8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________________________

FORM 8-K/A

(Amendment No. 1)

___________________________________________________________________

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 18, 2018

___________________________________________________________________

USA Truck, Inc.

___________________________________________________________________

(Exact name of registrant as specified in its charter) 

Delaware	1-35740	71-0556971
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS 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)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

___________________________________________________________________

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:

[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
	Emerging growth company [ ]
	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition [ ]

EXPLANATORY NOTE

On October 18, 2018, USA Truck, Inc., a Delaware corporation (the "Company"), completed the acquisition of all the outstanding equity of Davis Transfer Company Inc., a Georgia corporation (“DTC”), Davis Transfer Logistics Inc., a Georgia corporation (“DTL”), and B & G Leasing, L.L.C., a Georgia limited liability company, (“B & G,” and collectively with DTC and DTL, “Davis”). This Amendment No. 1 to the Current Report on Form 8-K is being filed to amend the Current Report on Form 8-K filed October 19, 2018 (the "Original Form 8-K") with the Securities and Exchange Commission. This Amendment No. 1 amends Item 9.01 of the Original Form 8-K to present certain financial statements of Davis and to present certain unaudited pro forma financial statements of the Company in connection with the Company's acquisition of Davis. All of the other information in the Original Form 8-K remains unchanged.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited financial statements of Davis as of December 31, 2017 and 2016, and for the years then ended, the notes related thereto, and the report of Grant Thornton, LLP are filed as Exhibit 99.2 and are incorporated in their entirety herein by reference.

The unaudited financial statements for Davis as of September 30, 2018, and the related statements of income and cash flows for the nine months ended September 30, 2018 and 2017, and the notes related thereto, are filed as Exhibit 99.3 and are incorporated in their entirety herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma consolidated financial statements of the Company as of and for the nine months ended September 30, 2018 and for the year ended December 31, 2017 giving effect to the acquisition of Davis, are filed as Exhibit 99.4 and are incorporated in their entirety herein by reference. Such unaudited pro forma consolidated financial statements are not necessarily indicative of the operating results and financial position that actually would have been achieved if the acquisition had been in effect on the dates indicated or that may be achieved for future periods, and should be read in conjunction with the financial statements of the Company and Davis.

(d) Exhibits.

EXHIBIT
NUMBER	EXHIBIT DESCRIPTION
23.1	Consent of Independent Auditor - Grant Thornton, LLP
99.2	Davis Audited Financial Statements as of December 31, 2017 and 2016, and for the Years Then Ended, the Notes Thereto, and the Report of Grant Thornton, LLP
99.3	Davis Unaudited Condensed Financial Statements as of September 30, 2018 and for the Nine Months Ended September 30, 2018 and 2017, and the Notes Thereto.
99.4	Unaudited Pro Forma Consolidated Financial Statements of the Company as of and for the Nine Months Ended September 30, 2018 and the Year Ended December 31, 2017, and the Notes Thereto.

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: December 21, 2018	By:	/s/ Jason R. Bates
		Jason R. Bates
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
23.1	Consent of Independent Auditor - Grant Thornton LLP
99.2	Davis Audited Financial Statements as of December 31, 2017 and 2016, and for the Years Then Ended, the Notes Thereto, and the Report of Grant Thornton LLP
99.3	Davis Unaudited Condensed Financial Statements as of September 30, 2018 and for the Nine Months Ended September 30, 2018 and 2017, and the Notes Thereto.
99.4	Unaudited Pro Forma Consolidated Financial Statements of the Company as of and for the Nine Months Ended September 30, 2018 and the Year Ended December 31, 2017, and the Notes Thereto.

EX-23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated December 21, 2018, with respect to the consolidated financial statements of Davis Transfer Company, Inc. included in the Current Report of USA Truck, Inc. on Form 8-K/A dated December 21, 2018. We hereby consent to the incorporation by reference of said report in the Registration Statements of USA Truck, Inc. on Forms S-8 (File No. 333-218573, effective June 7, 2017, File No. 333-196695, effective June 11, 2014, File No. 333-117856, effective August 2, 2004, File No. 333-40317, effective November 14, 1997) and Form S-3 (File No. 333-224571, effective May 1, 2018).

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

December 21, 2018

EX-99.2

Davis Transfer Company, Inc.

Consolidated Financial Statements

December 31, 2017 and 2016

Davis Transfer Company, Inc.

Table of Contents

December 31, 2017 and 2016

Report of Independent Certified Public Accountants	2
Consolidated Financial Statements
Consolidated Balance Sheets	3
Consolidated Statements of Income	4
Consolidated Statements of Changes in Stockholders’ Equity	5
Consolidated Statements of Cash Flows	6
Notes to Consolidated Financial Statements	7

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors

USA Truck, Inc.

We have audited the accompanying consolidated financial statements of Davis Transfer Company, Inc. (a Georgia corporation) and its consolidated variable interest entities, which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Davis Transfer Company, Inc. and its consolidated variable interest entities as of December 31, 2017 and 2016, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

December 21, 2018

Davis Transfer Company, Inc.

CONSOLIDATED BALANCE SHEETS

	December 31,
Assets	2017			2016
Current assets:
Cash	$	1,692,329		$	690,876
Accounts receivable, net of allowance for doubtful accounts of $95,964 and $91,066, respectively	4,770,155			4,400,344
Inventories, net	72,622			188,388
Prepaid expenses and other current assets	908,466			954,873
Total current assets	7,443,572			6,234,481
Property and equipment:
Buildings and leasehold improvements	239,770			239,770
Revenue equipment	49,657,692			54,396,253
Service, office and other equipment	4,358,804			4,271,382
Property and equipment, at cost	54,256,266			58,907,405
Accumulated depreciation	(27,343,007		)	(33,283,161		)
Property and equipment, net	26,913,259			25,624,244
Total assets	$	34,356,831		$	31,858,725
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	312,735			585,811
Accrued expenses	1,134,467			964,483
Debt - current	8,468,043			9,162,965
Total current liabilities	9,915,245			10,713,259
Debt - long-term	10,585,368			9,343,150
Total liabilities	20,500,613			20,056,409
Stockholders’ equity:
Common stock	20,000			20,000
Additional paid-in capital	1,000,100			1,000,100
Retained earnings	12,836,118			10,782,216
Total stockholders’ equity	13,856,218			11,802,316
Total liabilities and stockholders’ equity	$	34,356,831		$	31,858,725

The accompanying notes are an integral part of these consolidated financial statements.

Davis Transfer Company, Inc.

CONSOLIDATED STATEMENTS OF INCOME

	For the Years Ended		For the Years Ended
	December 31,		December 31,
	2017		2016
Operating revenue	$	45,611,825	$	42,243,127
Operating expenses:
Salaries, wages and employee benefits	14,471,962		15,358,036
Fuel and fuel taxes	7,154,833		7,280,763
Depreciation and amortization	4,030,118		4,501,723
Insurance and claims	2,065,469		2,003,937
Operations and maintenance	4,645,804		5,443,590
Purchased transportation	6,607,928		2,768,613
Loss (gain) on disposal of assets, net	1,006,289		(157,461		)
Other	2,272,694		2,597,568
Total operating expenses	42,255,097		39,796,769
Operating income	3,356,728		2,446,358
Other expenses:
Interest expense, net	523,971		402,941
Other, net	69,359		57,629
Total other expenses, net	593,330		460,570
Net income	$	2,763,398	$	1,985,788

The accompanying notes are an integral part of these consolidated financial statements.

