Note 3 - Stock-Based Compensation

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note 3 – Stock-Based CompensatioN

The USA Truck, Inc. 2004 Equity Incentive Plan provides for the granting of incentive or nonqualified options or other equity-based awards covering up to 1,125,000 shares of Common Stock to directors, officers and other key employees. No options were awarded under this 2004 Equity Incentive Plan for less than the fair market value of the Common Stock as defined in the 2004 Equity Incentive Plan at the date of grant. Options granted under the 2004 Equity Incentive Plan generally vest ratably over three to five years. The option price under the 2004 Equity Incentive Plan is the fair market value of our Common Stock at the date the options were granted. The exercise prices of outstanding options granted under the 2004 Equity Incentive Plan range from $2.88 to $22.54 as of March 31, 2014. At March 31, 2014, 613,396 shares were available for future options or other equity awards under this 2004 Equity Incentive Plan. The Company issues new shares upon the exercise of stock options.

Compensation expense related to incentive and nonqualified stock options granted under the Company’s 2004 Equity Incentive Plan is included in salaries, wages and employee benefits in the accompanying consolidated statements of operations. The amount of compensation expense recognized, net of forfeiture recoveries, is reflected in the table below for the periods indicated.

	(in thousands)
	Three Months Ended
	March 31,
	2014		2013
Compensation expense	$	10	$	15

The table below sets forth the assumptions used to value stock options granted during the periods indicated. No stock options were granted during the three-month period ended March 31, 2014.

	2014			2013
Dividend yield		0	%		0	%
Expected volatility		0	%		35.6	%
Risk-free interest rate		0	%		1.2	%
Expected life (in years)		0			6.25

The expected volatility is a measure of the expected fluctuation in our share price based on the historical volatility of our stock. 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. Expected life represents the length of time we anticipate the options to be outstanding before being exercised. In addition to the above, we also include a factor for anticipated forfeitures, which represents the number of shares under options expected to be forfeited over the expected life of the options.

Information related to option activity for the three months ended March 31, 2014 is as follows:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (1)
Outstanding - beginning of year		109,871		$	9.49
Granted		--			--
Exercised		(12,538	)		12.49			$	--
Cancelled/forfeited		(214	)		11.73
Expired		(9,698	)		13.36
Outstanding at March 31, 2014		87,421		$	8.63		5.3	$	571,519
Exercisable at March 31, 2014		43,587		$	11.37		3.2	$	185,022

(1) The intrinsic value of outstanding and exercisable stock options is determined based on the amount by which the market value of the underlying stock exceeds the exercise price of the option. The per share market value of our Common Stock, as determined by the closing price on March 31, 2014 (the last trading day of the quarter), was $14.72.

Compensation expense related to restricted stock awarded under our equity incentive plans is included in salaries, wages and employee benefits in the accompanying consolidated statements of operations. The compensation expense recognized is based on the market value of our Common Stock on the date the restricted stock award is granted and is not adjusted in subsequent periods. The amount to be recognized, net of forfeiture recoveries, is amortized over the vesting period. The amount of compensation expense recognized is reflected in the table below for the periods indicated.

	(in thousands)
	Three Months Ended
	March 31,
	2014		2013
Compensation expense (credit)	$	106	$	(104	)

Information related to the restricted stock awarded under the 2004 Equity Incentive Plan for the three months ended March 31, 2014, is as follows:

	Number of Shares			Weighted Average Grant Price (1)
Nonvested shares – December 31, 2013		199,619			7.20
Granted		632			14.03
Forfeited		(522	)		5.69
Vested		(24,723	)		4.87
Nonvested shares – March 31, 2014		175,006			7.56

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

In July 2008, the Executive Compensation Committee of the Board of Directors of the Company, pursuant to the 2004 Equity Incentive Plan, granted thereunder awards totaling 200,000 restricted shares of our common stock to certain of our officers. The grants were made effective as of July 18, 2008 and were valued at $12.13 per share, which was the closing price of our common stock on the NASDAQ Stock Market on that date. Each officer’s restricted shares of common stock will vest in varying amounts over the ten year period beginning April 1, 2011, subject to our attainment of defined retained earnings growth. Management must attain an average five-year trailing retained earnings annual growth rate of 10.0% (before dividends) in order for the shares to qualify for full vesting (pro rata vesting will apply down to 50.0% at a 5.0% annual growth rate). Any shares that fail to vest as a result of our failure to attain a performance goal will forfeit and result in the recovery of the previously recorded expense. These forfeited shares will revert to the 2004 Equity Incentive Plan where they will remain available for grants under the terms of that Plan until that Plan expires in 2014. During the second quarter of 2011, management determined that the performance criteria would not be met for the shares that were scheduled to vest on April 1, 2012 and April 1, 2013. At that time, these shares were deemed forfeited and recorded as Treasury Stock. During the first quarter of 2013, management determined that it is probable that the performance criteria would not be met for the shares that were scheduled to vest on April 1, 2014, April 1, 2015 and April 1, 2016. During the fourth quarter of 2013, management determined that it is probable that the performance criteria would not be met for the shares that were scheduled to vest on April 1, 2017. Accordingly, the shares remain outstanding until their scheduled vesting dates, at which time their forfeitures become effective and the shares revert to the 2004 Equity Incentive Plan.

The table below sets forth the information relating to the forfeitures of these shares.

July 16, 2008 Restricted Stock Award Forfeitures
Scheduled Vest Date	Date Deemed Forfeited and Recorded as Treasury Stock	Shares Forfeited (in thousands)		Expense Recovered (in thousands)		Date Shares Returned to Plan
April 1, 2011	September 30, 2010		9	$	70	April 1, 2011
April 1, 2012	September 30, 2011		8		66	April 1, 2012
April 1, 2013	September 30, 2011		15		101	April 1, 2013
April 1, 2014	February 28, 2013		9		78	April 1, 2014
April 1, 2015	February 28, 2013		9		65	April 1, 2015
April 1, 2016	February 28, 2013		9		56	April 1, 2016
April 1, 2017	December 31, 2013		7		44	April 1, 2017

Information set forth in the following table is related to stock options and restricted stock as of March 31, 2014.

	(in thousands, except weighted average data)
	Stock Options		Restricted Stock
Unrecognized compensation expense	$	33	$	502
Weighted average period over which unrecognized compensation expense is to be recognized (in years)		2.3		3.3

On February 25, 2014, the Executive Compensation Committee approved the USA Truck, Inc. 2014 Management Bonus Plan. Plan participants, consisting of executive and other key management personnel, will be paid a cash percentage and an equity percentage of their base salaries (payable in restricted stock), corresponding with the achievement of certain levels of consolidated 2014 pretax income.

On February 25, 2014, the Board of Directors adopted the USA Truck, Inc. 2014 Omnibus Incentive Plan (the “Incentive Plan”) and submitted the Incentive Plan to our stockholders for their approval at the Annual Meeting of Stockholders (the “Annual Meeting”), scheduled for May 23, 2014. If approved by the stockholders, the Incentive Plan will be effective as of the date of the Annual Meeting. The Incentive Plan is intended to replace the 2004 Equity Incentive Plan, which expired on May 5, 2014. If the Incentive Plan is approved by the stockholders, no further awards would be made after such date under the 2004 Equity Incentive Plan.