10-K

Table Of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

OR

[    ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

0-19858

(Commission file number)

USA Truck, Inc.(Exact name of registrant as specified in its charter)

Delaware	71-0556971
(State or other jurisdiction of incorporation)	(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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Name of each exchange on which registered
Common Stock, $0.01 Par Value	The NASDAQ Stock Market LLC (NASDAQ Global Select Market)
Securities registered pursuant to Section 12(g) of the Act
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [   ] No [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [   ] No [ X ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer____	Accelerated Filer   ☒	Non-Accelerated Filer ____	Smaller Reporting Company ____
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [ X ]

The aggregate market value of the common equity held by non-affiliates of the Registrant (assuming for these purposes that all executive officers, directors, and affiliated holders of more than 10% of the Registrant’s outstanding common stock are “affiliates” of the Registrant) as of June 30, 2015, the last business day of the Registrant's most recently completed second fiscal quarter, was approximately $219,871,807 (based on the closing sale price of the Registrant's common stock on that date as reported by Nasdaq).

As of February 15, 2016, 9,758,733 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.

USA TRUCK, INC.

TABLE OF CONTENTS

Item No.	Caption	Page
	PART I
1.	Business	3
1A.	Risk Factors	10
1B.	Unresolved Staff Comments	19
2.	Properties	19
3.	Legal Proceedings	20
4.	Mine Safety Disclosures	20
	PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
6.	Selected Financial Data	22
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
7A.	Quantitative and Qualitative Disclosure about Market Risk	36
8.	Financial Statements and Supplementary Data	37
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	58
9A.	Controls and Procedures	58
9B.	Other Information	60
	PART III
10.	Directors, Executive Officers and Corporate Governance	60
11.	Executive Compensation	60
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	60
13.	Certain Relationships and Related Transactions and Director Independence	60
14.	Principal Accountant Fees and Services	60
	PART IV
15.	Exhibits and Financial Statement Schedules	61
	Signatures	63

Part I. 

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K for the year ended December 31, 2015 (this “Form 10-K”) contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and such statements are subject to the safe harbor created by those sections, and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation:

● any projections of earnings, revenue, or other financial items;

● any statement of projected future operations or processes;

● any statement of plans, strategies, and objectives of management for future operations;

● any statement concerning proposed new services or developments;

● any statement regarding future economic conditions or performance; and

● any statement of belief and any statement of assumptions underlying any of the foregoing.

In this Form 10-K, statements relating to:

● future insurance and claims experience;

● future driver market;

● future driver compensation;

● future acquisitions and dispositions of revenue equipment;

● future prices of revenue equipment;

● future profitability;

● future fuel prices, hedging arrangements, and efficiency;

● our ability to recover costs through our fuel surcharge program;

● future purchased transportation expense;

● future operations and maintenance costs;

● future depreciation and amortization;

● future effects of inflation;

● expected capital resources and sources of liquidity;

● future indebtedness;

● future share repurchases, if any;

● future effects of restructuring activities;

● expected capital expenditures; and

● future income tax rates,

among others, are forward-looking statements. Such statements may be identified by their use of terms or phrases such as “expects,” “estimates,” “projects,” “believes,” “anticipates,” “focus,” “intends,” “plans,” “goals,” “may,” “if,” “will,” “should,” “could,” “potential,” “continue,” “future” and similar terms and phrases. Forward-looking statements are based on currently available operating, financial, and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Item 1A., Risk Factors.” Readers should review and consider the factors discussed under the heading “Risk Factors” in Item 1A of this Form 10-K, along with various disclosures in our press releases, stockholder reports, and other filings with the Securities and Exchange Commission (the “SEC”).

All such forward-looking statements speak only as of the date of this Form 10-K. You are cautioned not to place undue reliance on such forward-looking statements. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in the events, conditions, or circumstances on which any such information is based.

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

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

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Item 1. BUSINESS

General

USA Truck is the nation's twenty-sixth largest truckload carrier based on 2014 operating revenue according to Transport Topics. In 2015, the Company generated $507.9 million in operating revenue and $23.1 million in operating income. As of December 31, 2015, the Company’s fleet of 1,832 tractors was comprised of 1,568 company tractors and 264 independent contractor tractors. The Company owned 6,200 trailers as of December 31, 2015.

