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):         October 17, 2013

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 October 17, 2013, USA Truck, Inc. (the "Company") issued a press release announcing its results of operations for the third quarter of 2013.  A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

 The Company will hold a conference call at 8:00 a.m. CT (9:00 a.m. ET) today to discuss this information further.  Furnished as Exhibit 99.2 to this Form 8-K and incorporated herein by reference is a slide presentation that will be discussed during the conference call.

Item 9.01                      Financial Statements and Exhibits

(d) Exhibits

99.1 News release issued by the Company on October 17, 2013.

99.2 Slide presentation to be discussed during the conference call to be held on Thursday, October 17, 2013.

 The information contained in this report and the exhibits hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or otherwise subject to the liabilities of Section 18 of 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 set forth herein, or in the exhibits, shall not be deemed an admission as to the materiality of any information herein or in the exhibits hereto that is required to be disclosed to satisfy the requirements of Regulation FD.

 The information in Items 2.02 and 9.01 of this report and the exhibits 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 contained in various disclosures by the Company 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.

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SIGNATURE

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:	October 17, 2013	/s/ John M. Simone
		John M. Simone
		President and Chief Executive Officer
Date:	October 17, 2013	/s/ Clifton R. Beckham
		Clifton R. Beckham
		Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit Number	Exhibit
99.1	News release issued by the Company on October 17, 2013.
99.2	Slide presentation to be discussed during the conference call to be held on Thursday, October 17, 2013.

EX-99.1

USA Truck Announces Significantly Improved Operating Results on

13.5% Revenue Growth

·   Operating income increases by $8.3 million

·   Base revenue increases to $113.9 million

·   EBITDA up 339% to $12.0 million

·   Debt reduced by $5.0 million

Van Buren, AR – October 17, 2013 – USA Truck, Inc. (NASDAQ: USAK), a leading  transportation and logistics provider, today announced significantly improved financial results for the quarter and nine months ended September 30, 2013.

“The continued, accelerating improvement in our results clearly illustrates the rapid progress we’re making in our turnaround,” said President and CEO John Simone. “The third quarter of 2013 marked our fourth consecutive quarter of substantially improved operating and bottom-line results. Our increased cash flow enabled us to pay down debt for the first time since the fourth quarter of 2011. These achievements are even more impressive given the challenging conditions the truckload industry has been facing and the fact that our third quarter is usually seasonally weaker than our second.

“Our improved third quarter results were driven by a 13.5% increase in base revenue while operating expenses rose only 6.8% (net of fuel surcharge recoveries). Our 830-basis-point improvement in operating margin reflects the success of the wide range of operational, marketing, and cost initiatives that our expanded and reinvigorated management team has implemented.  Our go-to-market efforts have helped us gain market share, including the addition of highly-desirable Fortune 100 shippers to our list of top 10 customers.

“In light of the fact that several industry peers have described the current operating environment as difficult compared to a year ago, we are extremely proud of the performance of our Trucking segment, where strong execution of our strategic plan enabled us to extend our length of haul while simultaneously increasing our pricing, and to add drivers while simultaneously increasing productivity per driver.

“Our asset-light Strategic Capacity Solutions (SCS) business also performed well, growing by 13.1% and producing a 300-basis-point quarter-over-quarter improvement in operating margin.  This segment now accounts for $32.1 million, or 28%, of our consolidated base revenue and is helping to strengthen and diversify our business model, helping us bring even more value to our customers.”

Mr. Simone concluded, “We are pleased with our sequential and year-over-year progress and expect to build even further on the strong business momentum we have established.  The sustainability of this momentum is demonstrated by the increasing rate of improvement in our bottom-line results – up 49% in the first quarter of2013, 60% in the second quarter, and 90% in the third quarter.  With meaningful opportunities for improvement in several areas of our business, including insurance and claims, maintenance costs and tractor utilization, we expect to continue to show significantly improved quarter-over-quarter results in the fourth quarter irrespective of industry conditions and seasonality.”