Davis Transfer Company, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

			Additional					Total
	Common		Paid-in		Retained			Stockholders'
	Stock		Capital		Earnings			Equity
Balance at December 31, 2015	$	20,000	$	1,000,100	$	12,231,541		$	13,251,641
Net Income	—		—		1,985,788			1,985,788
Distributions	—		—		(3,435,113		)	(3,435,113		)
Balance at December 31, 2016	20,000		1,000,100		10,782,216			11,802,316
Net Income	—		—		2,763,398			2,763,398
Distributions	—		—		(709,496		)	(709,496		)
Balance at December 31, 2017	$	20,000	$	1,000,100	$	12,836,118		$	13,856,218

*$10 par value; 15,000 shares authorized; 2,000 shares issued and outstanding

The accompanying notes are an integral part of these consolidated financial statements.

Davis Transfer Company, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended
	December 31,
Operating activities	2017			2016
Net income	$	2,763,398		$	1,985,788
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,030,118			4,501,723
Loss (gain) on disposal of assets, net	1,006,289			(157,461		)
Provision for doubtful accounts	5,000			32,500
Changes in operating assets and liabilities:
Accounts receivable	(374,811		)	(635,594		)
Inventories, prepaid expenses and other current assets	162,173			(48,046		)
Trade accounts payable and accrued expenses	(103,092		)	411,334
Net cash provided by operating activities	7,489,075			6,090,244
Investing activities
Purchases of property and equipment	(8,738,155		)	(7,706,884		)
Proceeds from sale of property and equipment	2,412,733			1,459,432
Net cash used in investing activities	(6,325,422		)	(6,247,452		)
Financing activities
Borrowings under long-term debt	34,716,866			29,426,771
Principal payments on long-term debt	(34,169,570		)	(26,881,448		)
Distributions	(709,496		)	(3,435,113		)
Net cash used in financing activities	(162,200		)	(889,790		)
Increase (decrease) in cash and cash equivalents	1,001,453			(1,046,998		)
Cash and cash equivalents:
Beginning of year	690,876			1,737,874
End of year	$	1,692,329		$	690,876

The accompanying notes are an integral part of these consolidated financial statements.

Davis Transfer Company, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2017 and 2016

NOTE1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Davis Transfer Company, Inc. (DTCI) is a truckload carrier, headquartered in Carnesville, Georgia, with customers primarily in the southeastern United States.

Principles of Consolidation

The accompanying consolidated financial statements included in the accounts of DTCI, Georgia Carolina Salvage, LLC, Davis Transfer Logistics, LLC, B&G Leasing, LLC, and STB Leasing, LLC the wholly-owned subsidiary of B&G Leasing, LLC, (collectively, the Company). B&G Leasing, LLC and its subsidiary are limited liability companies whose sole activity is leasing tractors and trailers and an airplane to the Company. Georgia Carolina Salvage, LLC is a limited liability company whose sole activity is selling salvaged truck parts. Davis Transfer Logistics, LLC is a limited liability company whose sole activity is brokering loads to third-party carriers and to DTCI. Intercompany transactions and balances have been eliminated in the consolidated financial statements.

Generally accepted accounting principles require that the primary beneficiary of a variable interest entity ("VIE") present consolidated financial statements that include the accounts of the VIE. Management has determined the B&G Leasing, LLC and its wholly-owned subsidiary STB Leasing, LLC, Georgia Carolina Salvage, LLC, and Davis Transfer Logistics, LLC, (all of which are under common ownership with DTCI) are VIEs and DTCI is the primary beneficiary.

Consolidated Variable Interest Entities

DTCI consolidates three variable interest entities, each of which has activity only consisting of performing services for or providing equipment to DTCI. They are as follows:

• B&G Leasing, LLC (B&G) is an entity under common control with DTCI. B&G Leasing has a wholly-owned subsidiary, STB Leasing, LLC, which has no activity. B&G’s sole purpose is to lease equipment to DTCI. B&G pays DTCI a management fee and has a note payable to DTCI, both of which eliminate in consolidation. B&G has no assets that are restricted from use by DTCI, and no liabilities that are nonrecourse to DTCI.

• Davis Transfer Logistics, LLC (DTL) is an entity under common control with DTCI. DTL’s sole purpose is to broker loads to third-party carriers and to DTCI, and does not perform this service for any other company. DTL has a note payable to DTCI which eliminates in consolidation. DTL has no assets that are restricted from use by DTCI.

• Georgia Carolina Salvage, LLC (GCS) is an entity under common control with DTCI. GCS’s sole purpose is to sell salvaged truck parts for DTCI, and does not perform this service for any other company. GSC has a note payable to DTCI which eliminates in consolidation. GCS has no assets that are restricted from use by DTCI.

DTCI accounts for these entities as variable interest entities in accordance with ASC 810-10, Consolidation of Variable Interest Entities. DTCI implicitly guarantees the debt of B&G as its lease terms with B&G coincide with the length of B&G’s notes payable with third-party banks. DTCI is the primary beneficiary of all three entities because DTCI has the power to direct the activities that most significantly affect their assets. ASC 810-10 therefore requires these entities to be consolidated into DTCI’s consolidated financial statements.

In addition to the assets and liabilities of B&G, DTL, and GCS that are included in the consolidated financial statements of DTCI, depreciation and interest expense are consolidated in DTCI’s consolidated financial statements. Rent expense related to tractor and trailer rentals from B&G that is paid by DTCI to B&G is eliminated in consolidation.

The table below contains a summary of balances related to VIEs for the years ending December 31, 2017 and 2016:

	2017			2016
Cash and cash equivalents	$	1,625,755		$	562,304
Receivables, net	50,134			(106,076		)
Prepaid expenses and other current assets	15,073			11,644
Revenue equipment	48,835,236			53,602,926
Service, office and other equipment	3,208,976			3,208,977
Property and equipment, at cost	52,044,212			56,811,903
Accumulated depreciation	(25,775,313		)	(31,862,749		)
Property and equipment, net	26,268,899			24,949,154
Accounts payable	—			6,335
Debt - current	7,332,076			7,308,322
Debt - long-term	10,585,368			8,706,690

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors which management believes to be reasonable under the circumstances. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The carrying amount reported in the balance sheets for cash and cash equivalents approximates its fair value.

Inventories

Inventories, composed of tires, repair parts and supplies, and salvaged trucks and parts, are stated at the lower of cost (first-in, first-out), or net realizable value. The Company’s reserve for inventory obsolescence was $134,328 for each of the years ended December 31, 2017, and December 31, 2016.

Revenue and Cost Recognition

Revenue is recognized when loads are delivered. Costs are expensed as incurred.

Accounts Receivable

Management closely monitors outstanding accounts receivable and charges to expense any balances that are determined to be uncollectible. The Company also provides an allowance for uncollectible accounts receivable based on management’s judgement considering current qualitative factors and historical experience. The Company does not require collateral on its accounts receivable.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Repairs and maintenance that significantly extend the useful life of an asset are capitalized, while routine repairs and maintenance are expensed as incurred. Property and equipment is depreciated to the estimated useful salvage value using the straight-line method over the estimated useful lives of the assets as follows:

	Life - Years	Salvage Value
Revenue Equipment - Tractors	5	25%
Revenue Equipment - Trailers	5 - 12	35%
Furniture, fixtures and equipment	3 - 5	N/A
Leasehold improvements	3 - 15	N/A

Salvage value ranges from zero to 35% of the capitalized cost. We periodically review the reasonableness of our estimates regarding useful lives and salvage value for our revenue equipment based upon our experience with similar assets, conditions in the used revenue equipment market, and prevailing industry practice.