The Company transports commodities throughout the continental United States and into and out of portions of Canada. USA Truck also transports general commodities into and out of Mexico by allowing through-trailer service from its terminal in Laredo, Texas. In addition to truckload and dedicated freight service offerings, the Company provides freight brokerage and rail intermodal service offerings through its Strategic Capacity Solutions (“SCS”) segment. USA Truck is headquartered in Van Buren, Arkansas, with terminals, offices, and staging facilities located throughout the United States.

The Company has two reportable segments: (i) trucking, consisting of the Company’s truckload and dedicated freight service offerings and (ii) SCS, consisting of the Company’s freight brokerage and rail intermodal service offerings. Based on several factors, including the relatively small size of the Company’s rail intermodal service offering and the interrelationship of the freight brokerage and rail intermodal operations, the Company aggregates its freight brokerage and rail intermodal service offerings into a single reportable segment. Financial information regarding these segments is provided in the notes to the consolidated financial statements in Part II, Item 8 of this Form 10-K.

Truckload freight services utilize Company-owned equipment or equipment owned by independent contractors for the pick-up and delivery of freight. Truckload services transport freight over irregular routes as a medium-to long-haul common carrier. Dedicated freight services provides similar transportation services, but does so pursuant to agreements whereby the Company makes equipment available to a specific customer for shipments over particular routes at specified times.

SCS provides services which complement USA Truck’s trucking services, primarily to existing customers of its trucking segment. SCS represented approximately 30%, 30%, and 25% of USA Truck’s consolidated operating revenue in 2015, 2014, and 2013, respectively.

Long-Term Turnaround Plan

USA Truck’s top priorities remain improving its operating performance and increasing stockholder value. The Company’s long-term turnaround plan has three main components: profitable revenue, operational excellence, and cost effectiveness. During 2015, progress in executing the Company’s turnaround plan has contributed to a 160 basis point increase in operating margin versus 2014, positive cash flow, and our most profitable year since 2006. During 2014, the Company achieved a 470 basis point improvement in operating margin versus 2013.

Profitable Revenue: The Company continues to refine its freight network toward a more efficient mix of lanes and markets in its truckload business, particularly focusing on better utilization of Company tractors with an emphasis on key metrics, such as miles per seated truck per week and base trucking revenue per seated truck per week. Base trucking revenue per seated truck per week improved approximately 2.7% during 2015, compared to 2014.

Operational Excellence and Cost Effectiveness. During 2015, the Company continued to focus on improving customer service and cost reduction initiatives for fuel, maintenance, interest and debt costs, as well as other areas requiring cost containment. During 2015, the Company took steps to streamline and simplify its operations to better align the Company's cost structure and better serve its customers. In the Company's trucking segment, the Company closed its maintenance facilities in Denton, Texas and Carlisle, Pennsylvania. Additionally, the Company began to outsource its road assistance function to a third party during the fourth quarter of 2015. These initiatives are expected to improve operating productivity and enhance capacity utilization. The Company recognized approximately $2.7 million (pretax) in restructuring, severance and related charges. Going forward, the Company intends to focus on operational execution initiatives that it believes will improve safety performance, asset productivity, driver retention, fuel economy, maintenance operations and customer service.

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The Company continued to make progress in executing its turnaround plan in 2015. Management believes that the Company is well-positioned to complete the turnaround plan of its trucking segment and generate long-term profitability. To increase stockholder value in 2016, the Company expects to evolve from the stated goal of sustained profitability to maximize the profitability of the business segments and increase the Company's return on invested capital.

Operations

The Company focuses significant marketing efforts on customers with premium service requirements and who have consistent shipping needs within USA Truck’s primary operating areas which are predominantly located in the eastern half of the United States. One or more of the Company’s service offerings are marketed to customers, with over 90% of the Company’s top 100 customers utilizing more than one service in 2015. This permits the strategic positioning of available equipment and allows the Company to provide its customers with a full array of transportation solutions. In addition, USA Truck team members have cultivated a thorough understanding of the needs of shippers in key industries. The Company believes this helps it develop long-term, service-oriented relationships with its customers.

USA Truck has a diversified freight and customer base. During 2015, the Company’s largest 5, 10, 25 and 50 customers comprised approximately 27%, 38%, 57% and 71% of its revenues, respectively. No single customer generated more than 10% of the Company’s revenues in 2015. The Company provided service to more than 900 customers in 2015 across all USA Truck service offerings.

