8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):         May 4, 2011

USA TRUCK, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-19858	71-0556971
(Commission File Number)	(I.R.S. Employer Identification No.)

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On July 21, 2011, USA Truck, Inc. (the “Company”) issued a news release announcing its revenues and earnings for the second quarter of 2011.  A copy of the news release is furnished as an exhibit to this Form 8-K/A.

Item 5.07 Submission of Matters to a Vote of Security Holders

This Current Report on Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed on May 6, 2011 by the Company in order to update information disclosed under “Item 5.07 Submission of Matters to a Vote of Security Holders” regarding the results of voting at the Company’s Annual Meeting of Stockholders held on May 4, 2011.  

At the Company’s 2011 Annual Meeting of Stockholders, the Company’s stockholders voted on, among other matters, a proposal regarding the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers – or future “say-on-pay” votes. As previously reported by the Company, a majority of the votes cast on the frequency proposal were cast in favor of holding an annual “say-on-pay” vote.

In consideration of the stockholder vote at the 2011 Annual Meeting of Stockholders on the frequency proposal, the Company’s Board of Directors decided that the Company will hold an advisory “say-on-pay” vote every year in connection with its annual meeting of stockholders. Accordingly, the Company will include an advisory “say-on-pay” vote every year in its future proxy materials until the next stockholder vote on the frequency of “say-on-pay” votes, which will be no later than the Company’s Annual Meeting of Stockholders in 2017.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1  News release issued by the Company on July 21, 2011.

The information contained in Items 2.02 and 9.01 of this report and the exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information in Items 2.02 and 9.01 of this report and the exhibit hereto may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements are made based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties.  Actual results or events may differ from those anticipated by forward-looking statements.  Please refer to the paragraph containing cautionary forward-looking language near the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

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 hereunto duly authorized.

		USA Truck, Inc.
		(Registrant)
Date:	July 22, 2011	/s/ Clifton R. Beckham
		Clifton R. Beckham
		President and Chief Executive Officer
Date:	July 22, 2011	/s/ Darron R. Ming
		Darron R. Ming
		Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Exhibit
99.1	News release issued by the Registrant onJuly 21, 2011

EX-99.1

USA Truck Announces Second Quarter Results

VAN BUREN, ARKANSAS    July 21, 2011

USA Truck, Inc. (NASDAQ: USAK) today announced base revenue of $108.5 million for the quarter ended June 30, 2011, an increase of 14.3% from $94.9 million for the same quarter of 2010.  Net income was $0.6 million, $0.06 per share, for the quarter ended June 30, 2011, compared to $0.9 million, $0.09 per share, for the same quarter of 2010.  During the quarter ended June 30, 2010, we entered into, and subsequently sold, a fuel hedge contract which resulted in a reduction of fuel expense on a pre-tax basis of approximately $1.2 million and on a net-of-tax basis of approximately $0.7 million, or $0.07 per share.

Base revenue increased 13.0% to $208.1 million for the six months ended June 30, 2011, from $184.1 million for the same period of 2010.  We incurred a net loss of $2.12 million, $0.21 per share, for the six months ended June 30, 2011, compared to a net loss of $2.10 million, $0.20 per share, for the same period of 2010.

In comparing the financial results of the quarter ended June 30, 2011, to the comparable period of 2010, Cliff Beckham, President and CEO, made the following statement:

“Despite a relatively soft freight environment in the first six weeks of the quarter, we nearly tripled our earnings excluding the effect of last year's fuel hedge gain, which amounted to approximately $1.2 million pretax, or $0.07 per share.  As we progress toward full implementation of our VEVA (Vision for Economic Value Added) strategic plan, we believe our diversified model of integrated and complimentary service offerings exhibits more signs of maturity.

“In Trucking, our customer, lane and load selection continued to improve, partially offset by increased driver-related costs:

·   Customers who we consider “core” to our long-term prospects represented 33% of our total revenue during the quarter compared to just 24% during the comparable quarter.  Those customers were specifically selected as “core” customers because, among other things, their freight has tended to remain consistent seasonally and cyclically.

·   Fifty-three percent of our loads moved in our Spider Web network compared to 46% a year ago.  The improved density in our preferred lanes and a generally favorable industry environment for pricing led to an 8.5% increase in our loaded rate per mile to $1.655, the highest in our history.

·   Our freight network is becoming increasingly regionalized as our Spider Web density grows.  Our loaded length of haul was 534 miles, the shortest in our history.

·   The growing ability of our team members to profitably service our customers' capacity needs and balance our freight network was increasingly evident throughout the course of the quarter.

·   The major impediment to greater earnings in Trucking was a lack of qualified drivers:

·   Though our turnover rate was actually lower than the second quarter of 2010, the carryover of unmanned trucks from the first quarter led to elevated driver-related costs as we worked to man those trucks with highly qualified drivers.  As a result, driver compensation costs increased nearly $0.03 per mile or approximately $0.08 per share for the quarter.  Driver recruiting and training costs also increased by 20%, or approximately $0.03 per share.  We expect that most of these costs will subside upon reaching our goal of 3% unmanned tractors.