Valuation of Long-Lived Assets

We review property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We evaluate recoverability of assets to be held and used by comparing the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company performed the impairment analysis of the carrying value of its fleet, which is the lowest level of identifiable cash flows. Our analysis of undiscounted cash flows indicated no impairment existed for long-lived assets at December 31, 2017 and 2016.

Advertising

The Company charges advertising costs to expense as incurred. The Company incurred advertising expenses of $35,058 and $46,584 during the years ended December 31, 2017 and 2016, respectively.

Income Taxes

Effective October 1, 1999, DTCI’s stockholders elected for DTCI to be an S Corporation for federal income tax purposes, and for those states that recognize S Corporation status. The income or loss of an S Corporation is not taxed at the corporate level; it is reported on the income tax returns of its stockholders and is taxed at the stockholder level. No provision for federal income taxes, or for those states that recognize S Corporation status, has been recorded in the consolidated financial statements. Certain states do not recognize S Corporation elections and, if required, an income tax provision is made for those states.

B&G Leasing, LLC and Georgia Carolina Salvage, LLC are treated as partnerships for income tax purposes and do not incur income tax at the corporate level. Instead, their earnings and losses are included in the personal income tax returns of their members and are taxed in accordance with their personal tax situations.

Income for financial reporting purposes differs from income reported on the Company’s income tax returns because of temporary and permanent differences in recognizing certain items of revenue and expense. The most significant differences arise from the use of different methods of calculating depreciation.

Management considers the likelihood of changes by taxing authorities in its income tax returns and recognizes a liability or discloses potential significant changes that management believes are more likely than not to occur upon examination by tax authorities, including changes to DTCI’s status as an S Corporation. Management has not identified any uncertain tax positions that require recognition or disclosure in the accompanying consolidated financial statements. The Company’s income tax returns for the past three years are subject to examination by tax authorities, and may change upon examination.

The Tax Cuts and Jobs Act of 2017 was signed into law on December 22, 2017. The law includes significant changes to the U.S. corporate income tax system. The legislation did not have a material impact on the Company’s consolidated financial statements because, as an S Corporation, it is not subject to federal income tax and the tax effect of its activities are passed through to its stockholders.

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-9, Revenue from Contracts with Customers (“ASU 2014-9”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-9 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 2014-9 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 previous GAAP. Transportation revenue under the new standard changed from recognition of revenue at completion of delivery to recognizing revenue proportionately as the transportation services are performed. This change did not materially impact our operations or IT infrastructure. The Company adopted ASU 2014-9 effective January 1, 2018 using the modified retrospective method.

In February 2016, the FASB issued ASU No. 2016-2, 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 of 2019, requires a modified retrospective transition approach unless the practical expedient described in ASU 2018-11 is elected, which allows entities to apply the new standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company expects the adoption of this standard to have an immaterial impact on our consolidated balance sheets, but not our statement of operations. The Company expects to elect the transition relief practical expedient described under ASU 2018-11 and not recast comparative periods in the transition to ASC 842.

Subsequent Events

On October 18, 2018, the equity holders (collectively, “Sellers”) of Davis Transfer Company Inc., a Georgia corporation (“DTC”), Davis Transfer Logistics Inc., a Georgia corporation (“DTL”), and B & G Leasing, L.L.C., a Georgia limited liability company (“B & G,” and collectively with DTC and DTL, “Davis”) entered into an Equity Purchase Agreement (the “Agreement”) with the management of USA Truck, Inc., a Delaware corporation. USA Truck is headquartered in Van Buren, Arkansas, with trucking facilities concentrated in the eastern half of the United

States. In addition to truckload and dedicated freight service offerings, the Company provides freight brokerage, logistics, and rail intermodal service offerings through its logistics segment.

Pursuant to the Agreement, all of Davis’ issued and outstanding equity interests were purchased in a cash-free, debt-free transaction (the “Transaction”). Cash totaling $52.25 million and USA Truck, Inc., stock worth $750,000 was paid to acquire Davis. The Agreement contains customary representations, warranties, covenants, and indemnification provisions, including an escrow to secure Sellers’ indemnification obligations to the Company.

Management evaluates events occurring subsequent to the date of the consolidated financial statements in determining the accounting for and disclosure of transactions and events that affect the consolidated financial statements. Subsequent events have been evaluated through December 21, 2018, which is the date the consolidated financial statements were available to be issued. No other subsequent events were identified requiring additional recognition or disclosure in the accompanying financial statements.

NOTE2. PROPERTY AND EQUIPMENT

	2017			2016
Revenue Equipment - Tractors	$	29,900,628		$	35,683,049
Revenue Equipment - Trailers	19,757,064			18,713,205
Service, office and other equipment	4,358,804			4,271,381
Buildings and leasehold improvements	239,770			239,770
	54,256,266			58,907,405
Accumulated depreciation	(27,343,007		)	(33,283,161		)
	$	26,913,259		$	25,624,244

Depreciation expense was $4,030,118 and $4,501,723 in 2017 and 2016, respectively. Substantially all of the tractors and trailers are owned by B&G Leasing, LLC.

NOTE 3. CONCENTRATIONS

Customers include large grocery and home improvement retail chains, as well as large wholesale distributors of consumer goods. Three customers in 2017 and two customers in 2016 individually provided over 10% of the Company’s revenues. In aggregate, these customers accounted for 57% and 40% of revenues in 2017 and 2016, respectively.

Three customers in 2017 and two customers in 2016 individually accounted for over 10% of the Company’s accounts receivable at year end. In aggregate, these customers accounted for 54% and 44% of accounts receivable at December 31, 2017 and 2016, respectively.

Credit risk with respect to accounts receivable, except for the customers mentioned above, is limited because of the large number of customers comprising the Company’s customer base and their dispersion across different geographic areas.

NOTE 4. LINE OF CREDIT

The Company had a $3,000,000 line of credit with a bank. The credit line bears interest at the overnight LIBOR plus 2.25%, payable monthly. Accounts receivable are pledged as collateral on the line of credit and the Company’s owners have given their personal guarantees. As part of the line of credit, the bank provides a $500,000 letter of credit subfeature. At both December 31, 2017 and 2016, the Company had no outstanding letters of credit. Available credit under the line is the lesser of $3,000,000 or 80% of eligible accounts receivable less $50,000. As of December 31, 2017 and 2016, the Company had $968,215 and $2,241,500, respectively, outstanding under the line of credit. The line of credit expired on July 29, 2018 and the debt was fully extinguished.

The line of credit agreement contains financial covenants and restrictions on purchases of capital assets, cash distributions, and loans to stockholders. The Company was in compliance as of December 31, 2017 and 2016.

NOTE 5. LONG-TERM DEBT

The Company financed tractors and trailers with notes payable to various banks and lending institutions that totaled $18,085,196 and $16,264,614 at December 31, 2017 and 2016, respectively. The notes are due in installments over periods ranging from 36 to 60 months. Many of the notes require balloon payments. Fixed interest rates on the notes outstanding at December 31, 2017 range from 2.49% to 3.78%, while variable interest rates were 2.5% plus LIBOR. Most of the tractors and trailers owned by B&G Leasing, LLC are pledged as collateral for these notes, and the owners of the Companies have given their personal guarantees. These notes payable are subject to certain financial and reporting covenants. The Company was in compliance as of December 31, 2017 and 2016.

