shares, respectively)		(47,078	)		(39,583	)
Total stockholders’ equity		84,550			93,777
Total liabilities and stockholders’ equity	$	287,841		$	286,456

See accompanying notes to condensed consolidated financial statements.

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USA TRUCK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands, except per share data)

	Three Months Ended
	March 31,
Revenue:	2016			2015
Operating revenue	$	110,618		$	132,887

Operating expenses:
Salaries, wages and employee benefits		32,573			37,872
Fuel and fuel taxes		10,189			17,978
Depreciation and amortization		7,272			10,802
Insurance and claims		4,768			6,194
Equipment rents		1,860			783
Operations and maintenance		9,213			10,291
Purchased transportation		36,403			38,770
Operating taxes and licenses		1,122			1,320
Communications and utilities		880			863
Gain on disposal of assets, net		(396	)		(503	)
Restructuring, impairment and other costs		5,264			—
Other		3,833			3,991
Total operating expenses		112,981			128,361
Operating (loss) income		(2,363	)		4,526

Other expenses (income):
Interest expense, net		565			630
Loss on extinguishment of debt		—			750
Other, net		203			202
Total other expenses, net		768			1,582
(Loss) income before income taxes		(3,131	)		2,944
Income tax (benefit) expense		(1,324	)		1,309

Net (loss) income and comprehensive (loss) income	$	(1,807	)	$	1,635

Net (loss) income per share:
Average shares outstanding (basic)		9,381			10,395
Basic (loss) earnings per share	$	(0.19	)	$	0.16

Average shares outstanding (diluted)		9,381			10,516
Diluted (loss) earnings per share	$	(0.19	)	$	0.16

See accompanying notes to condensed consolidated financial statements.

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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, 2015		11,946		$	119	$	67,370		$	65,871		$	(39,583	)	$	93,777
Exercise of stock options		1			—		2			—			—			2
Excess tax benefit from exercise of stock options		—			—		(23	)		—			—			(23	)
Purchase of treasury stock		—			—		—			—			(7,495	)		(7,495	)
Share-based compensation		—			—		131			—			—			131
Restricted stock award grant		203			2		(1	)		—			—			1
Forfeited restricted stock		(23	)		—		—			—			—			—
Net share settlement related to restricted stock vesting		(2	)		—		(36	)		—			—			(36	)
Net loss		—			—		—			(1,807	)		—			(1,807	)
Balance at March 31, 2016		12,125		$	121	$	67,443		$	64,064		$	(47,078	)	$	84,550

See accompanying notes to condensed consolidated financial statements.

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USA TRUCK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	Three Months Ended
	March 31,
Operating activities:	2016			2015
Net (loss) income	$	(1,807	)	$	1,635
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		7,272			10,802
Provision for doubtful accounts		319			17
Deferred income taxes, net		1,020			510
Share-based compensation		131			226
Gain on disposal of assets, net		(396	)		(503	)
Loss on extinguishment of debt		—			750
Impairment of property and equipment		1,070			—
Other		(41	)		(2	)
Changes in operating assets and liabilities:
Accounts receivable		(4,164	)		6,739
Inventories and prepaid expenses		(581	)		(2,841	)
Accounts payable and accrued liabilities		3,927			2,167
Insurance and claims accruals		(376	)		550
Other long-term assets and liabilities		56			294
Net cash provided by operating activities		6,430			20,344

Investing activities:
Capital expenditures		(2,220	)		(11,678	)
Proceeds from sale of property and equipment		2,913			6,196
Net cash provided by (used in) investing activities		693			(5,482	)

Financing activities:
Borrowings under long-term debt		12,424			108,736
Payments on long-term debt		(6,923	)		(112,236	)
Payments on capitalized lease obligations		(1,657	)		(7,507	)
Net change in bank drafts payable		(2,100	)		(2,409	)
Excess tax (benefit) payments from exercise of stock options		(23	)		433
Principal payments on note payable		—			(335	)
Purchase of common stock		(7,495	)		—
Net payments on stock-based awards		(33	)		(160	)
Net cash used in financing activities		(5,807	)		(13,478	)

Increase in cash		1,316			1,384
Cash:
Beginning of period		87			205
End of period	$	1,403		$	1,589

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	606		$	570
Income taxes		121			55
Supplemental disclosure of non-cash investing activities:
Purchases of revenue equipment included in accounts payable		5,358			238

See accompanying notes to condensed consolidated financial statements.

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USA TRUCK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2016

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 month period ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. 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, 2015.

The Company has recast certain prior period amounts to reflect the change in accounting principle for tires as disclosed in its Form 10-Q for the period ending September 30, 2015.

NOTE 2 – NOTE RECEIVABLE

During 2010, the Company sold its terminal facility in Shreveport, Louisiana. In connection with this sale, the purchaser gave the Company cash in the amount of $0.2 million and a note receivable in the amount of $2.1 million due November 2015, which was recorded in the line item “Other receivables” in the accompanying condensed consolidated balance sheets. The purchaser-debtor defaulted on the note receivable by not making the principal payment in November 2015, and the Company is undertaking actions to collect. The note receivable is collateralized by a first priority mortgage on the property. The Company believes, based on a recent appraisal, the value of the property exceeds the amount of the note receivable plus collection costs. Accordingly, no valuation allowance has been recorded. The Company had previously deferred $0.7 million of gain on the sale of the property, with gain recognized into earnings only as payments on the note receivable were received.

In February 2016, the Company, and the purchaser-debtor modified the original asset sale agreement (hereinafter referred to as the “Original Agreement”) for the property as a result of the default by the purchaser-debtor in November 2015. The modifications to the Original Agreement are as follows:

(1)	As of January 1, 2016, the purchaser-debtor will no longer make monthly payments to the Company, as required under the Original Agreement.
(2)	The purchaser-debtor agrees that in addition to the balloon payment of $1.9 million, the Company shall also be entitled to receive 25% of the net sale proceeds from any future sale (including any foreclosure sale) of the property in excess of the balloon payment, closing costs, and realtor commissions.
(3)	At any time, the Company retains the right to enforce its rights as creditor, mortgagee, and holder of vendor’s privilege and declare the unpaid portion of the purchase price, interest, costs, and attorneys’ fees immediately due and payable. The Company’s rights include instituting foreclosure proceedings and/or other legal action.

NOTE 3 – EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS

The Company adopted the 2014 Omnibus Incentive Plan (the “Incentive Plan”) in May 2014. The Incentive Plan replaced the 2004 Equity Incentive Plan (“the “Prior Plan”) and provides for the granting of equity-based awards covering up to 500,000 shares of common stock to directors, officers and other key employees and consultants, in addition to the shares available under the Prior Plan on the effective date of the “Incentive Plan”. As of March 31, 2016, 158,671 shares remain available for the issuance of future equity-based compensation awards.

The components of compensation expense recognized, net of forfeiture recoveries, related to equity-based compensation is reflected in the table below for the years indicated (in thousands):

	Three Months Ended
	March 31,
	2016		2015
Stock options	$	--	$	5
Restricted stock awards		131		221
Equity compensation expense		131		226

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Compensation expense related to all equity-based compensation awards granted under the Incentive Plan is included in salaries, wages and employee benefits in the accompanying consolidated statements of operations and comprehensive income (loss).

Stock options

Stock options are the contingent right of award holders to purchase shares of the Company’s common stock at a stated price for a limited time. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing formula, and is recognized over the vesting period of the award. The vesting period of option awards is generally 3 or 4 years and awards may be exercised over a three or ten year term. While the Company did not grant any new stock options in 2016 or 2015, there was a modification to an existing stock option award in the third quarter of 2015 that resulted in a deemed new award being granted.

The following assumptions were used to value the stock options granted or deemed to have been granted during the years indicated. No stock options were granted during the three-month period ended March 31, 2016.

	2016		2015
Dividend yield		N/A		0	%
Expected volatility		N/A		62.9	%
Risk-free interest rate		N/A		0.1	%
Expected life (in years)		N/A		0.5

The expected volatility is a measure of the expected fluctuation in the Company’s share price based on the historical volatility of the Company’s stock. Expected life represents the length of time an option contract is anticipated to be outstanding before being exercised. The risk-free interest rate is based on an implied yield on United States zero-coupon treasury bonds with a remaining term equal to the expected life of the outstanding options. In addition to the above, a factor for anticipated forfeitures is also included, which represents the number of shares under options expected to be forfeited over the expected life of the options.

The following table summarizes the stock option activity under the Incentive Plan:

	Number of Shares			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands) (1)
Options outstanding - beginning of year		15,610		$	5.40
Exercised		(1,637	)		4.23			$	17
Expired		(2,174	)		5.61
Outstanding at March 31, 2016		11,799		$	5.53		6.33	$	157
Exercisable at March 31, 2016		11,799		$	5.53		6.33	$	157


	(1)	The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. The per share market value of the Company’s common stock, as determined by the closing price on March 31, 2016 (last trading day of the quarter), was $18.84.

Restricted stock awards

Restricted stock awards are shares of the Company’s common stock that are granted subject to defined restrictions. The estimated fair value of restricted stock awards is based upon the closing price of the Company’s common stock on the date of grant. Vesting provisions for currently outstanding restricted stock awards to our employees include performance vesting criteria based upon corporate financial metrics, metrics tied to achievement of specific reportable segment performance, personal metrics that drive consolidated performance, and stock price objectives, as well as time vested awards generally vesting over four years. We also have outstanding restricted stock awards to our directors that are generally granted at each annual meeting of stockholders and vest at the immediately following annual meeting.

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Information related to the restricted stock awarded for the three month period ended March 31, 2016, is as follows:

	Number of Shares			Weighted-Average Grant Date Fair Value (1)
Nonvested shares – December 31, 2015		115,317		$	21.55
Granted		204,438			14.12
Forfeited		(12,378	)		17.25
Vested		(21,870	)		16.36
Nonvested shares – March 31, 2016		285,507			17.88


	(1)	The shares were valued at the closing price of the Company’s common stock on the dates of the awards.

As of March 31, 2016, approximately $1.8 million of unrecognized compensation cost related to nonvested restricted stock awards is expected to be recognized over a weighted-average period of 3.0 years.

NOTE 4 – REPURCHASE OF EQUITY SECURITIES

During 2015, the Company’s board of directors authorized the repurchase of up to one million shares of the Company’s common stock to be made over a three-year period ending July 28, 2018. During January 2016, the Company repurchased a total of 46,262 shares at a weighted average price of $17.69 per share for an aggregate cost of approximately $0.8 million. These shares constituted the remainder of the initial share repurchase authorization.

In January 2016, the Company’s board of directors authorized the repurchase of up to an additional two million shares of the Company’s common stock, which will expire in February 2019 unless earlier terminated or extended by the board of directors. During the quarter ended March 31, 2016, the Company, through a Rule 10b5-1 plan, repurchased 399,170 shares under the second stock repurchase authorization at a weighted average price of $16.72 per share for an aggregate cost of approximately $6.7 million.

NOTE 5 – SEGMENT REPORTING

The Company’s two reportable segments are Trucking and USAT Logistics. During the first quarter of 2016, the Company rebranded its asset-light business (formerly known as Strategic Capacity Solutions (“SCS”), as USAT Logistics (“Logistics”).

Trucking. 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.

USAT Logistics. Logistics 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.

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 Logistics, 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 Logistics 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 Logistics are specifically identifiable direct costs or are allocated to Logistics based on relevant drivers.

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

	Three Months Ended
	March 31,
Operating revenue	2016			2015
Trucking revenue (1)	$	76,036		$	96,402
Trucking intersegment eliminations		(334	)		(615	)
Trucking operating revenue		75,702			95,787
USAT Logistics revenue		35,911			38,671
USAT Logistics intersegment eliminations		(995	)		(1,571	)
USAT Logistics operating revenue		34,916			37,100
Total operating revenue	$	110,618		$	132,887


	(1)	Includes foreign revenue of $9.6 million and $11.8 million for the three months ended March 31, 2016 and 2015, respectively.