Financial Results

Total base revenues increased 13.5% to $113.9 million for the quarter ended September 30, 2013 from $100.3 million for the same quarter of 2012.  Asset-based Trucking revenue, not including fuel surcharge, increased 13.6% to $81.8 million, while non-asset based Strategic Capacity Solutions revenue rose 13.1% to $32.1 million. The Company incurred a net loss of $0.6 million for the 2013 quarter compared to a net loss of $6.1 million for the 2012 quarter.  Diluted net loss per share improved 90.1% from ($0.59) in the third quarter of 2012 to ($0.06) in the third quarter of 2013.

Total base revenues increased 9.5% to $330.2 million for the nine months ended September 30, 2013 from $301.7 million for the same period of 2012. Asset-based Trucking revenue, not including fuel surcharge, increased 10.6% to $243.0 million, while non-asset based Strategic Capacity Solutions revenue rose 6.4% to $87.2 million. The Company incurred a net loss of $4.5 million ($0.43 per share) for the nine months ended September 30, 2013 compared to a net loss of $14.4 million ($1.40 per share) for the comparable 2012 period.

The following table includes key operating results and statistics by reportable segment:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013				2012
	(unaudited)
Trucking:
Operating loss (in thousands) (1)	$	(2,968)		$	(10,111)			$	(10,054)		$	(24,386)
Operating ratio (2)		103.6	%		114.1	%			104.1	%		111.1	%
Total miles (in thousands) (3)		55,516			49,855				166,844			152,808
Empty mile factor		11.4	%		10.7	%			11.4	%		11.1	%
Base revenue per loaded mile	$	1.664		$	1.616			$	1.645		$	1.618
Average number of in-service tractors (4)		2,250			2,157				2,232			2,186
Percentage of in-service tractors unseated		6.2	%		9.9	%			5.3	%		9.1	%
Average number of seated tractors (5)		2,111			1,944				2,114			1,987
Average miles per seated tractor per week		2,001			1,951				2,024			1,965
Base revenue per seated tractor per week	$	2,948		$	2,816			$	2,947		$	2,825
Average loaded miles per trip		602			557				596			537
Strategic Capacity Solutions (6):
Operating income (in thousands) (1)	$	2,764		$	1,586			$	6,079		$	4,895
Gross margin (7)		14.0	%		13.9	%			14.0	%		14.6	%

(1) Operating loss is calcuated by deducting total operating expenses and costs 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) Seated tractors are those occupied by drivers.

(6) Includes Intermodal results.

(7) 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.

Balance Sheet and Liquidity

“We ended the quarter with $140.9 million of outstanding debt, a reduction of $5.0 million sequentially from June 30,” added Mr. Simone.  “The pay down was made possible by improved cash flow from operations, which has more than doubled year-over-year for both the quarter and nine months ended September 30.  The strengthening cash flow also enabled us to expand available borrowing capacity on our revolving credit facility to $29.5 million.”

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Third-Quarter 2013 Conference Call Information

USA Truck will hold a conference call to discuss its third-quarter 2013 results on Thursday, October 17, 2013, at 8:00AM CT / 9:00 AM ET. To participate in the call, please dial 1-800-351-6807 (U.S. / Canada) and 1-334-323-7224 (International), access code 541247.  The slide presentation that will accompany the call may be accessed using the following link: https://www.yourcall.com/webecho/GuestLogin.aspx?ConfRef=78215399&Pin=1533.

For those who cannot listen to the live broadcast, the presentation materials and an audio replay of the call will be available at our website, www.usa-truck.com, under the “Presentations” tab of the “Investors” menu.  A telephone replay will also be available by calling 1-877-919-4059, conference code #18903826.

About Non-GAAP Financial Information

EBITDA is a measure used by management to evaluate the Company’s ongoing operations and as a general indicator of its operating cash flow (in conjunction with a cash flow statement that also includes, among other items, changes in working capital and the effect of non-cash charges). The Company defines EBITDA as net income, plus interest expense net of interest income, provision for income taxes, and depreciation and amortization. Management believes EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the comparative evaluation of companies. Because not all companies use identical calculations, the Company's presentation of EBITDA may not be comparable to similarly titled measures of other companies. EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, EBITDA is not intended to be a measure of free cash flow for management's discretionary use as it does not reflect certain cash requirements such as interest payments, tax payments and debt service requirements.

