8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):         April 19, 2012

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 April 19, 2012, the Registrant issued a news release announcing its revenues and results of operations for the first quarter of 2012.  A copy of the news release is furnished as an exhibit to this Form 8-K.

The Registrant’s news release dated April 19, 2012, contained incorrect net cash (used in) provided by operating activities and capital expenditures, net for the three months ended March 31, 2012, due to a change in the way certain new equipment was acquired. At year end, the Registrant expected to pay cash for certain new equipment and subsequently decided to finance such equipment with capital leases.  Based upon such change, net cash (used in) operating activities changed from ($2,774,776) to a corrected net cash provided by operating activities of $969,319 and capital expenditures, net changed from $1,423,399 to a corrected $5,167,494.  Presented below are the corrected figures in the format presented in the April 19, 2012 news release.

Selected other financial information:
	(in thousands)
	Three Months Ended March 31,
	2012		2011
	(unaudited)
Net cash provided by operating activities	$	970	$	4,717
Capital expenditures, net		5,167		16,834

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1  News release issued by the Registrant on April 19, 2012.

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 Registrant’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 news release and various disclosures by the Registrant in its news 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:	April 25, 2012	/s/ Clifton R. Beckham
		Clifton R. Beckham
		President and Chief Executive Officer
Date:	April 25, 2012	/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 onApril 19, 2012

EX-99

USA Truck Announces First Quarter Results

VAN BUREN, ARKANSAS    April 19, 2012

USA Truck, Inc. (NASDAQ: USAK) today announced base revenue of $97.8 million for the quarter ended March 31, 2012, a decrease of 1.8% from $99.7 million for the same quarter of 2011.  We incurred a net loss of $4.9 million ($0.47 per share) for the quarter ended March 31, 2012, compared to a net loss of $2.7 million ($0.26 per share) for the same quarter of 2011.

Cliff Beckham, President and CEO, made the following statement concerning financial and operating results for the quarter ended March 31, 2012:

“Our results were mixed in the first quarter.  Since last August, we have been concentrating on driving sequential improvement in key performance metrics as the first step in building sustained, acceptable financial performance.  For the first quarter, several of these metrics continued to improve, while our SCS and Intermodal segments also progressed.  Our overall financial performance remained approximately the same as the third and fourth quarters of 2011.  The improvements in certain operating metrics were offset by an increase in unmanned tractors and higher fuel prices.

“We are pleased with the continued strong performance in our SCS segment, which posted growth in operating income of 15.8% to $1.5 million year-over-year despite a less robust freight environment that put pressure on our gross margins.  We are also encouraged by the improvement in our Intermodal segment in which our operating loss was reduced by 43.5% to a loss of $0.2 million compared to the first quarter of 2011. These two asset-light business units produced over 22% of base revenue for the quarter and contributed a reasonable gross margin.

“In our Trucking segment, the operating metrics were mixed. On the positive side, we saw meaningful improvement in equipment utilization (miles per tractor per week) and velocity (loads per tractor per week) over the second half of 2011.  This improvement was better than expected given the increase in unmanned tractors, which are included in the measurements.  We also saw improvement in our safety performance (measured by reportable accident frequency) and our core customer on-time service.

“We did experience a sequential decline in revenue per total mile; however, our first quarter total reflected an increase of approximately 0.7% over the same quarter of the prior year.  Base rate per loaded mile improved approximately 2.7% year-over-year, but higher empty miles offset some of this gain and also negatively impacted fuel surcharge revenue.

“Also disappointing was an increase in our unmanned tractor count, which rose sharply in February and March. Prior to that, we had reduced unmanned tractors from a peak of 230 to approximately 100 in January.  A combination of network changes, less than optimal velocity, and seasonal job alternatives caused an increase in unmanned tractors back to 200 during March.”

The attached charts (Miles per Tractor per Week, Load Velocity, Loaded Revenue per Mile and Unmanned Tractors) reflect the results we have experienced for the past four quarters of some of our key operating metrics.

Mr. Beckham also stated, “Higher empty miles (for which we do not receive fuel surcharges) negatively impacted our net fuel cost per mile both sequentially and year-over-year.  The Department of Energy average diesel price per gallon was $3.97 for the first quarter of 2012, compared with $3.57 for the first quarter of 2011 and $3.87 for the fourth quarter of 2011.  Although the delivery of new, fuel-efficient tractors during 2011 contributed to a year-over-year improvement in miles per gallon, the fuel price increase combined with higher empty miles led to an increase in our net fuel cost per mile.

“At March 31, our outstanding debt, less cash, represented 48.9% of our balance sheet capitalization, compared to 47.4% at December 31, 2011.  And at March 31, 2012 we were in compliance with all of our debt covenants.