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

	Three Months Ended
	March 31,
Operating (loss) income	2016			2015
Trucking	$	(4,369	)	$	1,550
USAT Logistics		2,006			2,976
Total operating (loss) income	$	(2,363	)	$	4,526

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

	Three Months Ended
	March 31,
Depreciation and amortization	2016		2015
Trucking	$	7,150	$	10,744
USAT Logistics		122		58
Total depreciation and amortization	$	7,272	$	10,802

Note 6 – Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	March 31,		December 31,
	2016		2015
Salaries, wages, and employee benefits	$	4,855	$	4,359
Federal and state tax accruals		2,918		1,712
Restructuring, impairment and other costs (1)		3,137		773
Accrued third party maintenance		1,686		525
Other		1,401		1,467
Total accrued expenses	$	13,997	$	8,836

(1)

Refer to Note 13 of the footnotes to the Company’s condensed consolidated financial statements for additional information regarding the restructuring, impairment and other costs.

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Note 7 – LONG-TERM DEBT

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

	March 31,		December 31,
	2016		2015
Revolving credit agreement	$	75,900	$	70,400
Other		—		—
Total debt	$	75,900	$	70,400

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 (the “Swing line”) 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, except for any real estate or revenue equipment financed outside the Credit Facility.

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 Credit Facility contains a single springing financial covenant, which requires the Company to maintain 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 average interest rate including all borrowings made under the Credit Facility as of March 31, 2016 was 1.98%. As debt is repriced on a monthly basis, the borrowings under the Credit Facility approximate fair value. As of March 31, 2016, the Company had outstanding $4.3 million in letters of credit and had approximately $82.1 million available under the Credit Facility.

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Note 8 – LEASES AND Commitments

CAPITAL LEASES

The Company 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
March 31, 2016	$	45,170	$	14,513	$	30,657
December 31, 2015		45,170		12,896		32,274

The Company has capitalized lease obligations relating to revenue equipment of $29.4 million, of which $16.4 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 1.68% to 3.11% as of March 31, 2016. The lease agreements require payment of property taxes, maintenance and operating expenses. Amortization of capital leases was $1.3 million and $2.7 million for the three months ended March 31, 2016 and 2015, respectively.

OPERATING LEASES

Rent expense associated with operating leases was $2.5 million and $1.3 million for the three months ended March 31, 2016 and 2015, respectively. Rent expense relating to tractors, trailers and other operating equipment is included in the “Equipment rents” line item, while rent expense relating to office equipment is included in the “Operations and maintenance” line item in the accompanying condensed consolidated statements of operations.

As of March 31, 2016, 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.

As of March 31, 2016, 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).


	2016		2017		2018		2019		2020		Thereafter
Capital leases	$	16,838	$	3,007	$	3,774	$	6,674	$	—	$	—
Operating leases		8,150		7,985		7,029		4,608		1,708		251

OTHER COMMITMENTS

As of March 31, 2016, the Company had no commitments for purchases of non-revenue equipment and commitments of approximately $50.0 million for purchases of revenue equipment. The Company anticipates taking delivery of these purchases throughout the remainder of 2016.

NOTE 9 – INCOME tAXES

During the three months ended March 31, 2016 and 2015, effective tax rates were 42.3% and 44.5%, 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 can be 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 2012 – 2015 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 March 31, 2016.

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Note 10 – EARNINGS (LOSS) Per Share

Basic earnings (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) 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 (loss) per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on income (loss) per share.

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

	Three Months Ended
	March 31,
Numerator:	2016			2015
Net (loss) income	$	(1,807	)	$	1,635
Denominator:
Denominator for basic earnings (loss) per share – weighted average shares		9,381			10,395
Effect of dilutive securities:
Employee stock options and restricted stock		—			121
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversion		9,381			10,516
Basic (loss) earnings per share	$	(0.19	)	$	0.16
Diluted (loss) earnings per share	$	(0.19	)	$	0.16
Weighted average anti-dilutive employee stock options and restricted stock		39			39

NOTE 11 – LEGAL PROCEEDINGS

The Company 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 related to 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 12 – 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 revenue 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 provides for 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 August 2015, the FASB issued ASU 2015-14, “Revenue From Contracts with Customers – Deferral of the Effective Date”, which delayed the effectiveness of ASU 2014-09 to annual periods beginning after December 15, 2017, and interim periods therein. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to recognize a right-to-use asset and a lease obligation for all leases. Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less. Lessor accounting under the new standard is substantially unchanged. Additional qualitative and quantitative disclosures, including significant judgments made by management, will be required. The new standard, which will become effective for the Company beginning with the first quarter 2019, requires a modified retrospective transition approach and includes a number of practical expedients. Early adoption of the standard is permitted. The Company is currently evaluating the impacts the adoption of this accounting guidance will have on the consolidated financial statements

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In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. The new standard will become effective for the Company beginning with the first quarter of 2017, with early adoption permitted. The Company is currently evaluating the impacts the adoption of this accounting guidance will have on the consolidated financial statements.

NOTE 13 – RESTRUCTURING, IMPAIRMENT AND OTHER COSTS

During the quarter ended March 31, 2016, the Company took steps to streamline and simplify its operations to better align the Company’s cost structure. In the Company’s Trucking segment, the Company announced a plan to close its maintenance facilities in Forest Park, Georgia and South Holland, Illinois during the first quarter of 2016. Additionally, in the Company’s Logistics segment, the Company announced a plan to close certain branch offices located at Olathe, Kansas and Salt Lake City, Utah. These closures are expected to improve operating productivity, enhance capacity utilization and increase shareholder value.

The head count reduction reflected a total of 47 team members across multiple departments, including 2 contractors. Employees separated or to be separated from the Company as a result of these streamlining initiatives were offered severance benefits and the termination was communicated to them on or prior to March 31, 2016. The agreement with the contractors was cancelled and cancellation penalties will be paid, where required. The expenses recorded during the quarter ended March 31, 2016, included costs related to involuntary terminations and other direct costs associated with implementing these initiatives. Other direct costs included facility lease termination costs; costs associated with the development, communication and administration of these initiatives; and asset write-offs. The company has incurred total pretax expenses of approximately $3.5 million related to these streamlining initiatives, which were recorded in the line item “Restructuring, impairment and other costs” in the accompanying condensed consolidated statements of income.

During the quarter ended March 31, 2016, the Company recorded $1.1 million for the impairment of non-operating assets. Of the total expense recorded, approximately $0.5 million related to the impairment of the Company’s bulk fuel assets at all locations, as diesel fuel will no longer be stored or dispensed at any of the Company’s locations, and $0.6 million related to the fair market value impairment of the Company’s Spartanburg terminal.

Additionally, during the first quarter of 2016, the Company identified an item requiring an adjustment of an accounts payable liability during 2013. The Company has recorded an adjustment of $0.6 million for this item in the quarter ended March 31, 2016.

The following table summarizes the Company’s restructuring liability and cash payments made related to the restructuring plan during the three months ended March 31, 2016, by segment (in thousands):

	Accrued Balance Dec. 31, 2015 (1)		Costs Incurred March 31, 2016 (2)		Payments			Expenses/ Charges			Accrued Balance March 31, 2016
Compensation and benefits	$	753	$	768	$	(803	)	$	(3	)	$	715
Facility closing expenses		20		2,779		(91	)		(286	)		2,422
Spartanburg impairment		—		546		—			(546	)		—
Fuel tank write-off		—		524		—			(524	)		—
Out of period adjustment		—		647		—			(647	)		—
Total	$	773	$	5,264	$	(894	)	$	(2,006	)	$	3,137


	(1)	Represents accrued costs related to the prior 2015 restructuring event.

(2)

These costs relate to the 2016 restructuring initiatives discussed above.

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	Costs Incurred March 31, 2016		Costs Incurred March 31, 2015
Trucking	$	4,848	$	—
USAT Logistics		416		—
Total	$	5,264	$	—

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and such statements are subject to the safe harbor created by those sections, and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation:

●

any projections of earnings, operating ratio (or operating margin), and return on equity or invested capital

●

revenues and other financial items;

●

any statement of plans,

●

strategies and objectives of management for future operations;

●

any statements concerning proposed new services or developments;

●

any statements regarding future economic conditions and performance;

●

and any statements of belief and any statement of assumptions underlying any of the foregoing.

In this Quarterly Report on Form 10-Q, statements relating to:

●

future driver market,

●

future driver compensation,

●

future ability to recruit and retain drivers,

●

future driver recruiting costs,

●

future acquisitions and dispositions of revenue equipment,

●

our belief that improved safety features on tractors we purchase will result in fewer claims;

●

future profitability,

●

future pricing rates,

●

future fuel efficiency,

	●	future fuel prices,
	●	future insurance and claims expense,

●

future ability to recover costs through the fuel surcharge program,

●

future employee benefits costs,

●

future purchased transportation use and expense,

●

future operations and maintenance costs,

●

future depreciation and amortization expense,

●

future effects of inflation,

●

future indebtedness, expected amount and timing of capital expenditures,

●

the future impact of pending litigation and claims against us,

●

the sufficiency of our liquidity and sources of capital resources,

●

the future use of derivative financial instruments and

●

future income tax rates,

among others, are forward-looking statements. Such statements may be identified by their use of terms or phrases such as “expects,” “estimates,” “projects,” “believes,” “anticipates,” “intends,” “plans,” “goals,” “may,” “will,” “should,” “could,” “potential,” “continue,” “future” and similar terms and phrases. Forward-looking statements are based on currently available operating, financial and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Item 1.A., Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and other filings with the Securities and Exchange Commission.

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All such forward-looking statements speak only as of the date of this report. You are cautioned not to place undue reliance on such forward-looking statements. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in management’s expectations with regard thereto or any change in the events, conditions, or circumstances on which any such information is based.

All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by this cautionary statement.

References to the “Company,” “we,” “us,” “our” or similar terms refer to USA Truck, Inc. and its subsidiary.

Overview

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader more fully understand the operations and present business environment of USA Truck, Inc. MD&A is provided as a supplement to, and should be read in conjunction with, the condensed consolidated financial statements and notes thereto and other financial information that appears elsewhere in this report. This overview summarizes the MD&A, which includes the following sections:

Our Business – a general description of USA Truck’s business, the organization of its operations and the service offerings that comprise its operations.

Results of Operations – an analysis of the consolidated results of operations for the periods presented in the condensed consolidated financial statements included in this filing and a discussion of seasonality, the potential impact of inflation and fuel availability and cost.

Liquidity and Capital Resources – an analysis of cash flows, sources and uses of cash, debt, equity and contractual obligations.

Critical Accounting Policies – a discussion of accounting policies that require critical judgment and estimates.

Our Business

USA Truck offers a broad range of truckload and logistics services to a diversified customer base that spans a variety of industries. The Company has two reportable segments: (i) Trucking, consisting of truckload and dedicated freight and (ii) USAT Logistics, consisting of freight brokerage and rail intermodal service offerings. During the first quarter of 2016, the Company rebranded the SCS segment as USAT Logistics (“Logistics”).

The trucking segment provides truckload transportation, including dedicated services, of various products, goods and materials. The Company’s Logistics service matches customer shipments with available equipment of authorized carriers and provides services that complement the Company’s trucking operations.

Revenue for the Company’s trucking segment is substantially generated by transporting freight for customers, and is predominantly affected by the rates per mile received from customers. The Company enhances its operating revenue by charging fuel surcharges, stop-off pay, loading and unloading activities, tractor and trailer detention and other ancillary services.

Operating expenses that have a major impact on the profitability of the trucking segment are primarily the variable costs of transporting freight for customers. Variable costs include driver salaries and benefits, fuel and fuel taxes, payments to independent contractors, operating and maintenance expense and insurance and claims.

To mitigate the Company’s exposure to fuel price increases, it recovers from its customers fuel surcharges that generally recoup a majority of the increased fuel costs; however, the Company cannot assure the recovery levels experienced in the past will continue in future periods. Although its fuel surcharge program mitigates some exposure to rising fuel costs, the Company continues to have exposure to increasing fuel costs related to empty miles, fuel inefficiency due to engine idle time and other factors, including the extent to which the surcharge paid by the customer is insufficient to compensate for higher fuel costs, particularly in times of rapidly increasing fuel prices. The main factors that affect fuel surcharge revenue are the price of diesel fuel and the number of loaded miles. The fuel surcharge is billed on a lagging basis, meaning the Company typically bills customers in the current week based on the previous week’s applicable United States Department of Energy, or DOE, index. Therefore, in times of increasing fuel prices, the Company does not recover as much as it is currently paying for fuel. In periods of declining prices, the opposite is true.