While the Company prefers direct relationship with customers, obtaining shipments through other providers of transportation or logistics services is a significant opportunity. Securing freight through a third party enables USA Truck to provide services for high-volume shippers to which it might not otherwise have access because many of these shippers require their carriers to conduct business with their designated third party logistics provider.

Customers are billed at or shortly after delivery and, during 2015, receivables collection averaged approximately 38 days from the billing date, compared to an average of approximately 44 days and 40 days during 2014 and 2013, respectively. The decrease in days to collection has resulted from various initiatives including improvements to the Company’s billing procedures, an increased focus on customers with aged receivables, improving communication with customers and improving efficiency in the Company’s internal collection process.

The Company primarily operates in the United States and operates in Mexico and Canada. Most of the Company’s operating revenue is generated from within the United States. During 2015, 2014 and 2013 approximately 8%, 10% and 10%, respectively, of the Company’s operating revenue was generated in Mexico and Canada. All Company tractors are domiciled in the United States. The Company does not separately track domestic and foreign long-lived assets. Providing such information would not be meaningful to the business. Substantially all of the Company’s long-lived assets are, and have been for the last three fiscal years, located within the United States.

The Company’s trucking segment is supported primarily by driver managers, load planners and customer service representatives. These teams monitor the location of equipment and direct its movement in a safe, efficient and practicable manner. Each driver manager supervises assigned drivers and is the primary contact with the drivers. Load planners assign all available units and loads in a manner designed to maximize profit and minimize costs. Customer service representatives work to fulfill shippers’ needs, solicit freight, and ensure on-time delivery by monitoring loads. The Company makes trucks available for dispatch, selecting profitable freight with a network and yield management focus, and efficiently matches that freight to available truck capacity, all of which the Company strives to achieve without sacrificing customer service, equipment utilization, driver retention or safety.

The SCS segment has a network of 13 branch offices located throughout the continental United States. The business model is built around the capabilities of Company team members to make available consistent service to customers. The specific locations of branch offices are selected for the availability of talent in those markets. SCS employed approximately 100 people as of December 31, 2015. Most of the SCS team interacts directly with customers, matching customers’ freight needs with available third party capacity in the marketplace. SCS also has staff that screen and select third party carriers that are used to transport the freight.

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Revenue Equipment

We operate a modern Company tractor fleet to help attract drivers, promote safe operations, and reduce maintenance and repair costs. The following table shows the age of the Company owned and leased tractors and trailers as of December 31, 2015:

Model Year:	Tractors (1)		Trailers
2016		400		1,548
2015		298		500
2014		250		400
2013		243		298
2012		377		--
2011		--		--
2010		--		396
2009		--		437
2008		--		566
2007		--		1,213
2006		--		492
2005 and beyond		--		350
Total		1,568		6,200

(1) Excludes 264 independent contractor tractors.

The Company’s equipment purchase and replacement decisions are based on a number of factors, including new equipment prices, the used equipment market, demand for freight services, prevailing interest rates, technological improvements, regulatory changes, cost per mile, fuel efficiency, equipment durability, equipment specifications and driver comfort. Therefore, depending on the circumstances, the Company may accelerate or delay the acquisition and disposition of its tractors or trailers from time to time. Generally, USA Truck’s primary business strategy of fully leveraging the significant capital investment in the current fleet of tractors and trailers requires the Company to strive to maximize the profitability of its existing assets before considering a material increase in the fleet size.

During 2015, the Company undertook an initiative to downsize the tractor fleet, resulting in a net decrease of approximately 400 tractors as the Company focused on its network, customer profitability and reduce its unsented tractors in its trucking segment. Goals of this initiative were to further improve fuel economy, reduce maintenance costs and improve the reliability of the Company’s equipment for the benefit of its drivers and customers.

To simplify driver and mechanic training, control the cost of spare parts and tire inventory and provide for a more efficient vehicle maintenance program, the Company purchases tractors and trailers manufactured to its specifications. The Company has a comprehensive preventive maintenance program designed to minimize equipment downtime and enhance sale or trade-in values.

The Company finances the purchase of revenue equipment through its cash flows from operations, revolving credit agreement, capital lease arrangements, fair market value lease agreements and proceeds from sales or trades of used equipment. Substantially all of the Company’s tractors and trailers are pledged to secure its obligations under financing arrangements.