“All-in-all, the pace of improvement in our one-way domestic truckload business is behind our expectations.  We are not yet achieving optimal operating efficiencies from our network which we must attain in order to most effectively improve yield and profitability.  In the near term, we believe improving velocity toward and above 3.5 loads per tractor per week is a key factor in achieving profitability.  Velocity improvement will require a combination of reducing unmanned tractors, continuing to optimize the network, and enhancing the proficiency of our customer service, load planning, and fleet management personnel.  In addition, we also believe improving base revenue per total mile is another key factor, which will require further reducing empty miles, improving freight mix, and obtaining rate increases where justified. We recognize that none of these key factors is a quick fix, and progress may be uneven as we shift assets, refine the network, and implement internal operations initiatives.  As we look ahead in 2012, we have pushed out our expectations for improvement over 2011 into the second half of the year.”

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

	(in thousands, except per share data)
	Three Months Ended
	March 31,
	2012		2011
	(unaudited)
Revenue:
Trucking revenue	$	75,937	$	82,874
Strategic Capacity Solutions revenue		17,595		11,568
Intermodal revenue		4,291		5,208
Base revenue		97,823		99,650
Fuel surcharge revenue		25,850		24,392
Total revenue		123,673		124,042
Operating expenses and costs:
Fuel and fuel taxes		34,770		34,727
Salaries, wages and employee benefits		35,514		33,100
Purchased transportation		26,978		25,379
Depreciation and amortization		11,157		12,614
Operations and maintenance		10,931		9,877
Insurance and claims		4,882		5,864
Operating taxes and licenses		1,507		1,398
Communications and utilities		1,023		985
Gain on disposal of assets, net		(542)		(915)
Other		4,089		4,195
Total operating expenses and costs		130,309		127,224
Operating loss		(6,636)		(3,182)
Other expenses (income):
Interest expense		986		743
Other, net		(75)		(11)
Total other expenses, net		911		732
Loss before income taxes		(7,547)		(3,914)
Income tax benefit		(2,674)		(1,198)
Net loss	$	(4,873)	$	(2,716)
Per share information:
Average shares outstanding (Basic)		10,300		10,298
Basic loss per share	$	(0.47)	$	(0.26)
Average shares outstanding (Diluted)		10,300		10,298
Diluted loss per share	$	(0.47)	$	(0.26)

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

	Three Months Ended
	March 31,
	2012			2011
	(unaudited)
Trucking:
Operating loss (in thousands) (1)	$	(7,956)		$	(4,117)
Operating ratio (2)		110.5	%		105.0	%
Total miles (in thousands) (3)		53,360			58,662
Empty mile factor		11.8	%		10.0	%
Weighted average number of tractors (4)		2,230			2,342
Average miles per tractor per period		23,928			25,048
Average miles per tractor per week		1,841			1,948
Average miles per trip		527			556
Base Trucking revenue per tractor per week	$	2,619		$	2,752
Number of tractors at end of period (4)		2,250			2,338
Strategic Capacity Solutions:
Operating income (in thousands) (1)	$	1,544		$	1,333
Gross margin (5)		14.4	%		15.6	%
Intermodal:
Operating loss (in thousands) (1)	$	(224)		$	(398)
Gross margin (5)		21.5	%		6.0	%

(1)            Operating (loss) income 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 revenue less purchased transportation expense and dividing that amount by total 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)
	March 31,		December 31,
	2012		2011
	(unaudited)
Assets
Current assets:
Cash	$	4,305		2,659
Receivables, net		61,912		56,941
Inventories		1,869		1,831
Prepaid expenses and other current assets		15,893		13,466
Total current assets		83,979		74,897
Property and equipment, at cost		403,758		419,561
Accumulated depreciation and amortization		(154,322)		(160,761)
Property and equipment, net		249,436		258,800
Note receivable		1,997		2,003
Other assets		539		491
Total assets	$	335,951	$	336,191
Liabilities and Stockholders’ equity
Current liabilities:
Bank drafts payable	$	5,098	$	5,044
Trade accounts payable		21,393		21,691
Current portion of insurance and claims accruals		3,826		3,418
Accrued expenses		8,975		7,790
Note payable		915		1,370
Current maturities of long-term debt and capital leases		16,251		19,146
Deferred income taxes		2,314		1,693
Total current liabilities		58,772		60,152
Deferred gain		610		612
Long-term debt and capital leases, less current maturities		108,108		98,927
Deferred income taxes		41,839		45,193
Insurance and claims accruals, less current portion		4,515		4,335
Total stockholders’ equity		122,107		126,972
Total liabilities and stockholders’ equity	$	335,951	$	336,191

Selected other financial information:
	(in thousands)
	Three Months Ended March 31,
	2012		2011
	(unaudited)
Net cash (used in) provided by operating activities	$	(2,774)	$	4,717
Capital expenditures, net		1,423		16,834

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) 471-2633 or DARRON MING, Executive Vice President and Chief Financial Officer – (479) 471-2672