·   An average of 9.1% of our fleet was unmanned during the quarter compared to 6.5% last year.  The 2.6% difference reduced earnings by nearly $0.05 per share due to a reduction in miles per tractor per week (achieving our goal of no more than 3% of unmanned trucks would have added approximately another $0.07 of earnings to the quarter).

 “In SCS (Strategic Capacity Solutions, our brokerage service offering), base revenue more than doubled and operating income increased approximately two-and-a-half times to $2.3 million. That performance was driven by growth in branch offices (we added three during the quarter bringing the total number of branches to 11), and by growth in productivity (operating income per SCS team member grew by 60%).  Not only did our SCS team members execute the model well, but they also provided solutions for over 16,000 loads for our SCS customers, most of whom are also Trucking customers who appreciate the additional capacity.

“In Intermodal, we are still working to fully utilize the private containers we took delivery of last fall.  While the addition of those containers drove substantial revenue growth, a lack of load volume in the right lanes resulted in an operating loss.  However, that loss was considerably smaller than the first quarter 2011 loss.  Despite the lack of profitability during the quarter, Intermodal provided our customers with solutions for nearly 3,600 loads.  We expect Intermodal will be profitable during the third quarter based on current market conditions.

“Overall, our model gained momentum as the quarter unfolded.  Tighter truck capacity relative to freight demand certainly contributed to that momentum late in the quarter, but we believe our model gained a measure of maturity during the quarter as we extended our services to specific new customers in the right lanes at the right prices.

“While we realize that much work remains before we achieve our first strategic objective of earning our cost of capital and that a $0.06 profit is inadequate, we also recognize meaningful progress has been made and June gave us a glimpse of what we believe our developing model is capable of producing.”

Darron Ming, Vice President and Chief Financial Officer of the Company, added the following statement concerning liquidity and capital resources:

“Total debt increased $16.3 million from December 31, 2010 as a result of the purchase of 305 tractors and 350 trailers during the first half of 2011.  In addition, cash provided by operations was hampered by the rise in fuel prices during 2011, which increased our accounts receivable as we passed along increased fuel surcharges to our customers.  We would anticipate our cash provided by operations to show improvement during the second half of 2011, especially if fuel prices stabilize.  We intend to purchase an additional 250 tractors during the second half of 2011, and we expect our total net capital expenditures for the remainder of the year to approximate $18.1 million.  We were in compliance with all our debt covenants and as of June 30, 2011, we have $38.2 million available on our Credit Agreement and $37.7 million available through leasing commitments.”

USA Truck, Inc.

The following table summarizes the results of operations information of USA Truck, Inc. (“Company”) for the three and six month periods indicated:

USA TRUCK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
	(in thousands, except per share data)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
Revenue:
Trucking revenue	$	85,309	$	83,620	$	168,184	$	164,310
Strategic Capacity Solutions revenue		17,871		8,502		29,439		14,713
Intermodal revenue		5,294		2,760		10,503		5,085
Base revenue		108,474		94,882		208,126		184,108
Fuel surcharge revenue		30,553		18,791		54,943		35,198
Total revenue		139,027		113,673		263,069		219,306
Operating expenses and costs:
Fuel and fuel taxes		36,332		27,217		71,058		55,612
Salaries, wages and employee benefits		34,704		32,082		67,805		65,309
Purchased transportation		31,480		18,995		56,861		34,600
Depreciation and amortization		12,489		12,135		25,102		24,634
Operations and maintenance		10,415		8,304		20,292		15,968
Insurance and claims		5,700		5,525		11,563		11,596
Operating taxes and licenses		1,375		1,411		2,773		2,804
Communications and utilities		1,049		1,019		2,034		1,965
Gain on disposal of revenue equipment, net		(1,341)		(36)		(2,256)		(43)
Other		4,612		3,983		8,807		7,322
Total operating expenses and costs		136,815		110,635		264,039		219,767
Operating income (loss)		2,212		3,038		(970)		(461)
Other expenses (income):
Interest expense		821		944		1,564		1,713
Other, net		(26)		127		(37)		178
Total other expenses, net		795		1,071		1,527		1,891
Income (loss) before income taxes		1,417		1,967		(2,497)		(2,352)
Income tax expense (benefit)		819		1,067		(379)		(256)
Net income (loss)	$	598	$	900	$	(2,118)	$	(2,096)
Net earnings (loss) per share information:
Average shares outstanding (Basic)		10,306		10,293		10,302		10,287
Basic earnings (loss) per share	$	0.06	$	0.09	$	(0.21)	$	(0.20)
Average shares outstanding (Diluted)		10,317		10,320		10,302		10,287
Diluted earnings (loss) per share	$	0.06	$	0.09	$	(0.21)	$	(0.20)

USA Truck, Inc.