During 2015, all Company and independent contractor tractors were equipped with PeopleNet in-cab technology, enabling two-way communications between the Company and its drivers, through both standardized and freeform messaging, including electronic logging. This enables USA Truck to dispatch drivers efficiently in response to customers’ requests, to provide real-time information to customers about the status of their shipments and to provide documentation supporting various accessorial charges. Accessorial costs are charges to customers for additional services such as loading, unloading or equipment delays. In addition, the Company utilizes satellite-based equipment tracking devices and cargo sensors on virtually all of its trailers. These tracking devices provide the Company with visibility on the locations and load status of its trailers.

Safety and Risk Management

The Company emphasizes safe work habits as a core value throughout the entire organization, and provides proactive training and education relating to safety concepts, processes and procedures. The Company conducts pre-employment, random, reasonable suspicion and post-accident alcohol and substance abuse testing in accordance with the Department of Transportation (“DOT”) regulations and the Company’s own policies.

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Safety training for new drivers begins in orientation, when newly hired team members are taught safe driving and work techniques that emphasize the Company’s commitment to safety. Upon completion of orientation, new student drivers are required to undergo on-the-road training for four to six weeks with experienced commercial motor vehicle drivers who have been selected for their professionalism and commitment to safety and who are trained to communicate safe driving techniques to new drivers. New drivers who graduate from the program must also successfully complete post-training classroom and road testing before being assigned to their own tractor. Additionally, all Company drivers participate in on-going training that focuses on collision and injury prevention, among other safety concepts.

The primary risks for which the Company is insured are cargo loss and damage, liability, personal injury, property damage, workers’ compensation and employee medical expenses. USA Truck also self-insures for a portion of claims exposure in each of these areas. The Company’s self-insurance retention levels are $0.5 million for workers’ compensation claims per occurrence, $0.05 million for cargo loss and damage claims per occurrence and $1.0 million for bodily injury and property damage claims per occurrence. For medical benefits, the Company self-insures up to $0.25 million per plan participant per year with an aggregate claim exposure limit determined by the Company’s year-to-date claims experience and its number of covered team members. The Company maintains insurance above the amounts for which it self-insures, 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.

Although the Company believes the aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that one or more claims could exceed the Company’s aggregate coverage limits. An unexpected loss or changing conditions in the insurance market could adversely affect premium levels. As a result, the Company’s insurance and claims expense could increase, or USA Truck could raise its self-insured retention or decrease the Company’s aggregate coverage limits when its policies are renewed or replaced. If these costs increase, if reserves are increased, if claims in excess of coverage limits are experienced, or if a claim is experienced where coverage is not provided, the Company’s results of operations and financial condition in any one quarter or annual period could be materially and adversely affected.

Team Members

As of December 31, 2015, the Company had approximately 2,300 team members, of which about 73% were Company drivers. No team members are subject to union contracts or part of a collective bargaining unit. The Company believes team member relations to be good.

Recruitment, training, and retention of a professional driver workforce, the Company’s most valuable asset, are essential to the Company’s continued growth and meeting the service requirements of its customers. USA Truck hires qualified professional drivers who hold a valid commercial driver’s license, satisfy applicable federal and state safety performance and measurement requirements, and meet USA Truck’s hiring parameters. These guidelines relate primarily to safety history, road test evaluations, and various other evaluations, which include physical examinations and mandatory drug and alcohol testing. In order to attract and retain safe drivers who are committed to customer service and safety, the Company focuses its operations for drivers around a collaborative and supportive team environment. The Company provides comfortable, late model equipment, direct communication with senior management, competitive wages and benefits, and other incentives designed to encourage driver safety, retention, and long-term employment. The Company values its relationship with its drivers and structures its driver retention model with a focus on a long-term career with USA Truck. Drivers are compensated on a per mile basis, based on the length of haul and a predetermined number of miles. Drivers are also compensated for additional services provided to customers. Drivers and other employees are encouraged to participate in the Company’s 401(k) program, and Company-sponsored health, life, and dental plans. The Company believes these factors help in attracting, recruiting, and retaining professional drivers in a competitive driver market.

Independent Contractors

In addition to Company drivers, USA Truck enters into contracts with independent contractors, who provide a tractor and a driver and are responsible for all operating expenses in exchange for a fixed payment per mile. The Company intends to continue to grow the use of independent contractors. As of December 31, 2015, the Company had contracts with 264 independent contractors, representing an increase of approximately 28% compared to the prior year.