The following is a summary of principal maturities of consolidated long-term debt for the years ending December 31, 2017:

2018	$	8,468,043
2019	622,133
2020	3,231,573
2021	5,566,873
2022	1,164,789
	$	19,053,411

NOTE 6. RELATED PARTY TRANSACTIONS

DTCI charged B&G Leasing, LLC a management fee of $550,000 in 2017 and $320,833 in 2016. Also, DTCI leased tractors and trailers from B&G Leasing, LLC. These intercompany transactions were eliminated in consolidation.

The insurance agent for the Company’s medical plan is the spouse of one of the owners. The spouse receives commissions on insurance premiums paid by the Company.

Office and shop space in Carnesville, Georgia is rented under an operating lease from the Company’s owners on a month-to-month basis. Rent expense for this space was $180,000 in 2017 and $160,000 in 2016.

NOTE 7. EMPLOYEE BENEFIT PLAN

The Company offers a 401(k) plan to all employees meeting certain eligibility requirements. Employees may contribute up to 20% of their eligible compensation to the plan, subject to the limits of Section 401(k) of the Internal Revenue Code. The Company did not make any matching contributions for 2017 and 2016.

NOTE 8. COMMITMENTS AND CONTINGENCIES

In addition to the office and shop space described in Note 6, the Company leases terminal facilities, drop yards, and trailers under month-to-month operating leases. Total rent expense, including the related party leases described in Note 6, was $389,482 and $406,329 in 2017 and 2016, respectively.

The Company is subject to routine litigation, claims, or assessments in the normal course of business. Although the timing or outcome of any threatened or pending legal proceedings cannot be predicted with certainty, management believes the ultimate resolution of any such matters will not have a material adverse impact on the Company’s liquidity, financial position, or results of operations.

As of December 31, 2017, the future minimum payments including interest 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.

2018	$	86,155
2019	83,460
2020	83,460
2021	55,640
2022	—
	$	308,715

NOTE 9. INSURANCE - AUTO & WORKERS COMPENSATION

The Company self-insures for physical damage for its truck fleet. The Company carries liability insurance with a $50,000 deductible per occurrence and a stop loss provision at $250,000 per occurrence. Management believes that they have made adequate provision in the consolidated financial statements for any losses that might have been sustained by the Company as of December 31, 2017 and 2016. The self-insurance accrual for physical damage was $494,533 and $466,911 at December 31, 2017 and 2016, respectively, and is recorded in accrued liabilities.

The primary risks for which the Company is insured are cargo loss and damage, general liability, personal injury, property damage, workers’ compensation and employee medical expenses. The Company is self-insured for a portion of claims exposure in each of these areas, excluding workers’ compensation for which it is fully insured with a $0 deductible. The Company’s self-insurance retention levels are $5,000 for cargo loss and damage claims per occurrence and $50,000 for bodily injury and property damage claims per occurrence. For medical benefits, the Company is fully insured. The Company maintains insurance above the amounts for which it self-insures, subject to certain limits, with licensed insurance carriers. The Company has excess general, auto and employer’s liability coverage in amounts substantially exceeding minimum legal requirements. The Company is completely self-insured for physical damage to its own tractors and trailers, except that the Company carries catastrophic physical damage coverage to protect against natural disasters.

EX-99.3

Davis Transfer Company, Inc.

Condensed Consolidated Financial Statements

September 30, 2018 and 2017

Davis Transfer Company, Inc.

Table of Contents

September 30, 2018 and 2017

Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Income	4
Condensed Consolidated Statements of Changes in Stockholders’ Equity	5
Condensed Consolidated Statements of Cash Flows	6
Notes to Condensed Consolidated Financial Statements	7

Davis Transfer Company, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2018			December 31, 2017
Assets
Current assets:
Cash	$	3,581,923		$	1,692,329
Accounts receivable, net of allowance for doubtful accounts of $95,964 and $91,066, respectively	4,427,993			4,770,155
Inventories, net	87,000			72,622
Prepaid expenses and other current assets	1,071,879			908,466
Total current assets	9,168,795			7,443,572
Property and equipment:	239,520			239,770
Buildings and leasehold improvements	45,445,732			49,657,692
Revenue equipment	4,370,560			4,358,804
Service, office and other equipment	50,055,812			54,256,266
Property and equipment, at cost	(25,199,683		)	(27,343,007		)
Accumulated depreciation	24,856,129			26,913,259
Property and equipment, net	$	34,024,924		$	34,356,831
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	496,001		$	312,735
Accrued expenses	1,239,104			1,134,467
Debt - current	5,105,257			8,468,043
Total current liabilities	6,840,362			9,915,245
Debt - long-term	9,933,290			10,585,368
Total liabilities	16,773,652			20,500,613
Stockholders’ equity:
Common stock	20,000			20,000
Additional paid-in capital	1,000,100			1,000,100
Retained earnings	16,231,172			12,836,118
Total stockholders’ equity	17,251,272			13,856,218
Total liabilities and stockholders’ equity	$	34,024,924		$	34,356,831

The accompanying notes are an integral part of these condensed consolidated financial statements.

Davis Transfer Company, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	For the Nine Months Ended
	September 30,
	2018		2017
Operating revenue	$	38,619,554	$	33,524,209
Operating expenses:
Salaries, wages and employee benefits	9,050,397		11,044,491
Fuel and fuel taxes	4,855,361		5,412,005
Depreciation and amortization	3,158,191		2,943,026
Insurance and claims	1,611,621		1,506,403
Operations and maintenance	2,854,672		3,628,149
Purchased transportation	10,003,046		4,192,325
Loss on disposal of assets, net	427,359		827,830
Other	1,837,878		1,724,475
Total operating expenses	33,798,525		31,278,704
Operating income	4,821,029		2,245,505
Other expenses:
Interest expense, net	425,361		386,493
Other, net	40,862		44,260
Total other expenses, net	466,223		430,753
Net income	$	4,354,806	$	1,814,752

The accompanying notes are an integral part of these condensed consolidated financial statements.

Davis Transfer Company, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF

CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

			Additional					Total
	Common		Paid-in		Retained			Stockholders'
	Stock*		Capital		Earnings			Equity
Balance at December 31, 2017	$	20,000	$	1,000,100	$	12,836,118		$	13,856,218
Net Income	—		—		4,354,806			4,354,806
Distributions	—		—		(959,752		)	(959,752		)
Balance at September 30, 2018	$	20,000	$	1,000,100	$	16,231,172		$	17,251,272

*$10 par value; 15,000 shares authorized; 2,000 shares issued and outstanding

The accompanying notes are an integral part of these condensed consolidated financial statements.