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The key statistics used to evaluate trucking revenue, net of fuel surcharge, include (i) base trucking revenue per seated tractor per week (ii) average miles per seated tractor per week, (iii) deadhead percentage, (iv) average loaded miles per trip, (v) average number of seated tractors and (vi) adjusted operating ratio. In general, the Company’s average miles per seated tractor per week, rate per mile and deadhead percentage are affected by industry-wide freight volumes, industry-wide trucking capacity and the competitive environment, which factors are beyond the Company’s control, as well as by its sales and marketing efforts, service levels and efficiency of its operations, over which the Company has significant control.

The Logistics segment provides services that complement Trucking services. Unlike the Trucking segment, the Logistics segment is non-asset based and is instead dependent upon qualified employees, information systems and qualified third-party capacity providers. The largest expense related to the Logistics segment is purchased transportation expense. Other operating expenses consist primarily of salaries, wages and employee benefits. The Company evaluates the Logistics segment’s financial performance by reviewing the gross margin percentage (revenue less purchased transportation expenses expressed as a percentage of revenue) and the operating ratio. The gross margin can be impacted by the rates charged to customers and the costs of securing third-party capacity.

Results of Operations

The following table sets forth the condensed consolidated statements of operations and comprehensive income in dollars (dollar amounts in thousands) and percentage of consolidated operating revenue and the percentage increase or decrease in the dollar amounts of those items compared to the prior year.

	Three Months Ended March 31,
	2016									2015
		$		% Operating Revenue			% Base Revenue (2)				$	% Operating Revenue			% Base Revenue (2)			% Change in Dollar Amounts
Base revenue	$	102,017			92.2	%				$	115,469		86.9	%					(11.6	)%
Fuel surcharge revenue		8,601			7.8						17,418		13.1						(50.6	)
Operating revenue	$	110,618			100.0	%				$	132,887		100.0	%					(16.8	)

Operating expenses		112,981			102.1			97.2	%		128,361		96.6			96.1	%		(13.3	)
Operating (loss) income		(2,363	)		(2.1	)		2.8			4,526		3.4			3.9			(114.3	)

Other expenses:
Interest expense		565			0.5						630		0.5						(10.3	)
Loss on extinguishment of debt (1)		—			—						750		0.6						(100.0	)
Other, net		203			0.2						202		0.1						0.5
Total other expenses, net		768			0.7						1,582		1.2						51.5
(Loss) income before income taxes		(3,131	)		(2.9	)					2,944		2.2						(206.4	)
Income tax (benefit) expense		(1,324	)		(1.2	)					1,309		1.0						(201.1	)

Net (loss) income	$	(1,807	)		(1.7	)%				$	1,635		1.2	%					(210.5	)%

(1)

Loss on extinguishment of debt represents the write-off of the deferred financing fees associated with the previous revolving credit facility during the first quarter of 2015.

(2)

The percent of base revenue calculation for operating expenses is calculated as operating expenses, net of fuel surcharges and unusual items, as a percent of operating revenue excluding fuel surcharge revenue. Unusual items in this presentation are the restructuring, impairment and other costs. See Note 13 to the Company’s condensed consolidated financial statements included in Part I, Item 1, in this Form 10-Q for additional information regarding the restructuring, impairment and other costs.

Use of Non-GAAP Financial Information

The Company uses the terms “adjusted operating ratio” and “adjusted earnings per diluted share” throughout this Form 10-Q. Adjusted operating ratio and adjusted earnings per diluted share, as defined here, are non-GAAP financial measures, as defined by the SEC. Management uses adjusted operating ratio and adjusted earnings per diluted share as supplements to the Company’s GAAP results in evaluating certain aspects of its business, as described below.

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Adjusted operating ratio is calculated as operating expenses less restructuring, impairment and other costs, net of fuel surcharges, as a percentage of operating revenue excluding fuel surcharge revenue. Adjusted earnings per diluted share is defined as earnings or loss before income taxes plus loss on extinguishment of debt, and restructuring, impairment and other costs reduced by our statutory income tax rate, divided by weighted average diluted shares outstanding.

The Company’s Board of Directors and chief operating decision-makers also focus on adjusted operating ratio and adjusted earnings per diluted share as indicators of the Company’s performance from period to period. Management believes removing the impact of items from the Company’s operating results that, in management’s opinion, do not reflect core operating performance, affords a more consistent basis for comparing results of operations.

Management believes its presentation of adjusted operating ratio and adjusted earnings per diluted share is useful because it provides investors and securities analysts the same information that the Company uses internally for purposes of assessing its core operating performance.

Adjusted operating ratio and adjusted earnings per share are not substitutes for operating margin or any other measure derived solely from GAAP measures. There are limitations to using non-GAAP measures such as adjusted operating ratio and adjusted earnings per diluted share. Although management believes that adjusted operating ratio and adjusted earnings per diluted share can make an evaluation of the Company’s operating performance more consistent because these measures remove items that, in management’s opinion, do not reflect its core operating performance, other companies in the transportation industry may define adjusted operating ratio and adjusted earnings per diluted share differently. As a result, it may be difficult to use adjusted operating ratio, adjusted earnings per diluted share or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to USA Truck’s performance.

Consolidated Reconciliations

Pursuant to the requirements of Regulation G, reconciliations of non-GAAP financial measures to GAAP financial measures have been provided in the tables below for operating ratio (dollar amounts in thousands):

Adjusted Operating Ratio:

	Three Months Ended
	March 31,
	2016			2015
Operating revenue	$	110,618		$	132,887
Less:
Fuel surcharge revenue		8,601			17,418
Base revenue	$	102,017		$	115,469
Operating expense	$	112,981		$	128,361
Adjusted for:
Restructuring, impairment and other costs, net of tax		(5,264	)		—
Fuel surcharge revenue		(8,601	)		(17,418	)
Adjusted operating expense	$	99,116		$	110,943
Operating ratio		102.1	%		96.6	%
Adjusted operating ratio		97.2	%		96.1	%

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Adjusted Earnings per Share:

	Three Months Ended
	March 31,
	2016			2015
(Loss) earnings per diluted share	$	(0.19	)	$	0.16
Adjusted for:
Loss on debt extinguishment, net of tax		—			0.04
Restructuring, impairment and other costs, net of tax		0.34			—
Adjusted earnings per diluted share	$	0.15		$	0.20

Segment Reconciliations:

The tables below set forth the Trucking and USAT Logistics segment adjusted operating ratio (which is a non-GAAP financial measure as defined by the SEC) as if fuel surcharges are excluded from operating revenue and instead reported as a reduction of operating expenses, excluding intersegment activity. Pursuant to the requirements of Regulation G, a reconciliation of this non-GAAP financial measure to the associated GAAP financial measure has been provided in the tables below for operating ratio (dollar amounts in thousands).

*Trucking Segment*	Three Months Ended
	March 31,
	2016			2015
Revenue	$	76,036		$	96,402
Less: intersegment eliminations		334			615
Operating revenue		75,702			95,787
Less: fuel surcharge revenue		6,821			14,243
Base revenue	$	68,881		$	81,544
Operating expense	$	80,071		$	94,237
Adjusted for:
Restructuring, impairment and other costs		(4,848	)		—
Fuel surcharge revenue		(6,821	)		(14,243	)
Adjusted operating expense	$	68,402		$	79,994
Operating ratio		105.8	%		98.4	%
Adjusted operating ratio		99.3	%		98.1	%

*USAT Logistics Segment*	Three Months Ended
	March 31,
	2016			2015
Revenue	$	35,911		$	38,671
Less: intersegment eliminations		995			1,571
Operating revenue		34,916			37,100
Less: fuel surcharge revenue		1,780			3,175
Base revenue	$	33,136		$	33,925
Operating expense	$	32,910		$	34,124
Adjusted for:
Restructuring, impairment and other costs		(416	)		—
Fuel surcharge revenue		(1,780	)		(3,175	)
Adjusted operating expense	$	30,714		$	30,949
Operating ratio		94.3	%		92.0	%
Adjusted operating ratio		92.7	%		91.2	%

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Key Operating Statistics by Segment

	Three Months Ended
	March 31,
Trucking:	2016			2015
Operating revenue (in thousands)	$	75,702		$	95,787
Operating (loss) income (in thousands) (1)	$	(4,369	)	$	1,550
Adjusted operating ratio (2)		99.3	%		98.1	%
Total miles (in thousands) (3)		43,872			50,592
Deadhead percentage (4)		12.4	%		12.0	%
Base revenue per loaded mile	$	1.793		$	1.832
Average number of in-service tractors (5)		1,814			2,178
Average number of seated tractors (6)		1,758			1,988
Average miles per seated tractor per week		1,920			1,979
Base revenue per seated tractor per week	$	3,014		$	3,190
Average loaded miles per trip		563			616

USAT Logistics:
Operating revenue (in thousands)	$	34,916		$	37,100
Operating income (in thousands) (1)	$	2,006		$	2,976
Net revenue (in thousands) (7)		6,718			6,741
Gross margin (8)		18.7	%		17.4	%

(1)

Operating (loss) income is calculated by deducting total operating expenses from operating revenues.

(2)

See GAAP to non-GAAP reconciliation below.

(3)

Total miles include both loaded and empty miles.

(4)

Deadhead percentage is calculated by dividing empty miles into total miles.

(5)

Tractors include company-operated tractors in service, plus tractors operated by independent contractors.

(6)

Seated tractors are those occupied by drivers.

(7)

Net revenue is calculated by taking revenue less purchased transportation.

(8)

Gross margin percentage is calculated by taking revenue less purchased transportation expense and dividing that amount by revenue. This calculation includes intercompany revenues and expenses.

Results of Operations—Segment Review

Trucking operating revenue

For the three months ended March 31, 2016, trucking operating revenue decreased 21.0% to $75.7 million, compared to the same period in 2015. During the first quarter of 2016, trucking base revenue decreased 15.5% to $68.9 million, compared to the first quarter of 2015. Two main factors contributed to the decrease in operating revenue: the tractor fleet downsizing conducted in 2015, which reduced the Company's average tractor count by approximately 11.6%, and a 52.1% decrease in fuel surcharge revenue associated with a 13.7% decrease in loaded miles as well as the 28.8% lower DOE average price of diesel fuel during the quarter ended March 31, 2016. The remaining decreases in operating revenue and base revenue were attributable primarily to 2.1% lower base revenue per loaded mile, a 3.0% decrease in average miles per seated tractor, and higher deadhead percentage, all of which are associated with a softer freight environment during the first quarter of 2016.

Trucking operating income (loss)

Trucking generated an operating loss of $4.4 million in the 2016 period compared to operating income of $1.6 million in the 2015 period. The 2016 period included $4.8 million in restructuring, impairment and other costs (refer to Note 13 of the footnotes to the Company’s condensed consolidated financial statements for additional information regarding the restructuring, impairment and other costs). The primary remaining differences were lower base revenue per seated tractor per week associated with a softer freight environment in the first quarter of 2016, and a higher percentage of unseated tractors. These factors were partially offset by cost savings efforts. Excluding the restructuring, impairment and other costs, the Trucking segment produced $0.5 million adjusted operating income in the trucking segment for the quarter ended March 31, 2016.

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USAT Logistics operating revenue

For the three months ended March 31, 2016, operating revenue for Logistics decreased 5.9% to $34.9 million from $37.1 million, for the corresponding period in 2015. Reduced operating revenue primarily related to a 44.9% decrease in fuel surcharge revenue. For the three months ended March 31, 2016, operating revenue per employee decreased 7.4%, compared to the same period in 2015. Logistics base revenue decreased 2.3% for the three months ended March 31, 2016, over the same period in the prior year. While Logistics experienced an 18.0% increase in load volumes during the quarter, the decrease in both base revenue and fuel surcharge revenue due to the soft freight market, contributed to a 20.2% decrease in revenue per order. In the Logistics segment, which requires much lower capital investment, the Company remains focused on gaining more market share and improving net revenue.

USAT Logistics operating income

Gross margin expanded by 130 basis points in the 2016 period, attributable to a 7.1% decrease in purchased transportation expense due to a softer freight environment. Logistics operating income decreased $1.0 million in the first quarter of 2016, or 32.6%, compared to the first quarter of 2015. Decreased operating income was largely due to higher salaries, wages, and benefits due to expanded staffing to gain market share, as well as the $0.4 million restructuring, impairment and other costs associated with Logistics (see Note 13 to the Company’s condensed consolidated financial statements included in Part I, Item 1, in this Form 10-Q for additional information regarding the restructuring, impairment and other costs).