Pursuant to the requirements of Regulation G, we have provided a reconciliation of EBITDA to GAAP net income as an exhibit to this release.

Safe Harbor Statement 

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 andare 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, including risks and uncertainties associated with the unsolicited proposal from Knight Transportation, Inc. to acquire all of the Company’s shares, the impact of the pendency of that proposal on the Company’s relationships with its employees, customers and vendors, the outcome of any litigation related to such proposal, the Board’s recommendation to the shareholders concerning the proposal and the Company’s ability to successfully execute on its strategic road map and meet its long-term financial goals.  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.

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

Financial information in this press release is preliminary and based upon information available to the Company as of the date of this press release.  As such, this information remains subject to the completion of normal quarter-end closing and interim review procedures which could result in changes, some of which could be material, to the preliminary information provided in this press release.

References to the “Company,” “we,” “us,” “our” and words of similar import refer to USA Truck, Inc. and its subsidiary.

About USA Truck

USA Truck is a transportation and logistics provider headquartered in Van Buren, Arkansas, with terminals, offices and staging facilities located throughout the United States.  We transport commodities throughout the continental U.S. 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 service offerings provide customized transportation solutions using the latest technological tools available and multiple modes of transportation.

Company Contact

Cliff Beckham, EVP & CFO

USA Truck

(479) 471-2672

Cliff.Beckham@usa-truck.com

Investor Relations Contact

Harriet Fried / Jody Burfening

LHA

(212) 838-3777

hfried@lhai.com

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USA TRUCK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
	(in thousands, except per share data)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Revenue:
Trucking revenue	$	81,761	$	71,951	$	242,988	$	219,733
Strategic Capacity Solutions revenue		32,095		28,373		87,218		81,934
Base revenue		113,856		100,324		330,206		301,667
Fuel surcharge revenue		27,966		24,092		83,381		75,990
Total revenue		141,822		124,416		413,587		377,657
Operating expenses and costs:
Purchased transportation		37,470		31,373		103,677		93,626
Salaries, wages and employee benefits		34,771		36,276		105,001		106,507
Fuel and fuel taxes		33,224		31,443		101,837		96,780
Operations and maintenance		12,319		10,961		37,476		32,471
Depreciation and amortization		11,633		11,237		33,399		33,571
Insurance and claims		6,807		5,310		19,220		15,573
Operating taxes and licenses		1,400		1,288		4,104		4,184
Communications and utilities		1,014		969		3,084		3,049
Gain on disposal of assets, net		(626)		(490)		(1,444)		(1,756)
Other		4,014		4,574		11,209		13,142
Total operating expenses and costs		142,026		132,941		417,563		397,147
Operating loss		(204)		(8,525)		(3,975)		(19,490)
Other expenses (income):
Interest expense		967		1,034		2,752		3,043
Other, net		(611)		(32)		(711)		(155)
Total other expenses, net		356		1,002		2,041		2,888
Loss before income taxes		(560)		(9,527)		(6,016)		(22,378)
Income tax expense (benefit)		42		(3,455)		(1,542)		(7,947)
Net loss and Comprehensive loss	$	(602)	$	(6,072)	$	(4,474)	$	(14,431)
Net loss per share information:
Average shares outstanding (Basic)		10,322		10,312		10,324		10,310
Basic loss per share	$	(0.06)	$	(0.59)	$	(0.43)	$	(1.40)
Average shares outstanding (Diluted)		10,322		10,312		10,324		10,310
Diluted loss per share	$	(0.06)	$	(0.59)	$	(0.43)	$	(1.40)

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USA TRUCK, INC.
RECONCILIATION OF NET INCOME TO EARNINGS BEFORE INTEREST, TAXES AND DEPRECIATION AND AMORTIZATION (EBITDA)
(UNAUDITED)
	(in thousands)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Net Loss	$	(602)	$	(6,072)	$	(4,474)	$	(14,431)
Add:
Income taxes expense (benefit)		42		(3,455)		(1,542)		(7,947)
Interest, net		967		1,034		2,752		3,043
Depreciation and amortization		11,633		11,237		33,399		33,571
EBITDA	$	12,040	$	2,744	$	30,135	$	14,236

EX-99.2