Davis Transfer Company, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30,
Operating activities	2018			2017
Net income	$	4,354,806		$	1,814,752
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,158,191			2,943,026
Loss (gain) on disposal of assets, net	427,359			827,830
Provision for doubtful accounts	4,898			5,000
Changes in operating assets and liabilities:
Accounts receivable	337,264			(633,907		)
Inventories, prepaid expenses and other current assets	(177,791		)	47,142
Trade accounts payable and accrued expenses	287,903			(236,927		)
Net cash provided by operating activities	8,392,630			4,766,916
Investing activities
Purchases of property and equipment	(3,117,108		)	(4,927,954		)
Proceeds from sale of property and equipment	1,588,688			2,347,362
Net cash used in investing activities	(1,528,420		)	(2,580,592		)
Financing activities
Borrowings under long-term debt	25,907,531			25,048,621
Principal payments on long-term debt	(29,922,395		)	(26,051,451		)
Distributions	(959,752		)	(488,531		)
Net cash used in financing activities	$	(4,974,616	)	$	(1,491,361	)
Increase (decrease) in cash and cash equivalents	1,889,594			694,963
Cash and cash equivalents:
Beginning of year	1,692,329			690,876
End of year	3,581,923			1,385,839

The accompanying notes are an integral part of these condensed consolidated financial statements.

Davis Transfer Company, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018 and 2017

NOTE1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Davis Transfer Company, Inc. (DTCI) is a truckload carrier, headquartered in Carnesville, Georgia, with customers in primarily the southeastern United States.

Principles of Consolidation

The accompanying consolidated financial statements included in the accounts of DTCI, Georgia Carolina Salvage, LLC, Davis Transfer Logistics, LLC, B&G Leasing, LLC, and STB Leasing, LLC the wholly-owned subsidiary of B&G Leasing, LLC, (collectively, the Company). B&G Leasing, LLC and its subsidiary are limited liability companies whose sole activity is leasing tractors and trailers and an airplane to the Company. Georgia Carolina Salvage, LLC is a limited liability company whose sole activity is selling salvaged truck parts. Davis Transfer Logistics, LLC is a limited liability company whose sole activity is brokering loads to third-party carriers and to DTCI. Intercompany transactions and balances have been eliminated in the consolidated financial statements.

Generally accepted accounting principles require that the primary beneficiary of a variable interest entity ("VIE") present consolidated financial statements that include the accounts of the VIE. Management has determined the B&G Leasing, LLC and its wholly-owned subsidiary STB Leasing, LLC, Georgia Carolina Salvage, LLC, and Davis Transfer Logistics, LLC, (all of which are under common ownership with DTCI) are VIEs and DTCI is the primary beneficiary.

Consolidated Variable Interest Entities

DTCI consolidates three variable interest entities, each of which has activity only consisting of performing services for or providing equipment to DTCI. They are as follows:

• B&G Leasing, LLC (B&G) is an entity under common control with DTCI. B&G Leasing has a wholly-owned subsidiary, STB Leasing, LLC, which has no activity. B&G’s sole purpose is to lease equipment to DTCI. B&G pays DTCI a management fee and has a note payable to DTCI, both of which eliminate in consolidation. B&G has no assets that are restricted from use by DTCI, and no liabilities that are nonrecourse to DTCI.

• Davis Transfer Logistics, LLC (DTL) is an entity under common control with DTCI. DTL’s sole purpose is to broker loads to third-party carriers and to DTCI, and does not perform this service for any other company. DTL has a note payable to DTCI which eliminates in consolidation. DTL has no assets that are restricted from use by DTCI.

• Georgia Carolina Salvage, LLC (GCS) is an entity under common control with DTCI. GCS’s sole purpose is to sell salvaged truck parts for DTCI, and does not perform this service for any other company. GSC has a note payable to DTCI which eliminates in consolidation. GCS has no assets that are restricted from use by DTCI.

DTCI accounts for these entities as variable interest entities in accordance with ASC 810-10, Consolidation of Variable Interest Entities. DTCI implicitly guarantees the debt of B&G as its lease terms with B&G coincide with the length of B&G’s notes payable with third-party banks. DTCI is the primary beneficiary of all three entities because DTCI has the power to direct the activities that most significantly affect their assets. ASC 810-10 therefore requires these entities to be consolidated into DTCI’s consolidated financial statements.

In addition to the assets and liabilities of B&G, DTL, and GCS that are included in the consolidated financial statements of DTCI, depreciation and interest expense are consolidated in DTCI’s consolidated financial statements. Rent expense related to tractor and trailer rentals from B&G that is paid by DTCI to B&G is eliminated in consolidation. Substantially all of the Company’s cash, property, plant, and equipment, and debt consist of balances that relate to the consolidated VIEs.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors which management believes to be reasonable under the circumstances. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The carrying amount reported in the balance sheets for cash and cash equivalents approximates its fair value.

Inventories

Inventories, composed of tires, repair parts and supplies, and salvaged trucks and parts, are stated at the lower of cost (first-in, first-out), or net realizable value. The Company’s reserve for inventory obsolescence was $134,328 for each of the nine months periods ended September 30, 2018 and 2017.

Revenue and Cost Recognition

Revenue is recognized when loads are delivered. Costs are expensed as incurred.

Accounts Receivable

Management closely monitors outstanding accounts receivable and charges to expense any balances that are determined to be uncollectible. The Company also provides an allowance for uncollectible accounts receivable based on management’s judgement considering current qualitative factors and historical experience. The Company does not require collateral on its accounts receivable.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Repairs and maintenance that significantly extend the useful life of an asset are capitalized, while routine repairs and maintenance are expensed as incurred. Property and equipment is depreciated to the estimated useful salvage value using the straight-line method over the estimated useful lives of the assets as follows:

	Life - Years	Salvage Value
Revenue Equipment - Tractors	5	25%
Revenue Equipment - Trailers	5 - 12	35%
Furniture, fixtures and equipment	3 - 5	N/A
Leasehold improvements	3 - 15	N/A

Salvage value ranges from zero to 35% of the capitalized cost. We periodically review the reasonableness of our estimates regarding useful lives and salvage value for our revenue equipment based upon, our experience with similar assets, conditions in the used revenue equipment market, and prevailing industry practice.

Valuation of long-lived assets

We review property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We evaluate recoverability of assets to be held and used by comparing the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company performed the impairment analysis of the carrying value of its fleet, which is the lowest level of identifiable cash flows. Our analysis of undiscounted cash flows indicated no impairment existed for long-lived assets at September 30, 2017 or 2016.

Advertising

The Company charges advertising costs to expense as incurred. The Company incurred advertising expenses of $8,667 and $30,259 for the nine months ended September 30, 2018 and 2017, respectively.

Income Taxes

Effective October 1, 1999, DTCI’s stockholders elected for DTCI to be an S Corporation for federal income tax purposes, and for those states that recognize S Corporation status. The income or loss of an S Corporation is not taxed at the corporate level; it is reported on the income tax returns of its stockholders and is taxed at the stockholder level. No provision for federal income taxes, or for those states that recognize S Corporation status, has been recorded in the condensed consolidated financial statements. Certain states do not recognize S Corporation elections and, if required, an income tax provision is made for those states.

B&G Leasing, LLC and Georgia Carolina Salvage, LLC are treated as partnerships for income tax purposes and do not incur income tax at the corporate level. Instead, their earnings and losses are included in the personal income tax returns of their members and are taxed in accordance with their personal tax situations.

Income for financial reporting purposes differs from income reported on the Company’s income tax returns because of temporary and permanent differences in recognizing certain items of revenue and expense. The most significant differences arise from the use of different method of calculating depreciation.

Management considers the likelihood of changes by taxing authorities in its income tax returns and recognizes a liability or discloses potential significant changes that management believes are more likely than not to occur upon examination by tax authorities, including changes to DTCI’s status as an S Corporation. Management has not identified any uncertain tax positions that require recognition or disclosure in the accompanying consolidated financial statements. The Company’s income tax returns for the past three years are subject to examination by tax authorities, and may change upon examination.