Consolidated Operating Expense

The following table summarizes the consolidated operating expenses (dollar amounts in thousands) and percentage of consolidated operating revenue, consolidated base revenue and the percentage increase or decrease in the dollar amounts of those items compared to the prior year.

	Three Months Ended March 31,
	2016									2015									% Change
Operating Expenses:	$			% Operating Revenue			% Base Revenue (1)			$			% Operating Revenue			% Base Revenue (1)			2016 to 2015
Salaries, wages and employee benefits	$	32,573			29.4	%		31.9	%	$	37,872			28.5	%		32.8	%		(14.0	)%
Fuel and fuel taxes		10,189			9.2			1.6			17,978			13.5			0.5			(43.3	)
Depreciation and amortization		7,272			6.6			7.1			10,802			8.1			9.4			(32.7	)
Insurance and claims		4,768			4.3			4.7			6,194			4.7			5.4			(23.0	)
Equipment rents		1,860			1.7			1.8			783			0.6			0.7			137.5
Operations and maintenance		9,213			8.3			9.0			10,291			7.7			8.9			(10.5	)
Purchased transportation		36,403			32.9			35.7			38,770			29.2			33.6			(6.1	)
Operating taxes and licenses		1,122			1.0			1.1			1,320			1.0			1.1			(15.0	)
Communications and utilities		880			0.8			0.9			863			0.6			0.7			2.0
Gain on disposal of assets, net		(396	)		(0.4	)		(0.4	)		(503	)		(0.4	)		(0.4	)		21.3
Restructuring, impairment and other costs		5,264			4.7			N/A			—			—			—			N/A
Other		3,833			3.5			3.8			3,991			3.1			3.4			(4.0	)
Total operating expenses	$	112,981			102.1	%		97.2	%	$	128,361			96.6	%		96.1	%		(13.3	)%

(1)

Salaries, wages, and employee benefits

The decreases in salaries, wages and employee benefits expense during the first quarter of 2016 were primarily due to a 20.2% decrease in the Company’s tractor fleet offset partially by the driver pay increases implemented during the second quarter of the prior year.

The rate of compensation paid to Company drivers per mile and to other employees has increased in recent periods and is expected to further increase in future periods due to expected driver pay increases, especially if the economy strengthens and other employment alternatives become more available. Furthermore, management believes that the market for drivers continues to tighten; therefore, it expects hiring expenses, including recruiting and advertising, to increase in order to attract sufficient numbers of qualified drivers to operate the Company’s fleet. Overall increases or decreases will also be affected by the percentage of Trucking miles operated by owner-operators instead of Company employed drivers.

Fuel and fuel taxes

For the first quarter of 2016, lower pricing and efficiency yielded savings of approximately $4.1 million, while decreased volumes resulted in savings of approximately $3.7 million.

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The Company expects to continue managing its idle time and truck speeds, investing in more fuel-efficient tractors to improve its fuel miles per gallon, locking in fuel hedges when deemed appropriate and partnering with customers to adjust fuel surcharge programs to recover a fair portion of rising fuel costs. Going forward, the Company’s net fuel expense is expected to fluctuate as a percentage of revenue based on factors such as diesel fuel prices, percentage recovered from fuel surcharge programs, percentage of uncompensated miles, the percentage of revenue generated from independent contractors and the success of fuel efficiency initiatives.

Equipment rents and depreciation and amortization

The decreases primarily reflected a 20.2% reduction in the Company tractor fleet resulting from the 2015 fleet downsizing and the Company's continued focus on increasing its independent contractor fleet. Within these expense items, depreciation decreased and rents increased as the Company entered into operating leases during 2015 due to favorable terms.

The Company expects the acquisition cost of new revenue equipment to increase, largely due to the continued implementation of emissions requirements. Additionally, the Company has invested in tractors with improved safety features during 2016 and this has increased the purchase price of its tractors approximately 11% this year. The Company believes the return on investment will be in fewer incidents of claims. As a result, management expects to see an increase in depreciation and amortization expense going forward, absent an offsetting revenue increase. Additionally, trailer purchases, to reduce the average age of the fleet, may result in an increase in depreciation and amortization expense.

Insurance and claims

The decrease in insurance and claims expense during the first quarter of 2016 was the result of lower frequency of collisions resulting in a $1.1 million favorable collision expense variance. The majority of the Company’s insurance and claim expense results from its claims expense from its self-insurance program; the remainder results from insurance premiums for claims in excess of the Company’s self-insured limits. The Company expects insurance and claims expense to improve over the long-term.

Operations and maintenance

Operations and maintenance was approximately the same as a percentage of base revenue in each period. The decrease in actual expense related to a decrease in the size of the Company tractor fleet and the addition of newer tractors that require less maintenance. During the last three quarters of 2015 and the first quarter of 2016, the company closed four maintenance facilities as we continue to migrate to a more variable cost strategy in maintenance. The Company is continuing to focus on lowering the age of its revenue equipment, and increasing its routine maintenance strategy. Operations and maintenance will fluctuate over time as the implementation of these strategies progresses.

Purchased transportation

The Company experienced a 14.7% increase in the size of the Company’s independent contractor fleet, offset by a 5.9% decrease in Logistics operating revenue. The Company is continuing to pursue its objective of growing its independent contractor fleet as a percentage of its total fleet, which could further increase purchased transportation expense. Increasing independent contractor capacity has shifted (and assuming all other factors remain equal, is expected to continue to shift) expenses to the purchased transportation line item with offsetting reductions in employee driver wages and related expenses, net fuel expense (as independent contractors generate fuel surcharge revenue, while the related cost of their fuel is included with their compensation in purchased transportation), maintenance, and capital costs.

Gain on disposal of assets, net

The Company expects gains on sale of revenue equipment to be approximately $1.0 million to $1.5 million for the full year of 2016.

Restructuring, impairment and other costs

See Note 13 to the Company’s condensed consolidated financial statements included in Part I, Item 1, in this Form 10-Q for further discussion of the restructuring expenses incurred during the quarter ended March 31, 2016.

Other expenses

This quarter’s decrease primarily reflects a decrease in the Company’s professional and consulting fees, offset by higher bad debt and licensing fees related to technology upgrades.

Interest expense

Interest expense was approximately the same in each period. During the trailing twelve months ended March 31, 2016, the Company reduced its debt outstanding by $0.9 million.

Income tax expense

The effective tax rate was 42.3% and 44.5% for the three months ended March 31, 2016 and 2015, respectively. The Company’s effective tax rate, when compared to the federal statutory rate of 35%, is primarily affected by state income taxes, net of federal income tax effect, and permanent differences, the most significant of which is the effect of the partially non-deductible per diem pay structure for Company drivers. The recurring impact of this permanent non-deductible difference causes the Company’s tax rate to increase as its pre-tax earnings or loss approaches zero. Generally, as pre-tax income increases, the impact of the driver per diem program on 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.

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Liquidity and Capital Resources

The Company’s business has required, and will continue to require, significant investments. In the Company’s Trucking business, where investments are substantial, the primary investments are in new tractors and trailers and to a lesser extent, in technology, service centers, and working capital. In the Company’s Logistics business, where the required level of capital investment is modest in relation to that which is required in the Company’s trucking segment, the primary investments are in technology and working capital. The Company’s primary sources of liquidity have been funds provided by operations, borrowings under the Company’s line of credit, sales of used revenue equipment and, to a lesser extent, capital and operating leases. Based on expected financial conditions, net capital expenditures, results of operations and related net cash flows and other sources of financing, management believes the Company’s sources of liquidity to be adequate to meet current and projected needs.

Debt and capital leases increased during the first quarter by $3.8 million, sequentially to $105.3 million. Net of cash, debt represented 54.8% of total capitalization. The Company had approximately $82.1 million available under the Credit Facility as of March 31, 2016. Fluctuations in the outstanding balance and related availability under the Credit Facility are driven primarily by cash flows from operations and the timing and nature of property and equipment additions that are not funded through other sources of financing, as well as the nature and timing of receipt of proceeds from disposals of property and equipment.

The Company may change the amount of the capital expenditures based on operating performance. Should capital expenditures be decreased for tractors and trailers, the Company would expect the average age of the equipment in the fleet to increase.

Cash Flows

	Three Months Ended March 31,
(in thousands)	2016			2015
Net cash provided by operating activities	$	6,430		$	20,344
Net cash provided by (used in) investing activities		693			(5,482	)
Net cash used in financing activities		(5,807	)		(13,478	)

Operating Activities – Cash generated from operations decreased $13.9 million in the first three months of 2016, compared to the same period in 2015. This decrease was primarily due to the Company’s increase in days sales outstanding resulting from a change in terms for a large customer during the quarter.

Investing Activities – For the three months ended March 31, 2016, net cash provided by investing activities was $0.7 million, compared to $5.5 million of cash used in investing activities during the same period in 2015. The $6.2 million increase in cash provided by investing activities reflects primarily a $10.7 million decrease in capital expenditures, offset by a decrease of $3.3 million in proceeds from the sale of equipment as the Company did not add as many tractors or trailers during the first quarter of 2016.

Financing Activities – Cash used in financing activities was $5.8 million for the first three months of 2016, compared to $13.5 million during the same period in 2015. During the three months ended March 31, 2016, the Company had net borrowings of long-term debt, financing notes and capital leases of $3.8 million, as well as continued its capital allocation methodology and repurchased approximately 445 thousand shares during the quarter.

Debt and Capitalized Lease Obligations

See notes 7 and 8 of the footnotes to the Company’s condensed consolidated financial statements included in Part I, Item 1, in this Form 10-Q for further discussion of the revolving Credit Facility and capital lease obligations.

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Off-Balance Sheet Arrangements

Operating leases have been an important source of financing for equipment used by operations, office equipment and certain facilities. As of March 31, 2016, the Company leased certain revenue equipment and information technology software under operating leases. Assets held under operating leases are not carried on the condensed consolidated balance sheets, and lease payments with regard to such assets are reflected in the condensed consolidated statements of operations and comprehensive income (loss) in the “Equipment rents” expense line item. Equipment rents related to the Company’s revenue equipment operating leases was $1.9 million and $0.8 million for the quarter ended March 31, 2016 and 2015, respectively. Rent expense related to the other equipment and facilities leases was $0.6 million and $0.5 million for the quarter ended March 31, 2016, and 2015, respectively. Other than such operating leases, the Company has no other off-balance sheet arrangements that have or are reasonably likely to have a material effect on the condensed consolidated financial statements.

The following table represents outstanding contractual obligations for rental expense under operating leases as of March 31, 2016 (in thousands):

	Payments Due By Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Facilities	$	1,543	$	472	$	566	$	254	$	251
Computer hardware rented		529		235		294		—		—
Revenue equipment		27,659		7,443		14,154		6,062		—
Total rental obligations	$	29,731	$	8,150	$	15,014	$	6,316	$	251

Seasonality

In the trucking industry, revenue typically follows a seasonal pattern for various commodities and customer businesses. Peak freight demand has historically occurred in the months of September, October and November. After the December holiday season and during the remaining winter months, freight volumes are typically lower as many customers reduce shipment levels. Operating expenses have historically been higher in the winter months due primarily to decreased fuel efficiency, increased cold weather-related maintenance costs of revenue equipment and increased insurance and claims costs attributed to adverse winter weather conditions. The Company attempts to minimize the impact of seasonality through its diverse customer solutions offerings by seeking additional freight from certain customers during traditionally slower shipping periods and focusing on transporting consumer nondurable products. Revenue can also be impacted by weather, holidays and the number of business days that occur during a given period, as revenue is directly related to the available working days of shippers.

Inflation

Most of the Company’s operating expenses are inflation sensitive, and as such, are not always able to be offset through increases in revenue per mile and cost control efforts. The effect of inflation-driven cost increases on overall operating costs is not expected to be greater for the Company than for its competitors.