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Competition

The trucking industry includes both private fleets and for-hire carriers. Private fleets consist of trucks owned and operated by shippers that move their own goods. For-hire carriers include both truckload and less-than-truckload operations. The for-hire segment is highly competitive and includes thousands of carriers, none of which dominates the market. This segment is characterized by many small carriers having revenues of less than $1 million per year and as few as one truck and relatively few carriers with revenues exceeding $100 million per year.

USA Truck competes primarily with other truckload carriers, private fleets and, to a lesser extent, railroads and less-than-truckload carriers. A number of truckload carriers have greater financial resources, own more revenue equipment and carry a larger volume of freight than USA Truck. The principal competitive factors in the truckload segment of the industry are service and price, with rate discounting becoming particularly important during economic downturns. USA Truck’s focus is to differentiate itself primarily on the basis of service rather than rates. Although an increase in the size of the market would benefit all truckload carriers, management believes that successful carriers are likely to grow by offering additional services to its customers based on customer needs and acquiring a greater market share.

Environmental Regulation

EPA regulations limiting exhaust emissions became more restrictive in 2010. In 2010, an executive memorandum was signed directing the National Highway Traffic Safety Administration (“NHTSA”) and the EPA to develop new, stricter fuel efficiency standards for heavy trucks. In 2011, the NHTSA and the EPA adopted final rules that established the first-ever fuel economy and greenhouse gas standards for medium- and heavy-duty vehicles. These standards apply to model years 2014 to 2018, which are required to achieve an approximate 20 percent reduction in fuel consumption by 2018, and equates to approximately four gallons of fuel for every 100 miles traveled. In addition, in February 2014, President Obama announced that his administration will begin developing the next phase of tighter fuel efficiency standards for medium- and heavy-duty vehicles and directed the EPA and NHTSA to develop new fuel efficiency and greenhouse gas standards by March 31, 2016. In response, in June 2015, the EPA and NHTSA jointly proposed new stricter standards that would apply to trailers beginning with model year 2018 and tractors beginning with model year 2021. After an extended comment period ending in October 2015, a final rule has not yet been published. If this rule or a similar rule was enacted, the Company believes these requirements could result in increased new tractor prices and additional parts and maintenance costs incurred to retrofit its tractors with technology to achieve compliance with such standards, which could adversely affect its operating results and profitability, particularly if such costs are not offset by potential fuel savings. The Company cannot predict, however, the extent to which its operations and productivity will be impacted.

The California Air Resource Board (“CARB”) also has adopted emission control regulations which will be applicable to all heavy-duty tractors that pull 53-foot or longer box-type trailers within the state of California. The tractors and trailers subject to these regulations must be either EPA Smart Way certified or equipped with low-rolling, resistance tires and retrofitted with Smart Way-approved aerodynamic technologies. Enforcement of these CARB regulations for model year 2011 equipment began in 2010 and will be phased in over several years for older equipment. The Company currently purchases Smart Way certified equipment in its new tractor and trailer acquisitions. Federal and state lawmakers also have proposed potential limits on carbon emissions under a variety of other climate-change proposals. Compliance with such regulations may increase the cost of new tractors and trailers, may require USA Truck to retrofit its equipment, and could impair equipment productivity and increase the Company’s operating expenses. These adverse effects, combined with the uncertainty as to the reliability of the newly designed diesel engines and the residual value of these vehicles, could materially increase USA Truck’s operating expenses or otherwise adversely affect its business or operations.

Other Regulation

The Company’s operations are regulated and licensed by various United States federal and state, Canadian provincial, and Mexican federal agencies. Interstate motor carrier operations are subject to safety requirements prescribed by the DOT. Matters such as weight and equipment dimensions are also subject to United States federal and state regulation and Canadian provincial regulations. The Company operates in the United States pursuant to operating authority granted by the DOT, in various Canadian provinces pursuant to operating authority granted by the Ministries of Transportation and Communications in such provinces, and within Mexico pursuant to operating authority granted by Secretaria de Comunicaciones y Transportes. To the extent that the Company conducts operations outside the United States, it is subject to the Foreign Corrupt Practices Act, which generally prohibits United States companies and their intermediaries from bribing foreign officials for the purpose of obtaining or retaining favorable treatment.