The Tax Cuts and Jobs Act of 2017 was signed into law on December 22, 2017. The law includes significant changes to the U.S. corporate income tax system. The legislation did not have a material impact on the Company’s consolidated financial statements because, as an S Corporation, it is not subject to federal income tax and the tax effect of its activities are passed through to its stockholders.

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-9, Revenue from Contracts with Customers (“ASU 2014-9”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-9 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 2014-9 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 previous GAAP. Transportation revenue under the new standard changed from recognition of revenue at completion of delivery to recognizing revenue proportionately as the transportation services are performed. This change did not materially impact our operations or IT infrastructure. The Company adopted ASU 2014-9 effective January 1, 2018 using the modified retrospective method. The amount of remaining performance obligations relating to loads in process at 11:59 pm on September 30, 2018 was deemed to be immaterial.

In February 2016, the FASB issued ASU No. 2016-2, 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 of 2019, requires a modified retrospective transition

approach unless the practical expedient described in ASU 2018-11 is elected, which allows entities to apply the new standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company expects the adoption of this standard to have an immaterial impact on our consolidated balance sheets, but not our statement of operations. The Company expects to elect the transition relief practical expedient described under ASU 2018-11 and not recast comparative periods in the transition to ASC 842.

Subsequent Events

On October 18, 2018, the equity holders (collectively, “Sellers”) of Davis Transfer Company Inc., a Georgia corporation (“DTC”), Davis Transfer Logistics Inc., a Georgia corporation (“DTL”), and B & G Leasing, L.L.C., a Georgia limited liability company (“B & G,” and collectively with DTC and DTL, “Davis”) entered into an Equity Purchase Agreement (the “Agreement”) with the management of USA Truck, Inc., a Delaware corporation. USA Truck is headquartered in Van Buren, Arkansas, with trucking facilities concentrated in the eastern half of the United States. In addition to truckload and dedicated freight service offerings, the Company provides freight brokerage, logistics, and rail intermodal service offerings through its logistics segment.

Pursuant to the Agreement, all of Davis’ issued and outstanding equity interests were purchased in a cash-free, debt-free transaction (the “Transaction”). Cash totaling $52.25 million and USA Truck, Inc., stock worth $750,000 was paid to acquire Davis. The Agreement contains customary representations, warranties, covenants, and indemnification provisions, including an escrow to secure Sellers’ indemnification obligations to the Company.

Management evaluates events occurring subsequent to the date of the condensed consolidated financial statements in determining the accounting for and disclosure of transactions and events that affect the consolidated financial statements. Subsequent events have been evaluated through December 21, 2018, which is the date the condensed consolidated financial statements were available to be issued. No other subsequent events were identified requiring additional recognition or disclosure in the accompanying financial statements.

NOTE2. PROPERTY AND EQUIPMENT

	Nine Months Ended			Twelve Months Ended
	September 30,			December 31,
	2018			2017
Revenue Equipment - Tractors	$	25,946,467		$	29,900,628
Revenue Equipment - Trailers	19,499,265			19,757,064
Service, office and other equipment	4,370,560			4,358,804
Buildings and leasehold improvements	239,520			239,770
	50,055,812			54,256,266
Accumulated depreciation	(25,199,683		)	(27,343,007		)
	$	24,856,129		$	26,913,259

Depreciation expense was $3,158,191 and $2,943,026 for the nine months ended September 30, 2018 and 2017, respectively. Substantially all of the tractors and trailers are owned by B&G Leasing, LLC.

NOTE 3. CONCENTRATIONS

Customers include large grocery and home improvement retail chains, as well as large wholesale distributors of consumer goods. As of September 30, 2018 and 2017, three customers individually provided over 10% of the Company’s revenues. In aggregate, these customers accounted for more than 50% of revenues in both the 2018 and 2017 periods, respectively.

As of September 30, 2018 and 2017, three customers individually accounted for over 10% of the Company’s accounts receivable. In aggregate, these customers accounted for more than 50% of accounts receivable in both the 2018 and 2017 periods, respectively.

Credit risk with respect to accounts receivable, except for the customers mentioned above, is limited because of the large number of customers comprising the Company’s customer base and their dispersion across different geographic areas.

NOTE 4. LINE OF CREDIT

The Company had a $3,000,000 line of credit with a bank. The credit line bears interest at the overnight LIBOR plus 2.25%, payable monthly. Accounts receivable are pledged as collateral on the line of credit and the Company’s owners have given their personal guarantees. As part of the line of credit, the bank provides a $500,000 letter of credit subfeature. At September 30, 2018, the Company had no outstanding letters of credit. Available credit under the line is the lesser of $3,000,000 or 80% of eligible accounts receivable less $50,000. At September 30, 2017, the Company had $1,831,299 outstanding under the line of credit. As of September 30, 2018, the Company had no borrowings outstanding under the line of credit. The line expired on July 29, 2018 and the debt was fully extinguished.

The line of credit agreement contains financial covenants and restrictions on purchases of capital assets, cash distributions, and loans to stockholders. The Company was in compliance as of September 30, 2018 and 2017, respectively.

NOTE 5. LONG-TERM DEBT

The Company financed tractors and trailers with notes payable to various banks and lending institutions that totaled $15,038,547 and $18,085,196 at September 30, 2018 and December 31, 2017, respectively. The notes are due in installments over periods ranging from 36 to 60 months. Many of the notes require balloon payments. Fixed interest rates on the notes outstanding at September 30, 2018 range from 2.49% to 3.78%, while variable interest rates were 2.5% plus LIBOR. Most of the tractors and trailers owned by B&G Leasing, LLC are pledged as collateral for these notes, and the owners of the Companies have given their personal guarantees. These notes payable are subject to certain financial and reporting covenants. The Company was in compliance as of September 30, 2018 and 2017, respectively.

The following is a summary of principal maturities of consolidated long-term debt for the nine months ended September 30, 2018:

2018	$	5,105,257
2019	116,043
2020	3,473,115
2021	2,846,098
2022	3,498,034
	$	15,038,547

NOTE 6. RELATED PARTY TRANSACTIONS

DTCI charged B&G Leasing, LLC a management fee of $229,167 and $412,500 for the nine months ended September 30, 2018 and 2017, respectively. Also, DTCI leased tractors and trailers from B&G Leasing, LLC. These intercompany transactions were eliminated in consolidation.

The insurance agent for the Company’s medical plan is the spouse of one of the owners. The spouse receives commissions on insurance premiums paid by the Company.

Office and shop space in Carnesville, Georgia is rented under an operating lease from the Company’s owners on a month-to-month basis. Rent expense for this space was $135,000 and $120,000 for the nine months ended September 30, 2018 and 2017, respectively.

NOTE 7. COMMITMENTS AND CONTINGENCIES

In addition to the office and shop space described in Note 6, the Company leases terminal facilities, drop yards, and trailers under month-to-month operating leases. Total rent expense, including the related party leases described in Note 6, was $237,147 and $236,899 for the nine months ended September 30, 2018 and 2017, respectively.

The Company is subject to routine litigation, claims, or assessments in the normal course of business. Although the timing or outcome of any threatened or pending legal proceedings cannot be predicted with certainty, management believes the ultimate resolution of any such matters will not have a material adverse impact on the Company’s liquidity, financial position, or results of operations.