Fuel Availability and Cost

The trucking industry is dependent upon the availability of fuel. In the past, fuel shortages or increases in fuel taxes or fuel costs have adversely affected profitability and may continue to do so. The Company has not experienced difficulty in maintaining necessary fuel supplies, and in the past has generally been able to partially offset increases in fuel costs and fuel taxes through increased freight rates and through a fuel surcharge that increases incrementally as the price of fuel increases above an agreed upon baseline price per gallon. Typically, the Company is not able to fully recover increases in fuel prices through rate increases and fuel surcharges, primarily because those items cannot be recovered with respect to empty and out-of-route miles, for which the Company generally does not receive compensation from customers. Additionally, most fuel surcharges are based on the average fuel price as published by the DOE for the week prior to the shipment, meaning the Company typically bills customers in the current week based on the previous week’s applicable index. Accordingly, in times of increasing fuel prices, the Company does not recover as much as it is currently paying for fuel. In periods of declining prices, the inverse is true. Overall, the market fuel prices per gallon were approximately 28.8% lower during first quarter of 2016 than they were in the same period in 2015, as reported by the DOE.

As of March 31, 2016, the Company did not have any long-term fuel purchase contracts, and has not entered into any hedging arrangements.

Equity

As of March 31, 2016, the Company had stockholders’ equity of $84.6 million and total debt including current maturities of $105.3 million, resulting in a total debt, less cash, to total capitalization ratio of 54.8% compared to 51.9% as of December 31, 2015.

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Purchases and Commitments

The Company routinely monitors equipment acquisition needs and adjusts purchase schedules from time to time based on analysis of factors such as new equipment prices, the condition of the used equipment market, demand for freight services, prevailing interest rates, technological improvements, fuel efficiency, equipment durability, equipment specifications, operating performance and the availability of qualified drivers.

As of March 31, 2016, the Company had no commitments for the acquisition of non-revenue equipment and approximately $50.0 million of commitments outstanding for the acquisition of revenue equipment. It is anticipated that the Company will be taking delivery of these acquisitions throughout the remainder of 2016.

During the three months ended March 31, 2016, the Company received proceeds from the sale of property and equipment of approximately $2.9 million and purchased approximately $2.2 million of property and equipment.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. USA Truck bases its assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time its consolidated financial statements are prepared. Actual results could differ from those estimates, and such differences could be material. During the three months ended March 31, 2016, there were no material changes to the Company’s critical accounting policies, compared to those disclosed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company experiences various market risks, including changes in interest rates and commodity prices. The Company does not enter into derivatives or other financial instruments for hedging or speculative purposes. Because the Company’s operations are largely confined to the U.S., the Company is not subject to a material amount of foreign currency risk.

Interest Rate Risk. The Company is exposed to interest rate risk primarily from its Credit Facility. The Company’s Credit Facility bears variable interest based on the type of borrowing and on the Agent’s prime rate or the London Interbank Offered Rate (“LIBOR”) plus a certain percentage determined based on the Company’s attainment of certain financial ratios. As of March 31, 2016, the Company had $75.9 million outstanding pursuant to its Credit Facility, excluding letters of credit of $4.3 million. Assuming the outstanding balance as of March 31, 2016 remained constant, a hypothetical one-percentage point increase in interest rates applicable to its Credit Facility would increase the Company’s interest expense over a one-year period by approximately $0.8 million.

Commodity Price Risk. The Company is subject to commodity price risk with respect to purchases of fuel. In recent years, fuel prices have fluctuated greatly and have generally increased, although recently the Company has seen a significant decrease. In some periods, the Company’s operating performance was adversely affected because it was not able to fully offset the impact of higher diesel fuel prices through increased freight rates and fuel surcharge revenue recoveries. Management cannot predict how fuel price levels will continue to fluctuate in the future or the extent to which fuel surcharge revenue recoveries could be collected to offset any increases. As of March 31, 2016, USA Truck did not have any derivative financial instruments to reduce its exposure to fuel price fluctuations, but may use such instruments in the future. Accordingly, volatile fuel prices may continue to impact the Company significantly. A significant increase in fuel costs, or a shortage of diesel fuel, could materially and adversely affect the Company’s results of operations. Further, these costs could also exacerbate the driver shortages experienced by the trucking industry by forcing independent contractors to cease operations. Based on the Company’s expected fuel consumption for the remainder of 2016, a 10% increase in the average price per gallon would result in a $3.1 million increase in fuel expense.

ITEM 4. CONTROLS AND PROCEDURES

The Company has established controls and procedures to ensure that relevant material information, including information pertaining to any consolidated subsidiaries, is made known to the officers who certify the financial reports and to other members of senior management and the Board of Directors. Management, with the participation of the Principal Executive Officer (the “PEO”) and Principal Financial Officer (the “PFO”), conducted an evaluation of the effectiveness of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, as of March 31, 2016, the PEO and PFO have concluded that the Company’s disclosure controls and procedures are effective at a reasonable assurance level to ensure that the information required to be disclosed is in the reports filed or submitted by the Company under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) accumulated and communicated to management, including the PEO and PFO, as appropriate to allow timely decisions regarding required disclosure.

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There has been no change in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2016, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management has confidence in the Company’s internal controls and procedures. Nevertheless, management, including the PEO and PFO, does not expect that the disclosure procedures and controls or the internal controls will prevent all errors or intentional fraud. An internal controls system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of such internal controls are met. Further, the design of an internal controls system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all internal controls systems, no evaluation of controls can provide absolute assurance that all controls issues and instances of fraud, if any, have been detected.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company 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 management believes these claims to be 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 financial position or results of operations in any given reporting period.

ITEM 1A. RISK FACTORS

While we attempt to identify, manage and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. Our Form 10-K for the year ended December 31, 2015 in the section entitled Item 1A. Risk Factors, describes some of the risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results and future prospects.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The table below sets forth the information with respect to purchases of the Company’s common stock made by or on behalf of USA Truck during the quarter ended March 31, 2016:

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 (1)		(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1	-	31, 2016		46,262	$	17.69		46,262		2,000,000
February 1	-	29, 2016		167,155		16.18		167,155		1,832,845
March 1	-	31, 2016		232,015		17.12		232,015		1,600,830
Total				445,432	$	16.82		445,432		1,600,830

(1)

Share repurchase programs authorized by the Company’s Board of Directors during August 2015 and January 2016. See Note 4 to the Company’s condensed consolidated financial statements included in Part I, Item I, in this Form 10-Q for further discussion of the share repurchase programs.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

ITEM 5.07 SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 3, 2016, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). The following are the proposals that were voted upon at the Annual Meeting and the final results on the votes of such proposals. The proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 6, 2016.

Proposal 1. Election of Class III Directors

The Board of Directors nominated three nominees to stand for election at the 2016 Annual Meeting and each of the nominees was elected to serve a term expiring at the 2019 Annual Meeting.

Nominee	Votes For	Withheld	Broker Non-votes
Robert A. Peiser	7,120,430	635,692	—
Robert E. Creager	7,190,587	565,535	—
Alexander D. Greene	7,104,230	651,892	—

Proposal 2. Advisory approval of the Company’s executive compensation

At the Annual Meeting, the Company’s stockholders voted on an advisory, non-binding basis with respect to the compensation of its Named Executive Officers.

Votes For		Votes Against		Abstentions		Broker Non-votes
7,144,198		603,478		8,446		—

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(a)

Exhibits

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).
10.1	*#	Employment Letter between the Company and John R. Rogers.
10.2	*#	Executive Severance and Change of Control Agreement between the Company and John R. Rogers.
10.3	*#	Employment Letter between the Company and James Craig.
10.4	*#	Executive Severance and Change of Control Agreement between the Company and James Craig.
10.5	*#	Separation Agreement between the Company and Michael Weindel, Jr.
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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			USA Truck, Inc.
			(Registrant)


Date:	May 5, 2016	By:	/s/ Michael K. Borrows
			(Signature) Michael K. Borrows
			Executive Vice President and Chief Financial Officer
			Principal Financial Officer

Date:	May 5, 2016	By:	/s/ Joseph M. Kaiser
			(Signature) Joseph M. Kaiser
			Principal Accounting Officer

Exhibit 10.1

January 5, 2016

John R. Rogers

3601 Head of Pond Rd.

New Albany, OH 43054

Dear Randy,

We are pleased to have you serve in the position of President and Chief Executive Officer of USA Truck, Inc. (the "Company"). The following outlines the terms of employment, but does not constitute a contract of employment or a guarantee of employment. This offer is subject to final approval by the Company's Board of Directors.

Compensation

•

Your current annual base salary will be $425,000, which will be paid in monthly installments on the last business day of each month in the amount of $35,416.67.

•

You will participate in the established Company Management Bonus Plan. For 2016, you will be entitled to:

•

a cash bonus of up to 150% of your pro-rated base salary for 2016 with a target of 80% thereof, depending upon performance relative to goals predetermined by the Executive Compensation Committee of the Company’s Board of Directors (the “Committee”);

•

an equity grant of restricted shares of the Company’s common stock equal to 40% of your annualized base salary for 2016; provided, that if the date upon which your employment with the Company commences is on or after February 1, 2016, this equity grant shall be based on (a) your annualized base salary for 2016, times (b) the number of days employed by the Company in 2016, divided by (c) 334. The number of restricted shares awarded will be based upon your annualized base salary or prorated base salary over such 334 days, as the case may be, and the closing price of the Company’s common stock on the day before your employment with the Company begins. Vesting of this award depends upon performance relative to goals predetermined by the Committee, and is subject to additional time vesting. The Committee will determine whether such performance goals have been achieved in early 2017, following receipt of the Company’s 2016 full-year results, at which time some or all of the restricted shares may be forfeited if the performance goals are partially achieved or are not achieved. The remaining restricted shares will then vest ratably over a period of 4 years following such determination. For example, if the Committee determines on January 31, 2017, that the performance goals have been achieved at the 50% level, half of the restricted shares will be forfeited, and the remaining restricted shares will vest in 4 equal installments beginning on January 31, 2018;

•

an equity grant of restricted shares of the Company’s common stock equal to 150% of your annualized base salary for 2016; provided, that if the date upon which your employment with the Company commences is on or after February 1, 2016, this equity grant shall be based on (a) your annualized base salary for 2016, times (b) the number of days employed by the Company in 2016, divided by (c) 334. The number of restricted shares awarded will be based upon your annualized base salary or prorated base salary over such 334 days, as the case may be, and the closing price of the Company’s common stock on the day before your employment with the Company begins. Vesting of this award depends upon attainment of the return on invested capital goals for the period 2016-2018 as described on Exhibit A. The Committee will determine whether and to what extent such performance goals have been achieved in early 2019, following receipt of the Company’s 2018 full-year results, and this equity grant, if earned, will vest on the date of such determination; and,

•

in the event of a Change in Control as defined in Exhibit B hereto, any unvested time vested shares would become fully vested and any unvested performance vested shares would vest in an amount equal to the number of restricted shares that would vest based upon achievement of the target level of any related performance criteria over the applicable performance period, as more fully described in, and subject to, the award agreement relating to such shares.

•

You will be paid a cash signing bonus of $150,000 on the date the Company pays its 2015 cash bonuses to its senior executives, but in no event later than March 31, 2016, subject to your being employed by the Company on that date.

•

You will receive an initial equity grant equal to $300,000, based on the closing price of the Company’s common stock on the date your employment with the Company begins, of which $75,000 will vest on June 30, 2016 and $225,000 will vest in three equal annual installments, beginning on the first anniversary of the grant date.

•

You will receive an initial equity grant of $250,000 based on the closing price of the Company’s common stock on the date your employment with the Company begins, which will vest in its entirety if the closing price of the Company’s common stock is $50.00 per share or higher on five of the twenty trading days immediately preceding the third anniversary of the grant date. If the closing price of the common stock is greater than $45.00 per share and less than $50.00 per share on five of the twenty trading days in such period, the number of shares vested shall be prorated from 50% to 100% based upon the average volume weighted closing price of the common stock during such twenty day period between $45.00 per share and $50.00 per share.

•

You will be appointed to serve as a Class II non-independent director on the Company’s Board of Directors, with a term expiring in 2018, subject to reelection at the end of the appointed term. You will receive no additional compensation for serving on the Company's Board of Directors.

•

You may be required to serve as an officer and/or director of one or more subsidiaries of the Company, for which you will receive no additional compensation.

•

Your position with the Company requires that you establish temporary housing in the Ft. Smith/Van Buren, Arkansas area within your first 14 days of employment and full-time residence in the Ft. Smith/Van Buren, Arkansas area for you and your family not later than June 30, 2016. To assist with your interim residency and timely relocation, you will receive an allowance of up to $60,000 for out-of-pocket relocation expenses incurred in moving to the Ft. Smith/Van Buren, Arkansas area.

•

You will be provided a laptop and smart phone at the Company's expense.