The following table includes key operating results and statistics for our three operating segments.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Trucking:
Operating income (loss) (in thousands) (1)	$	37		$	1,970		$	(4,080)		$	(1,789)
Operating ratio (2)		99.9	%		97.7	%		102.4	%		101.1	%
Total miles (in thousands) (3)		57,846			60,624			116,508			122,105
Empty mile factor		10.9	%		9.6	%		10.4	%		9.9	%
Weighted average number of tractors (4)		2,341			2,331			2,341			2,338
Average miles per tractor per period		24,710			26,008			49,769			52,226
Average miles per tractor per week		1,901			2,001			1,925			2,020
Average miles per trip		534			539			545			557
Base Trucking revenue per tractor per week	$	2,803		$	2,759		$	2,778		$	2,718
Number of tractors at end of period (4)		2,354			2,331			2,354			2,331
Strategic Capacity Solutions:
Operating income (in thousands) (1)	$	2,273		$	923		$	3,606		$	1,243
Gross margin (5)		15.8	%		15.3	%		15.8	%		14.3	%
Intermodal:
Operating (loss) income (in thousands) (1)	$	(98)		$	145		$	(496)		$	85
Gross margin (5)		11.4	%		10.6	%		8.8	%		7.4	%

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

(2)           Operating ratio is calculated by dividing total operating expenses, net of fuel surcharge, by base revenue.

(3)           Total miles include both loaded and empty miles.

(4)           Tractors include Company-operated tractors in service plus tractors operated by independent contractors.

(5)           Gross margin is calculated by taking total base revenue, less purchased transportation expense net of fuel surcharge revenue and dividing that amount by total base revenue.  This calculation includes intercompany revenues and expenses.

The following table reflects the condensed financial position of the Company as of the dates indicated:

				(in thousands)
				June 30,				December 31,
				2011				2010
	Assets
	Current assets:
	Cash			$	1,776			$	2,726
	Receivables, net				66,627				47,983
	Inventories				2,712				2,080
	Prepaid expenses and other current asse				13,870				12,885
	Total current assets				84,985				65,674
	Property and equipment, at cost				432,854				423,115
	Accumulated depreciation and amortization				(162,905)				(163,867)
	Property and equipment, net				269,949				259,248
	Note receivable				2,038				2,048
	Other assets				433				415
	Total assets			$	357,405			$	327,385
	Liabilities and Stockholders’ equity
	Current liabilities:
	Bank drafts payable			$	4,502			$	4,233
	Trade accounts payable				29,973				16,691
	Current portion of insurance and claims accruals				4,519				4,725
	Accrued expenses				10,874				8,401
	Note payable				338				1,009
	Current maturities of long-term debt and capital leases				26,798				18,766
	Deferred income taxes				1,296				1,094
	Total current liabilities				78,300				54,919
	Deferred gain				615				618
	Long-term debt and capital leases, less current maturities				88,737				79,750
	Deferred income taxes				50,165				50,782
	Insurance and claims accruals, less current portion				4,050				3,608
	Total stockholders’ equity				135,538				137,708
	Total liabilities and stockholders’ equity			$	357,405			$	327,385
Selected other financial information:
		(in thousands)
		Six Months Ended June 30,
		2011				2010
Net cash provided by operating activities		$	9,545			$	24,911
Capital expenditures, net			27,119				27,825

This press release contains 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. These statements generally may be identified by their use of terms or phrases such as “expects,” “estimates,” “anticipates,” “projects,” “believes,” “plans,” “goals,” “intends,” “may,” “will,” “should,” “could,” “potential,” “continue,” “future,” and terms or phrases of similar substance.  Forward-looking statements are based upon the current beliefs and expectations of our management and 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.  Accordingly, actual results may differ from those set forth in the forward-looking statements.  Readers should review and consider the factors that may affect future results and other disclosures by the Company in its press releases, Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.  In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this press release might not occur.

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” and words of similar import refer to USA Truck, Inc. and its subsidiary.

USA Truck is a dry van truckload carrier transporting general commodities via our General Freight and Dedicated Freight service offerings.  We transport commodities throughout the continental United States and into and out of portions of Canada.  We also transport general commodities into and out of Mexico by allowing through-trailer service from our terminal in Laredo, Texas.  Our Strategic Capacity Solutions and Intermodal operating segments provide customized transportation solutions using our technology and multiple modes of transportation including our assets and the assets of our partner carriers.

This press release and related information will be available to interested parties at our web site, http://www.usa-truck.com under the “News Releases” tab of the “Investors” menu.

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Contact: CLIFF BECKHAM, President and Chief Executive Officer – (479) 471-2600 or DARRON MING, Vice President, Finance and Chief Financial Officer – (479) 471-2672