NOTE 8. INSURANCE - AUTO & WORKERS COMPENSATION

The Company self-insures for physical damage for its truck fleet. The Company carries liability insurance with a $50,000 deductible per occurrence and a stop loss provision at $250,000 per occurrence. Management believes that they have made adequate provision in the consolidated financial statements for any losses that might have been sustained by the Company as of September 30, 2018. This accrual is recorded in accrued expenses.

The primary risks for which the Company is insured are cargo loss and damage, general liability, personal injury, property damage, workers’ compensation and employee medical expenses. The Company is self-insured for a portion of claims exposure in each of these areas, excluding workers’ compensation for which it is fully insured with a $0 deductible. The Company’s self-insurance retention levels are $5,000 for cargo loss and damage claims per occurrence and $50,000 for bodily injury and property damage claims per occurrence. For medical benefits, the Company is fully insured. The Company maintains insurance above the amounts for which it self-insures, subject to certain limits, with licensed insurance carriers. The Company has excess general, auto and employer’s liability coverage in amounts substantially exceeding minimum legal requirements. The Company is completely self-insured for physical damage to its own tractors and trailers, except that the Company carries catastrophic physical damage coverage to protect against natural disasters.

EX-99.4

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

On October 18, 2018, USA Truck, Inc., a Delaware corporation (the “Company”), acquired 100% of the outstanding equity of Davis Transfer Company Inc., a Georgia corporation (“DTC”), Davis Transfer Logistics Inc., a Georgia corporation (“DTL”), and B & G Leasing, L.L.C., a Georgia limited liability company, (“B & G,” and collectively with DTC and DTL, “Davis”) for $52.25 million in cash and $0.75 million in Company stock. The purchase price is subject to further adjustments, including a post-closing working capital true-up. The Equity Purchase Agreement includes an Internal Revenue Code Section 338(h)(10) election. The Equity Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions

The unaudited pro forma consolidated financial information is based on the assumptions set forth in the notes to such information. These adjustments are provisional and subject to further adjustment as additional information becomes available, additional analyses are performed, and as warranted by changes in current conditions and future expectations. The unaudited pro forma adjustments made in the compilation of the unaudited pro forma financial information are based upon available information and assumptions that the Company considers to be reasonable, and have been made solely for purposes of developing such unaudited pro forma financial information for illustrative purposes in compliance with the disclosure requirements of the Securities and Exchange Commission (“SEC”).

The pro forma adjustments have been made solely for informational purposes. The actual results reported by the consolidated company in periods following the acquisition may differ significantly from those reflected in these unaudited pro forma consolidated financial statements for a number of reasons, including but not limited to cost savings from operating efficiencies, synergies, and the impact of the incremental costs incurred in integrating the companies. As a result, the unaudited pro forma consolidated information is not intended to represent and does not purport to be indicative of what the combined company’s financial condition or results of operations would have been had the acquisition been completed on the applicable dates of this unaudited pro forma consolidated financial information. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial condition and results of operations of the consolidated company.

The unaudited pro forma consolidated financial statements are based on various assumptions, including assumptions relating to the consideration paid and the allocation thereof to the assets acquired and liabilities assumed from Davis based on preliminary estimates of fair value. The pro forma assumptions and adjustments are described in the accompanying notes presented on the following pages. Pro forma adjustments are those that are directly attributable to the transaction, are factually supportable and, with respect to the unaudited pro forma condensed consolidated statements of income, are expected to have a continuing impact on the consolidated results. The final purchase price and the allocation thereof and other purchase accounting items may differ materially from those reflected in the pro forma condensed consolidated financial statements after final purchase accounting adjustments are performed.

The unaudited pro forma consolidated statements of income included herein do not reflect any potential cost savings or other operating efficiencies that may result from the integration of the companies.

These unaudited pro forma consolidated financial information and the accompanying notes should be read together with (1) the Company’s audited consolidated financial statements and accompanying notes, as of and for the fiscal year ended December 31, 2017, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on February 28, 2018, (2) the Company’s unaudited condensed consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2018 and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018, which was filed with the SEC on October 26, 2018, (3) Davis’ audited financial statements for the years ended December 31, 2017 and 2016, included as Exhibit 99.2 to this Form 8-K/A, and (4) Davis’ unaudited financial statements for the nine months ended September 30, 2018 and 2017, included as Exhibit 99.3 to this Form 8-K/A.

The actual operating results for Davis will be consolidated with the Company’s operating results for all periods subsequent to the closing of the acquisition on October 18, 2018.

The unaudited pro forma consolidated statement of operations and comprehensive income (loss) of the Company and Davis for the year ended December 31, 2017 gives effect to the acquisition of Davis by the Company as if it had occurred effective January 1, 2017, the beginning of the Company’s 2017 fiscal year.

The unaudited pro forma consolidated statement of operations of the Company and Davis for the nine months ended September 30, 2018 gives effect to the acquisition of Davis by the Company as if it had occurred effective January 1, 2018, the beginning of the Company’s 2018 fiscal year.

The unaudited pro forma consolidated balance sheet of the Company and Davis as of September 30, 2018 gives effect to the acquisition of Davis by the Company as if it had occurred effective September 30, 2018.

USA TRUCK, INC. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET (In thousands, except share data)
	September 30, 2018
Assets	USA Truck			Davis		Pro Forma Adjustments			Notes	Pro Forma Consolidated
Current assets:
Cash	$	6		$	3,582	$	(3,582	)	(A)	$	6
Accounts receivable, net of allowance for doubtful accounts	57,847			4,428						62,275
Other receivables	3,514			628						4,142
Inventories	433			87						520
Assets held for sale	1,882			—						1,882
Prepaid expenses and other current assets	3,933			444						4,377
Total current assets	67,615			9,169		(3,582		)		73,202
Property and equipment:
Property and equipment, net of accumulated depreciation and amortization	184,430			24,856		655			(B)	209,941
Goodwill	—			—		6,954			(D)	6,954
Other Intangibles	—			—		16,610			(E)	16,610
Other assets	1,277			—						1,277
Total assets	$	253,322		34,025		20,637				$	307,984
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	26,813			496						27,309
Current portion of insurance and claims accruals	17,089			495						17,584
Accrued expenses	10,492			744						11,236
Debt - current	10,299			5,105		(5,105		)	(C)	10,299
Total current liabilities	64,693			6,840		(5,105		)		66,428
Deferred gain	770			—						770
Long-term debt	46,000			9,933		42,994			(C)	98,927
Capital leases, less current maturities	39,964			—						39,964
Deferred income taxes	19,815			—						19,815
Insurance and claims accruals, less current portion	8,242			—						8,242
Total liabilities	179,484			16,773		37,889				234,146
Stockholders' equity:
Common stock, $0.01 par value; 30,000,000 shares authorized; 12,011,877 shares issued	120			20		(20		)	(F)	120
Additional paid-in-capital	66,355			1,000		(1,000		)	(F)	66,355
Retained earnings	72,339			16,232		(16,232		)	(F)	72,339
Less treasury stock, at cost (3,711,551 shares)	(64,976		)	—						(64,976		)
Total stockholders’ equity	73,838			17,252		(17,252		)		73,838
Total liabilities and stockholders’ equity	$	253,322		$	34,025	$	20,637			$	307,984

See the accompanying notes to unaudited pro forma consolidated financial statements.