•

All payments provided for hereunder will be subject to required withholding of federal, state and local income, excise, and employment-related taxes.

Benefits

•

You will receive four weeks paid vacation per year.

•

You are eligible for, and may participate in, the Company's 401(k) Plan subject to Company policies and the terms of that plan as in effect from time to time.

•

You are eligible for, and may participate in, the Company's Employee Stock Purchase Plan subject to Company policies and the terms of that plan as in effect from time to time.

•

The Company is currently a sponsor of the Arkansas Best Federal Credit Union and you may be eligible to participate in programs made available to the Company's employees.

•

You are eligible for, and may participate in, the Company's Medical, Dental and Vision and Prescription Drug plans subject to Company policies and the terms of those plans as in effect from time to time. The Company will reimburse you for any COBRA premium payments for you and your eligible dependents under your former employer's health insurance plan until you are eligible to participate in the Company's Medical, Dental and Vision and Prescription Drug plans.

•

You will receive $1,000 per year to be applied towards premium payments on a supplemental term life insurance or you may choose to receive it as wages in your monthly payroll check (at the rate of $83.33 per month).

Confidential Information or Trade Secrets

•

You will observe all rules, regulations, and security requirements of the Company concerning the safety of persons and property. You agree that you will comply with the Company's employee handbook, Code of Business Conduct and Ethics Policy, the Open Door Policy, the Whistleblower Policy, and any other policies of the Company as they relate to employees or directors of the Company.

Severance and Change in Control Agreement

•

You and the Company will enter into an agreement providing severance and change in control benefits on the date hereof in the form of Exhibit B attached hereto and incorporated by reference herein.

This letter does not create an express or implied contract of employment or any other contractual commitment. This letter contains the complete, final, and exclusive embodiment of the understanding between you and the Company regarding the terms of your employment and supersedes in all respects any prior or other agreement or understanding, written or oral, between you and the Company with respect to the subject matter of this letter. Your employment relationship with the Company is on an at-will basis, which means that either you or the Company may terminate the employment relationship at any time for any or no reason, consistent with applicable law. Notwithstanding the terms of this letter, the Company shall have the right change its compensation, welfare, benefit, incentive, and employment plans, policies, and terms from time to time.

You represent and warrant that your signing of this letter and the performance of your obligations under it (including, without limitation, your employment with the Company and your performance of services for the Company) will not breach or be in conflict with the covenant not to compete (a copy of which has been provided to the company) and similar obligations by which you are bound. The Company acknowledges that you are required to provide your current employer sixty (60) days’ notice of termination of your employment (the “Notice Requirement”), which could delay commencement of your employment with the Company. You agree that you will endeavor to secure a full or partial waiver of the Notice Requirement from your current employer. You agree that you will not disclose to or use on behalf of the Company any proprietary information of another person or entity without that person's or entity's consent.

We ask that you acknowledge your acceptance of the terms of this letter by signing below and faxing or emailing the signed letter to my attention.

Sincerely,

Robert A. Peiser

Chairman of the Board

	Agreed and Accepted


	/s/ John R. Rogers
	John R. Rogers

Exhibit A

Restricted shares will vest in an amount equal to the product of (i) the number of shares granted and (ii) the percentage between 50% and 150% corresponding linearly to the level achievement of the ROIC between 8% and 12%, as set forth in the table below (with fractional shares rounded to the nearest whole share).

Performance Period: January 1, 2016 – December 31, 2018

Vesting Level	ROIC⁽¹⁾ Performance Goal	Performance-Vested Shares Issued
-	Less than 8%	0
Minimum (50% of performance- vested shares vest)	At least 8%	50% of performance-vested shares
Target (100% of performance- vested shares vest)	Greater than or equal to 10%	↕ (linear) 100% of performance-vested shares
Maximum (150% of performance- vested shares vest)	Greater than or equal to 12%	↕ (linear) 150% of performance-vested shares

(1)	Returned on Invested Capital ("ROIC") is calculated as follows, based upon consolidated financial results for the Company:

ROIC =	(tax-affected operating income)
	(total assets) — (cash on hand)

Adjustment by the Committee. The Committee retains the sole and absolute discretion to make any adjustment to the Performance Goal it deems necessary for any unusual, extraordinary, non-recurring, or similar events occurring during the Performance Period.

Exhibit B

[Severance and Change In Control Agreement Attached]

Exhibit 10.2

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT

This Executive Severance and Change in Control Agreement (this “Agreement”), dated as of January [__], 2016, is made by and between USA Truck, Inc., a Delaware corporation (as hereinafter defined, the “Company”), and John R. Rogers, President and Chief Executive Officer of the Company (as hereinafter defined, the “Executive”).

WHEREAS, the Company and the Executive have entered into that Employment Letter Agreement by and between the Company and the Executive dated January [__], 2016 (the "Employment Letter Agreement");

WHEREAS, in recognition that the services of the Executive are integral to the success of the operations of the Company, the Executive should remain focused on execution of his responsibilities without fear of unwarranted termination of his employment or the possibility of a Change in Control (as hereinafter defined) of the Company, and that either of such circumstances, and the uncertainty it may cause, may result in the departure or distraction of key management employees of the Company to the detriment of the Company and its stockholders;

WHEREAS, the Executive is a key management employee of the Company, and the Board of Directors of the Company (the “Board”) through its Executive Compensation Committee (the “Committee”) has determined that the Company should encourage the continued employment of the Executive by the Company and the continued dedication of the Executive to his assigned duties without distraction as a result of the circumstances set forth above; and

WHEREAS, the Company and the Executive desire to set forth the circumstances under which the Executive may receive payments under this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1.	Defined Terms.

For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A) “Board” shall mean the Board of Directors of the Company, as constituted from time to time.

(B) “Cause” for termination by the Company of the Executive’s employment shall mean (i) the willful violation of Company policy or willful failure by the Executive to substantially perform the Executive’s duties with the Company, other than any failure resulting from the Executive’s incapacity due to physical or mental illness, that continues for at least 30 days after the Board delivers to the Executive a written demand for performance that identifies in reasonable detail the manner in which the Board believes that the Executive willfully has failed substantially to perform the Executive’s duties; or (ii) the willful violation of any law, rule or regulation applicable to the Company’s business operations; (iii) the willful engaging by the Executive in misconduct that is demonstrably and materially injurious to the Company, from a monetary or reputational standpoint; (iv) a material violation by the Executive of the corporate governance guidelines, code of ethics, insider trading policy, or other governance policy of the Company; (v) a material violation by the Executive of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule, or regulation; (vi) a material breach by the Executive of any of the covenants contained in Sections 14, 15, and 16 of this Agreement; or (vii) the repeated use of alcohol by the Executive that materially interferes with the Executive's duties, the use of illegal drugs by the Executive, or a violation by the Executive of the drug and/or alcohol policies of the Company. For purposes of this definition following a Change in Control, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company.

(i) Any “Person” as defined in Section 3(a)(9) of the Exchange Act, and as used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act (but excluding the Company and any employee benefit plan sponsored or maintained by the Company (including any trustee of such plan acting as trustee)), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities (other than indirectly as a result of the Company’s redemption of its own securities); or

(ii) The consummation of any merger or other business combination of the Company, a sale of more than 50% of the Company’s assets, the liquidation or dissolution of the Company or any combination of one or more of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which either (x) the stockholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own more than 50% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser of or successor to the Company’s assets; (C) both the surviving corporation and the purchaser in the event of any combination of Transactions; or (D) the parent company owning 100% of such surviving corporation, purchaser or both the surviving corporation and the purchaser, as the case may be ((A), (B), (C) or (D), as applicable, the “Surviving Entity”) or (y) the Incumbent Directors, as defined below, shall continue to serve as a majority of the board of directors of the Surviving Entity without an agreement or understanding that such Incumbent Directors will later surrender such majority; or

(iii) Within any twenty-four (24)-month period, the individuals who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, including any Surviving Entity. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of, or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a Person who commenced or threatened to commence an election contest or proxy solicitation by or on behalf of a Person (other than the Board) or who has entered into an agreement to effect a Change in Control or expressed an intention to cause such a Change in Control).

(D) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(E) “Company” shall mean USA Truck, Inc. and any successor to its business or assets, by operation of law or otherwise.

(F) “Constructive Termination” shall mean the occurrence of any of the following, without the Executive’s express written consent, at any time within twelve (12) months following a Change in Control:

(i) material diminution in the overall scope of the Executive’s duties, authorities and responsibilities from those held by the Executive immediately prior to the time of a Change in Control;

(ii) geographic relocation of the Executive’s assigned principal business location to a location greater than forty (40) miles from the place of the Executive’s principal business location immediately prior to the time of a Change in Control; or

(iii) diminution by ten percent (10%) or more of the Executive’s base salary or target bonus in effect immediately prior to the time of a Change in Control;

(G) “Date of Termination” shall have the meaning stated in Paragraph (B) of Section 5 hereof.

(H) “Disability” shall mean a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment.

(I) “Executive” shall mean the individual named in the first paragraph of this Agreement.

(J) “Incumbent Directors” shall mean directors who were directors of the Company as of the date hereof or who are appointed, elected or nominated to the Board in accordance with the following sentence. It is understood that any individual becoming a member of the Board subsequent to the date hereof whose appointment was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of appointment or whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of election or nomination shall be considered, for purposes of this Agreement, as though such individual were a Continuing Director on the date hereof.

(K) “Notice of Termination” shall have the meaning stated in Paragraph (A) of Section 5 hereof.

(L) “Payment Trigger” shall mean any of the following that occurs during the term of this Agreement:

(i) termination of the Executive’s employment by the Company without Cause, at any time other than within twelve (12) months following a Change in Control, and other than as a result of the Executive’s Disability; or

(ii) Constructive Termination of the Executive while the Executive remains employed by the Company or its successor, or termination of the Executive’s employment by the Company without Cause within twelve (12) months following a Change in Control occurring during the term of this Agreement.

For the avoidance of doubt, a termination of the Executive by the Company for Disability shall not be deemed a termination of the Executive without Cause.

(M) “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time, as modified and used in Sections 13(d) and 14(d) thereof; except that, a Person shall not include (i) the Company, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (iii) an underwriter temporarily holding securities pursuant to an offering of such securities.

2.	Term of Agreement.

This Agreement shall be effective as of the date set forth in the first paragraph of this Agreement and shall continue in effect until the earliest of (i) a Date of Termination in accordance with Section 5 or the death of the Executive, or (ii) if a Payment Trigger occurs during the term of this Agreement under subparagraphs (i) or (ii) of Paragraph (L) of Section 1, the performance by the Company of all its obligations and the satisfaction by the Company of all its liabilities under this Agreement.

3.	General Provisions.

(A) The Company hereby represents and warrants to the Executive that the execution and delivery of this Agreement and the performance by the Company of the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement is a legal, valid and legally binding obligation of the Company enforceable in accordance with its terms.

(B) No amount or benefit shall be payable under this Agreement unless there shall have occurred a Payment Trigger during the term of this Agreement.

(C) This Agreement and the Employment Letter Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company. Notwithstanding the immediately preceding sentence or any other provision of this Agreement, any purported termination of the Executive’s employment that is not effected in accordance with a Notice of Termination satisfying Paragraph (A) of Section 5 shall not be effective for purposes of this Agreement. The Executive’s continued employment for any period of time after a Payment Trigger, up to the maximum time specified in Paragraph (B) of Section 5, shall not constitute a waiver of the Executive’s rights with respect to any payment obligations of the Company under this Agreement. The waiver by the Executive of any particular event meeting the definition of or constituting a Constructive Termination shall not operate as a waiver by the Executive of any benefits or rights under this Agreement should any subsequent event or circumstance occur that constitutes a Constructive Termination under this Agreement.

4.	Payments Due Upon a Payment Trigger.

(A) The Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement.

(B) (i) Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1:

(a) the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger, on or as near as practicable to the same date in each month as monthly installments (each of which shall be considered a separate "payment" for purposes of Code Section 409A, as defined in Section 23) of the annual base salary were made to the Executive prior to the occurrence of the Payment Trigger, for a period of twelve (12) months following the occurrence of the Payment Trigger;

(b) the Company shall pay to the Executive a lump sum amount, in cash, equal to the target amount of any short term cash incentive compensation that would have been awarded to and earned by the Executive under any incentive compensation plan for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; and

(c) the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due the Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(ii) Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1:

(a) the Company shall pay the Executive a lump sum payment, in cash, equal to the sum of one hundred fifty percent (150%) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger provided that if the Change in Control does not constitute a change in control event as defined in Code Section 409A then the portion of the lump sum payment, if any, that is considered deferred compensation subject to Code Section 409A shall be paid in installments as described in Section 4(B)(i)(a),

(b) the Company shall pay the Executive the amount, if any, set forth on the signature page of this Agreement and identified as relocation services benefit, to defray the Executive’s costs of relocation services;

(c) the Company shall pay to the Executive a lump sum amount, in cash, equal to one hundred fifty percent (150%) of the target amount of any short term incentive cash compensation that would have been paid to the Executive for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year;

(d) the Company shall reimburse, on an after-tax basis, any premiums paid by the Executive pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), during a period of eighteen (18) months following the Date of Termination; and

(e) the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due the Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(C) Notwithstanding any provision of any incentive compensation plan, and in addition to any payments under Paragraph (B) hereof, the Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been awarded to and earned by the Executive under any incentive compensation plan for a completed fiscal year preceding the occurrence of a Payment Trigger but that has not yet been paid to the Executive.

(D) The payments provided for in subparagraph (ii)(a) of Paragraph (B) and, if applicable, Paragraph (C) of this Section 4 shall be made within two (2) business days following the Date of Termination, or such later required date as may be prescribed, allowing for applicable waiting periods, under the terms of the General Release (hereafter defined), unless the amounts of such payments cannot be finally determined on or before that date, in which case, the Company shall pay to the Executive on that date an estimate, as reasonably determined in good faith by the Company, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments within five (5) business days following the final determination of such amounts due to the Executive under this Agreement.

(E) As a condition to the receipt of the severance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws. The General Release must be signed, and the period provided therein for revocation must have expired, not later than sixty days from the Date of Termination. No severance benefits shall be paid until the General Release is signed and the revocation period has expired, and any amounts that would otherwise have been paid prior to such date shall be paid as soon as practicable after such date, without interest. Notwithstanding the foregoing, if the sixty day period after the Date of Termination ends in the calendar year following the year that includes the Date of Termination, no such amount that is subject to Code Section 409A shall be paid sooner than the first day of the year following the year that includes the Date of Termination, regardless of when the General Release is signed.

5.	Termination Procedures.

(A) During the term of this Agreement, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 11 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that indicates the specific termination provision in this Agreement relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Further, a Notice of Termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board that was called and held for the purpose of considering the termination finding that, in the informed, reasonable, good faith judgment of the Board, the Executive was guilty of conduct set forth in the definition of Cause in Paragraph (B) of Section 1, and specifying the particulars thereof in reasonable detail. A Notice of Termination by the Employee in the case of a Constructive Termination shall specify in reasonable detail the event or circumstance constituting the Constructive Termination under Paragraph (F) of Section 1 of this Agreement. Such notice of Constructive Termination must be provided by the Executive to the Company within sixty (60) days of the initial existence of the condition giving rise to the Constructive Termination.

(B) “Date of Termination” with respect to any purported termination of the Executive’s employment during the term of this Agreement (other than by reason of death) shall mean:

(i) if the Executive’s employment is terminated by the Company for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during that thirty (30) day period);

(ii) if the Executive’s employment is terminated by the Company for any other reason except in the case of a termination for Cause, up to thirty (30) days, at the Company's discretion, after Notice of Termination is given;

(iii) if the Executive’s employment is terminated by the Company for Cause, the date specified in the Notice of Termination; and

(iv) in the case of termination by the Executive (including a Constructive Termination following a Change in Control), thirty (30) days after the date such Notice of Termination is given; provided, in the case of a Constructive Termination, the Notice of Termination contemplated by Paragraph (A) of this Section 5 shall be deemed cancelled, void and of no further force and effect, and no payment obligation of the Company shall arise therefrom, if the Company rescinds or otherwise eliminates or reverses the action or event that would otherwise constitute grounds for Constructive Termination, and so notifies the Executive in writing within thirty (30) days of its receipt of the notice of Constructive Termination. The rescission, elimination or reversal of any such action or event constituting a Constructive Termination shall not operate to release or discharge the Company from any other liability or obligation under this Agreement, including any liability or obligation arising from any subsequent action or event that constitutes a Constructive Termination.

6.	No Mitigation; No Setoff.

The Executive shall not be required to mitigate the amount of any benefits the Company becomes obligated to provide to the Executive in connection with this Agreement by seeking other employment or otherwise. The benefits to be provided to the Executive in connection with this Agreement may not be reduced, setoff or subject to recovery by the Company by any benefits the Executive may receive from other employment, from retirement benefits or otherwise. Further, the amount of any payment or benefit provided for in this Agreement shall not be setoff against any amount claimed to be owed by the Executive to the Company, or otherwise, except for a violation of Section 14, 15, or 16.

7.	Disputes.

(A) If a dispute or controversy arises out of or in connection with this Agreement, the parties shall first attempt in good faith to settle the dispute or controversy by mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to arbitration or litigation. Thereafter, any remaining unresolved dispute or controversy arising out of or in connection with this Agreement may be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in a city located within Crawford or Sebastian County, Arkansas. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Executive shall, however, be entitled to seek specific performance of the Company’s obligations hereunder during the pendency of any dispute or controversy arising under or in connection with this Agreement.

(B) Any legal action concerning this Agreement, other than a mediation or an arbitration described in Paragraph (A) of this Section 7, whether instituted by the Company or the Executive, shall be brought and resolved only in a state or federal court of competent jurisdiction located in Crawford County, Arkansas or the Fort Smith Division of the Western District of Arkansas. The parties hereby irrevocably consent and submit to and shall take any action necessary to subject themselves to the personal jurisdiction of any such court and hereby irrevocably agree that all claims in respect of the action shall be instituted, heard, and determined in such court. The parties agree that such court is a convenient forum, and hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(C) The Company shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Executive pursuant to a final, unappealable judgment. The Executive shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Company pursuant to a final, unappealable judgment. The non-prevailing party, as set forth above, shall pay prejudgment interest on any money judgment obtained by the prevailing party as a result of such proceeding, calculated at the rate provided in Section 1274(b)(2)(B) of the Code.

8.	Successors; Binding Agreement.

(A) In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise, and whether or not such a transaction constitutes a Change in Control) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption and agreement prior to the effectiveness of any succession shall be a breach of this Agreement for which the Executive shall have any and all of the remedies available to him under this Agreement. The provisions of this Section 8 shall continue to apply to each subsequent employer of the Executive bound by this Agreement in the event of any merger, consolidation, or transfer of all or substantially all of the business or assets of that subsequent employer, whether or not that transaction constitutes a Change in Control.

(B) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive shall die while any amount would be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, the amount, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives, or administrators of the Executive’s estate.

9.	Effect on Prior Agreements.

This Agreement contains the complete, final, and exclusive embodiment of the agreement and understanding among the parties hereto regarding severance, change in control, or similar payments to the Executive and supersedes in all respects any prior or other agreement or understanding, written or oral, among the parties with respect to the subject matter of this Agreement, including, but not limited to, Change in Control Severance Agreements, the Employment Letter Agreement, employment agreements or company policies, or other agreements or arrangements with respect to severance, change in control, or similar payments.

10.

Exclusive Remedy.

In the event of a Payment Trigger, the provisions of Section 4 are intended to be and are exclusive and in lieu of any other rights or remedies to which the Executive or the Company may otherwise be entitled (including any contrary provisions in any written or oral employment agreement or arrangement the Executive may have with the Company), whether at law, tort or contract, in equity, or under this Agreement. The Executive shall not be entitled to any severance or Change in Control benefits or rights upon a Payment Trigger other than those benefits expressly set forth in Section 4.

11.

Notices.

For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:

USA Truck, Inc.

3201 Industrial Park Road

Van Buren, Arkansas 72956

Attention: Chairman of the Board

To the Executive:

John R. Rogers

3601 Head of Pond Rd.

New Albany, OH 43054

12.

Miscellaneous.

No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Executive and an officer of the Company specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections.

13.

Governing Law.

The validity, interpretation, construction, and performance of this Agreement shall be governed by the internal, substantive laws of the State of Delaware, without giving effect to the law or principles of conflict of laws of any jurisdiction.

14.

Obligation Not to Solicit and Compete.

The Executive hereby agrees that during his employment with the Company and for a period of twelve (12) months thereafter or, in the event of a Change in Control, eighteen (18) months thereafter (the applicable period being referred to herein as the "Restricted Period"), the Executive will not, directly or indirectly, in any manner (i) attempt to induce or assist others to attempt to induce any officer, employee, driver, independent contractor, customer, or vendor of the Company or its affiliates to terminate its association with or reduce or terminate business with the Company or its affiliates, nor do anything directly or indirectly to interfere with the relationship between the Company or its affiliates and any such persons or concerns, unless part of a management directive, or (ii) engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, serve as an agent, officer, director or consultant to, be associated with or in any manner connected with, lend his name or any similar name to, lend his credit or render services or advice to, any Competitive Business (as hereinafter defined) anywhere in North America; provided, in order to bind the Executive to the provisions of Section 14(ii) when there is no Payment Trigger, the Company must make monthly payments, in cash, equal to one-twelfth (1/12) of the Executive’s annual base salary in effect immediately prior to termination, on or as near as practicable to the same date in each month as monthly installments of the annual base salary were made to the Executive prior to termination, for such portion of the Restricted Period as the Company determines (the "Non-Compete Payments"). The Company will give the Executive notice within ten (10) days following the Executive's termination if it elects to not make the Non-Compete Payments and, once Non-Compete Payments commence, the Company will give the Executive thirty (30) days' written notice before discontinuing the Non-Compete Payments. The provisions of Section 14(i) will automatically apply to the Executive regardless of whether there is a Payment Trigger and the provisions of Section 14(ii) will automatically apply to the Executive if there is a Payment Trigger; the Executive acknowledging that he has received sufficient consideration for such covenants. For purposes of this Agreement, Competitive Business will mean the interstate or intrastate transportation of freight by truck (motor carrier) using dry van trailers, interstate or intrastate transportation freight through the use of a combination of rail and truck (intermodal), arranging for the interstate or intrastate transportation of freight by truck or a combination of rail and truck (brokerage) using dry van trailers, any business conducted by the Company or the Company's affiliates during Executive's employment, and any business where plans were developed during the Executive's employment to engage in such business. Nothing herein will be deemed to prevent the Executive from acquiring through market purchases and owning, solely as an investment, less than two percent (2%) in the aggregate of the equity securities of any issuer whose shares are registered under Section 12(b) or Section 12(g) of the Exchange Act, as amended, and are listed or admitted for trading on any United States national securities exchange or are quoted on any system of automated dissemination of quotations of securities prices in common use, so long as the Executive is not directly or indirectly a member of any "control group" (within the meaning of the rules and regulations of the SEC).

15.

Confidentiality.

The Executive acknowledges that during his employment with the Company, he may acquire confidential proprietary information of the Company or its affiliates ("Confidential Information") that is, and remains, the sole property of the Company. Such Confidential Information is a valuable asset of the Company and substantially contributes to the effective and successful conduct of the Company's business. Confidential Information is intended to remain secret and misappropriation by any means is strictly prohibited. The Executive agrees to comply with the policies and procedures of the Company for protecting Confidential Information and agrees not to disclose to any person or use any Confidential Information obtained by the Executive incident to the Executive's employment or other association with the Company or its affiliates, other than as required for the proper performance of the Executive's duties and responsibilities to the Company or as required by applicable law after notice to the Company and a reasonable opportunity for it to protect Confidential Information. This restriction will continue to apply after the Executive's employment terminates, regardless of the reason for such termination, for so long as such Confidential Information remains confidential or, if sooner, until the expiration of the Restricted Period following the date the Executive's employment with the Company terminates. The obligations of confidentiality imposed by this Section 15 will not apply to Confidential Information that becomes generally known to the public hereafter through no act of the Executive's in breach of this Agreement and no act of any other person in breach of an obligation of confidentiality to the Company. Notwithstanding anything to the contrary herein, the Executive acknowledges that the requirements for confidentiality as set forth in the Company handbook continue to apply to the Executive while the Executive is receiving compensation and benefits under this Agreement and during the Restricted Period.

16.

Non-disparagement.