USA TRUCK, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (In thousands, except share data)
	Nine Months Ended September 30, 2018
	USA Truck			Davis		Pro Forma Adjustments			Notes	Pro Forma Consolidated
Revenue
Operating revenue	392,977			38,620						$	431,597
Operating expenses
Salaries, wages and employee benefits	95,423			9,050		85			(G)	104,558
Fuel and fuel taxes	41,286			4,855						46,141
Depreciation and amortization	21,392			3,158		889			(I)	25,439
Insurance and claims	16,889			1,612						18,501
Equipment rent	7,785			272						8,057
Operations and maintenance	25,111			1,969						27,080
Purchased transportation	157,495			10,003						167,498
Operating taxes and licenses	2,900			319						3,219
Communications and utilities	2,064			295						2,359
(Gain) loss on disposal of assets, net	(1,466		)	427						(1,039		)
Restructuring, impairment and other costs (reversal)	(639		)	—						(639		)
Other	12,231			1,839		(350		)	(H)	13,720
Total operating expenses	380,471			33,799		624				414,894
Operating income	12,506			4,821		(624		)		16,703
Other expenses
Interest expense, net	2,462			425		1,034			(J)	3,921
Other, net	653			41						694
Total other expenses, net	3,115			466		1,034				4,615
Income before income taxes	9,391			4,355		(1,658		)		12,088
Income tax expense (benefit)	2,512			—		720			(K)	3,232
Net income and comprehensive income	$	6,879		$	4,355	$	(2,378	)		$	8,856
Net earnings per share
Average shares outstanding (basic)	8,170									8,170
Basic earnings per share	$0.84									$1.08
Average shares outstanding (diluted)	8,193									8,193
Diluted earnings per share	$0.84									$1.08

See the accompanying notes to unaudited pro forma consolidated financial statements.

USA TRUCK, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (In thousands, except share data)
	Year Ended December 31, 2017
	USA Truck			Davis		Pro Forma Adjustments			Notes	Pro Forma Consolidated
Operating revenue	$	446,533		$	45,612					$	492,145
Operating expenses
Salaries, wages and employee benefits	122,297			14,472		113			(G)	136,882
Fuel and fuel taxes	45,853			7,155						53,008
Depreciation and amortization	28,463			4,030		1,185			(I)	33,678
Insurance and claims	25,628			2,065						27,693
Equipment rent	10,173			382						10,555
Operations and maintenance	31,001			3,349						34,350
Purchased transportation	164,012			6,608						170,620
Operating taxes and licenses	4,068			471						4,539
Communications and utilities	2,713			444						3,157
(Gain) loss on disposal of assets, net	(773		)	1,006						233
Other	15,166			2,273						17,439
Total operating expenses	448,601			42,255		1,298				492,154
Operating (loss) income	(2,068		)	3,357		(1,298		)		(9		)
Other expenses
Interest expense, net	3,808			524		885			(J)	5,217
Other, net	387			69						456
Total other expenses, net	4,195			593		885				5,673
(Loss) income before income taxes	(6,263		)	2,764		(2,183		)		(5,682		)
Income tax (benefit) expense	(13,760		)	—		185			(K)	(13,575		)
Net income and comprehensive income	$	7,497		$	2,764	$	(2,368	)		$	7,893
Net earnings per share
Average shares outstanding (basic)	8,029									8,029
Basic earnings per share	$0.93									$0.98
Average shares outstanding (diluted)	8,056									8,056
Diluted earnings (loss) per share	$0.93									$0.98

See the accompanying notes to unaudited pro forma consolidated financial statements.

USA TRUCK, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Transaction

On October 18, 2018, USA Truck, Inc., a Delaware corporation (the “Company”), acquired 100% of the outstanding equity of Davis Transfer Company Inc., a Georgia corporation (“DTC”), Davis Transfer Logistics Inc., a Georgia corporation (“DTL”), and B & G Leasing, L.L.C., a Georgia limited liability company, (“B & G,” and collectively with DTC and DTL, “Davis”), for $52.25 million in cash and $0.75 million in Company stock. The purchase price is subject to further adjustments, including a post-closing working capital true-up. The Equity Purchase Agreement includes an Internal Revenue Code Section 338(h)(10) election. The Equity Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions

Davis is a dry-van truckload carrier headquartered in Carnesville, Georgia, with operations primarily in the southeastern United States.

Note 2 - Estimate of Assets Acquired and Liabilities Assumed

The fair value of the total consideration transferred was $53.0 million. A summary of the preliminary purchase price allocation with the acquisition of Davis, as if the transaction occurred on September 30, 2018, is as follows:

	(in thousands)
Consideration Paid				$	53,000
Allocated to:
Historical book value of Davis’ assets and liabilities	$	17,252
Adjustments to recognize assets and liabilities at acquisition-date fair value:
Property, plant, and equipment	655
Cash	(3,509		)
Liabilities	—
Fair value of tangible net assets acquired				14,398
Identifiable intangibles at acquisition-date fair value				16,610
Debt paid at closing				15,038
Excess of consideration transferred over the net amount of assets and liabilities recognized				6,954
Consideration paid pursuant to Equity Purchase Agreement				53,000
Cash acquired included in historical book value of Davis assets and liabilities				—
Total purchase price				$	53,000

Deferred income taxes arising from the acquisition are immaterial because of the election under the Internal Revenue Code Section 338(h)(10).

Note 3 - Intangible Assets

Based on the preliminary allocation of the purchase price, the following amounts have been allocated to identifiable intangible assets along with the respective amortization periods:

	(in thousands)		Life (months)
Trade name	$	5,200	Indefinite
Non-Compete agreement	110		24
Customer relationships	11,300		120
	$	16,610

These preliminary estimates of fair value and useful life could be different from the final acquisition accounting, and the difference could have a material impact on the accompanying pro forma financial statements. The combined effect of any such changes could then also result in a significant increase or decrease to the Company's estimate of associated amortization expense.

Note 4 - Pro Forma Adjustments

The pro forma adjustments in the unaudited pro forma condensed consolidated financial information are as follows:

(A) To reflect Davis’s cash retained by the sellers’ at acquisition closing.

(B) To reflect the adjustment of property and equipment values of Davis to acquisition date fair value based on preliminary appraisals performed.

(C) To reflect the extinguishment of debt held by Davis at acquisition offset by Company borrowings to fund purchase of Davis.

(D) To reflect the excess of the total consideration transferred over the fair value of tangible and identifiable intangible net assets acquired (see Note 2).

(E) To reflect the estimated fair values of identifiable intangibles based on preliminary allocation of the purchase price (see Note 3).

(F) To reflect the elimination of the stockholders’ equity accounts of Davis.

(G) To reflect an increase in salaries, wages, and employee benefits expense related to restricted shares granted to certain key retained employees.

(H) To reflect acquisition related expenses incurred by the Company for the purchase of Davis.

(I) To reflect the increase in depreciation and amortization expense due to (1) the amortization of identifiable intangibles with a definitive life using the straight-line method over the assigned life of each intangible as detailed in Note 3.

(J) To reflect the net increase in interest expense as the result of the financing obtained by the Company to fund the acquisition and the extinguishment of debt held by Davis.

(K) To reflect the income tax effect of the income before income taxes of Davis and of the pro forma adjustments at an effective tax rate of 26.7%. The previous stockholders of Davis had elected to file federal income taxes using S corporation status. Under tax regulations for S corporations, Davis elected to have net income or losses reported on the tax returns of the individual stockholders. Accordingly, there was no provision for income taxes. After the acquisition, Davis is a C corporation and will be subject to income taxes.