The Executive agrees that he will not make to any person or entity any false, disparaging, or derogatory comments about the Company or its affiliates, or their business affairs, directors, officers, employees, drivers, independent contractors, customers, or vendors.

17.

Remedies

Upon breach of any of the covenants contained in Section 14, 15, or 16 of this Agreement, (a) the Company can and may take any and all actions available at law and in equity, including obtaining a restraining order or injunctive relief, (b) all compensation and benefits described in this Agreement will immediately cease, (c) the Executive will remain obligated to comply with the covenants in this Agreement, and (d) the periods set forth above in Sections 14 and 15 will be tolled during any period in which the Executive is in violation of such Section(s) so that the Company is provided with the full benefit of the Restricted Period.

18.	Withholding.

All payments provided for hereunder will be subject to required withholding of federal, state and local income, excise, and employment-related taxes. If any such excise taxes would otherwise be imposed, the Company shall determine in good faith whether the Executive will either receive all of the benefits to which he is entitled under this Agreement, subject to the excise tax, or have his benefits under this Agreement reduced to a level at which the excise tax will not apply, depending upon which approach will provide the Executive with the greater net after-tax benefit.

19.	Severability.

If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

20.	Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

21.	Payment; Assignment.

Benefits payable under this Agreement will be paid only from the general assets of the Company. No person has any right to or interest in any specific assets of the Company by reason of this Agreement or the Employment Letter Agreement. To the extent benefits under this Agreement are not paid when due to any individual, he or she is a general unsecured creditor of the Company with respect to any amounts due. Benefits payable pursuant to this Agreement and the right to receive future benefits may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subject to any charge.

22.	Further Assurances.

The parties to this Agreement agree to perform, or cause to be performed, such further acts and deeds and to execute and deliver or cause to be executed and delivered, such additional or supplemental documents or instruments as may be reasonably required by the other party to carry into effect the intent and purpose of this Agreement.

23.	Code Section 409A.

It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted, and if necessary modified or reformed (including any modification or reformation regarding the timing and amount of any payment) to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that the Company determines may be considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like term, and the timing thereof, shall mean such a separation from service. Notwithstanding any other provision of this Agreement, in the event the Executive is a “specified employee” as defined in Code Section 409A on the date the Executive incurs a separation from service, as so defined, to the extent required by Code Section 409A, payments and benefits hereunder to which Code Section 409A would apply may not commence to the Executive until the earlier of the first day of the seventh month following the month that includes the Executive’s separation from service (as defined in Code Section 409A) or the date of the Executive’s death and any delayed payments and benefits shall be paid and provided in the aggregate, without interest, no later than ten (10) days following such date. For purposes of Code Section 409A, the Executive's right to receive the payments and benefits hereunder shall be treated as a right to receive a series of separate and distinct payments and benefits. Whenever a payment or benefit hereunder specifies a payment or benefit period with reference to a number of days, the actual date of payment or benefit within the specified period shall be within the sole discretion of the Company. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Plan, to the extent such payment is subject to Code Section 409A. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A, but do not satisfy an exemption from, or the conditions of, Code Section 409A. Any terms of this Agreement that are undefined or ambiguous shall be interpreted by the Company in its discretion in a manner that complies with Code Section 409A to the extent necessary to comply therewith. If for any reason any provision of this Agreement does not accurately reflect its intended establishment of an exemption from or compliance with Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from or compliance with Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company.

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above.

	USA TRUCK, INC.


	By:	/s/ Robert A. Peiser

	Name:	Robert A. Peiser

	Title:	Chairman

	/s/ John R. Rogers
	John R. Rogers


	$50,000.00
	Amount of Relocation Services Benefit

Exhibit A

General Release

FOR AND IN CONSIDERATION OF the compensation pursuant to a Payment Trigger to be provided me in connection with the termination of my engagement with USA Truck, Inc. (“Company”), as that term is defined in that certain Executive Severance and Change in Control Agreement between Company and me, dated as of January [__], 2016 (the “Agreement”), which are conditioned on my signing this General Release and to which I am not otherwise entitled, I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, and assigns, and all others connected with or claiming through me, hereby release and forever discharge Company, each of its affiliates, and all of their respective past, present, and future officers, directors, trustees, shareholders, employees, agents, general and limited partners, members, managers, joint venturers, representatives, successors, and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all causes of action, rights, or claims of any type or description, known or unknown, which I have had in the past, now have, or might now have, through the date of my signing of this General Release, in any way resulting from, arising out of, or connected with my engagement with Company or the termination of that engagement or pursuant to any federal, state or local law, regulation, or other requirement, including if deemed to be an employee of Company (including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the fair employment practices laws of the state or states in which I have been employed by Company, each as amended from time to time).

In signing this General Release, I acknowledge my understanding that I may not sign it prior to the termination of my engagement with Company, but that I may consider the terms of this General Release for up to thirty (30) days (or such longer period as Company may specify) from the date my engagement with Company terminates. I also acknowledge that I have been advised by Company to seek the advice of an attorney prior to signing this General Release; that I have had a full and sufficient time to consider this General Release and to consult with an attorney, if I wished to do so, or to consult with any other person of my choosing before signing; and that I am signing this General Release voluntarily and with a full understanding of its terms. I understand that I have seven (7) days following my execution of this General Release to revoke this General Release and that this General Release will not be effective until the eighth day after I execute and do not revoke this General Release.

I hereby acknowledge and reaffirm my continuing obligations to the Company under the Agreement, in particular as the Agreement relates to certain restrictive covenants, which was signed in connection with my employment.

I further acknowledge that, in signing this General Release, I have not relied on any promises or representations, expressed or implied, that are not set forth expressly in the Agreement.

[Signature page follows]

Intending to be legally bound, I have signed this General Release as of the date written below.

Signature: /s/ John R. Rogers

John R. Rogers

Date Signed: 1-5-16

Exhibit 10.3

February 2, 2016

Mr. James Craig

2233 Dr Sanders Road

Cross Roads, TX 76227

Dear Jim,

We are pleased to have you serve in the position of President – Strategic Capacity Solutions (“SCS”) of USA Truck, Inc. (the "Company"). The following outlines the terms of employment, but does not constitute a contract of employment or a guarantee of employment. This offer is subject to final approval by the Company's Board of Directors.

Compensation

•

Your current annual base salary will be $300,000, which will be paid in monthly installments on the last business day of each month in the amount of $25,000.

•

You will participate in the established Company Management Bonus Plan. For 2016, you will be entitled to:

•

a cash bonus of up to 100% of your pro-rated base salary for 2016 with a target of 60% thereof, depending upon performance relative to goals predetermined by the Executive Compensation Committee of the Company’s Board of Directors (the “Committee”);

•

an equity grant of restricted shares of the Company’s common stock equal to 40% of your annualized base salary for 2016; provided, that if the date upon which your employment with the Company commences is on or after February 15, 2016, this equity grant shall be based on (a) your annualized base salary for 2016, times (b) the number of days employed by the Company in 2016, divided by (c) 320. The number of restricted shares awarded will be based upon your annualized base salary or prorated base salary over such 320 days, as the case may be, and the closing price of the Company’s common stock on the day before your employment with the Company begins. Vesting of this award depends upon performance relative to goals predetermined by the Committee, and is subject to additional time vesting. The Committee will determine whether such performance goals have been achieved in early 2017, following receipt of the Company’s 2016 full-year results, at which time some or all of the restricted shares may be forfeited if the performance goals are partially achieved or are not achieved. The non-forfeited restricted shares will then vest 25% per annum such that by January 31, 2020, the award shall be fully earned, subject to continued employment and certain other forfeiture provisions. For example, if the Committee determines on January 31, 2017, that the performance goals for 2016 have been achieved at the 50% level, half of the restricted shares will be forfeited, 25% of the remaining restricted shares will vest on the date of such determination, and the remaining restricted shares will vest in three installments of 25% each commencing January 31, 2018;

•

an equity grant of restricted shares of the Company’s common stock equal to 100% of your annualized base salary for 2016; provided, that if the date upon which your employment with the Company commences is on or after February 15, 2016, this equity grant shall be based on (a) your annualized base salary for 2016, times (b) the number of days employed by the Company in 2016, divided by (c) 320. The number of restricted shares awarded will be based upon your annualized base salary or prorated base salary over such 320 days, as the case may be, and the closing price of the Company’s common stock on the day before your employment with the Company begins. Vesting of this award depends upon attainment of the return on invested capital goals for the period 2016-2018 as described on Exhibit A. The Committee will determine whether and to what extent such performance goals have been achieved in early 2019, following receipt of the Company’s 2018 full-year results, and this equity grant, if earned, will vest on the date of such determination; and,

•

You will receive an initial equity grant of $250,000 based on the closing price of the Company’s common stock on the date your employment with the Company begins, which will vest in its entirety if for the fiscal year ended December 31, 2018 (“the Measurement Period”) SCS achieves Capital Adjusted Operating Income of $25.0 million (the "Performance Target"). For purposes of this paragraph, “Capital Adjusted Operating Income” shall mean (a) GAAP Operating Income of SCS, less (b) the cost of capital allocated to SCS for business acquisitions at the rate of 12% per annum. If the Performance Target is not met for the Measurement Period but is equal to or greater than $22.5 million for the Performance Period, the number of shares vested shall be prorated from 50% to 100% based on the difference in such results. If the Performance Target is met for any four consecutive quarters between the fiscal quarter ended December 31, 2016, and the fiscal quarter ended September 30, 2018, 50% of the grant shares shall be deemed vested with the balance subject to measurement during the Measurement Period.

•

You will be paid a cash bonus of $50,000 on the date the Company pays its 2015 cash bonuses to its senior executives, but in no event later than March 31, 2016, subject to your being employed by the Company on that date.

•

You will be provided a laptop and smart phone at the Company's expense.

•

All payments provided for hereunder will be subject to required withholding of federal, state and local income, excise, and employment-related taxes.

Benefits

•

You will receive three weeks paid vacation per year.

•

You are eligible for, and may participate in, the Company's 401(k) Plan subject to Company policies and the terms of that plan as in effect from time to time.

•

You are eligible for, and may participate in, the Company's Employee Stock Purchase Plan subject to Company policies and the terms of that plan as in effect from time to time.

•

The Company is currently a sponsor of the Arkansas Best Federal Credit Union and you may be eligible to participate in programs made available to the Company's employees.

•

Confidential Information or Trade Secrets

●

Severance and Change in Control Agreement

●

You and the Company will enter into an agreement providing severance and change in control benefits on the date hereof in the form of Exhibit B attached hereto and incorporated by reference herein.

We ask that you acknowledge your acceptance of the terms of this letter by signing below and faxing or emailing the signed letter to my attention.

Sincerely,

John R. Rogers

President and Chief Executive Officer

	Agreed and Accepted


	/s/ James A. Craig
	James A. Craig

Exhibit A

Restricted shares will vest in an amount equal to the product of (i) the number of shares granted and (ii) the percentage between 20% and 100% corresponding linearly to the level achievement of the ROIC between 8% and 12%, as set forth in the table below (with fractional shares rounded to the nearest whole share).

Performance Period: January 1, 2016 – December 31, 2018

Vesting Level	ROIC⁽¹⁾ Performance Goal	Performance-Vested Shares Issued
-	Less than 8%	0
Minimum (20% of performance- vested shares vest)	At least 8%	20% of performance-vested shares
Target (60% of performance- vested shares vest)	Greater than or equal to 10%	↕ (linear) 60% of performance-vested shares
Maximum (100% of performance- vested shares vest)	Greater than or equal to 12%	↕ (linear) 100% of performance-vested shares

(1)	Returned on Invested Capital ("ROIC") is calculated as follows, based upon consolidated financial results for the Company:

ROIC =	(tax-affected operating income)
	(total assets) — (cash on hand)

Exhibit B

[Severance and Change In Control Agreement Attached]

Exhibit 10.4

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT

This Executive Severance and Change in Control Agreement (this “Agreement”), dated as of February 2, 2016, is made by and between USA Truck, Inc., a Delaware corporation (as hereinafter defined, the “Company”), and James Craig, President – Strategic Capacity Solutions of the Company (as hereinafter defined, the “Executive”).

WHEREAS, the Company and the Executive have entered into that Employment Letter Agreement by and between the Company and the Executive dated February 2, 2016 (the "Employment Letter Agreement");

WHEREAS, the Company and the Executive desire to set forth the circumstances under which the Executive may receive payments under this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1.	Defined Terms.