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The DOT, through the Federal Motor Carrier Safety Administration (the “FMCSA”), imposes safety and fitness regulations on the Company and its drivers, including rules that restrict driver hours-of-service. In December 2011, the FMCSA published its 2011 Hours-of-Service Final Rule (the “2011 Rule”). The 2011 Rule requires drivers to take 30-minute breaks after eight hours of consecutive driving and reduces the total number of hours a driver is permitted to work during each week from 82 hours to 70 hours. The 2011 Rule provides that the 34-hour restart may only be used once per week and must include two rest periods between one a.m. and five a.m. (together, the “2011 Restart Restrictions”). These rule changes became effective in July 2013.

In December 2014, the 2015 Omnibus Appropriations bill was signed into law. Among other things, the legislation provided temporary relief from the 2011 Restart Restrictions, and essentially reverted back to the more straight forward 34-hour restart rule that was in effect before the 2011 Rule became effective. In 2016, Congress is expected to consider a study conducted by the FMCSA related to the 2011 Restart Restrictions. Congressional action based on the findings of the study could result in a reinstatement or continued suspension of the 2011 Restart Restrictions. If the 2011 Restart Restrictions are reinstated, the Company may experience a decrease in production similar to that experienced during 2013 and 2014 when the 2011 Restart Restrictions were in effect.

There are two methods of evaluating the safety and fitness of carriers. The first method is the application of a safety rating that is based on an onsite investigation and affects a carrier’s ability to operate in interstate commerce. The Company currently has a satisfactory DOT safety rating under this method, which is the highest available rating under the current safety rating scale. If USA Truck were to receive a conditional or unsatisfactory DOT safety rating, it could adversely affect the Company’s business, as some of its existing customer contracts require a satisfactory DOT safety rating. In January 2016, the FMCSA published a Notice of Proposed Rulemaking outlining a revised safety rating measurement system, which would replace the current methodology. Under the proposed rules, the current three safety ratings of “satisfactory,” “conditional,” and “unsatisfactory” would be replaced with a single safety rating of “unfit.” Moreover, data from roadside inspections and the results from all investigations would be used to determine a carrier’s fitness on an ongoing basis. This would replace the current methodology of determining a carrier’s fitness based solely on infrequent comprehensive onsite reviews. The proposed rules will undergo a 90-day public comment period, after which, a final rule could either be published or become subject to further legislative reviews and delays. Therefore, it is uncertain if or when these proposed rules could take effect.

In addition to the safety rating system, the FMCSA has adopted the Compliance Safety Accountability program (“CSA”) as an additional safety enforcement and compliance model that evaluates and ranks fleets on certain safety-related standards. The CSA program analyzes data from roadside inspections, moving violations, crash reports from the last two years, and investigation results. The data is organized into seven categories. Carriers are grouped by category with other carriers that have a similar number of safety events (e.g., crashes, inspections, or violations) and carriers are ranked and assigned a rating percentile to prioritize them for interventions if they are above a certain threshold. Currently, these scores do not have a direct impact on a carrier’s safety rating. However, the occurrence of unfavorable scores in one or more categories may (i) affect driver recruiting and retention by causing high-quality drivers to seek employment with other carriers, (ii) cause USA Truck’s customers to direct their business away from the Company and to carriers with higher fleet safety rankings, (iii) subject the Company to an increase in compliance reviews and roadside inspections, or (iv) cause the Company to incur greater than expected expenses in its attempts to improve unfavorable scores, any of which could adversely affect the Company’s results of operations and profitability.

Under CSA, these scores were initially made available to the public in five of the seven categories. However, pursuant to the FAST Act, which was signed into law in December 2015, the FMCSA is required to remove from public view the previously available CSA scores while it reviews the reliability of the scoring system. During this period of review by the FMCSA, the Company will continue to have access to its own scores and will still be subject to intervention by the FMCSA when such scores are above the intervention thresholds. Currently, the Company is exceeding the established intervention thresholds in one of the seven categories of CSA, in comparison to its peer group; however, the Company continues to maintain a satisfactory rating with the DOT. The Company will continue to promote improvement of scores in all seven categories with ongoing reviews of all safety-related policies, programs and procedures for their effectiveness.

In 2011, the FMCSA issued new rules that would require nearly all carriers, including USA Truck, to install and use electronic on-board recording devices (“EOBRs,” now referred to as electronic logging devices, or “ELDs”) in their tractors to electronically monitor truck miles and enforce hours-of-service. These rules, however, were vacated by the Seventh Circuit Court of Appeals in August 2011. The final rule related to mandatory use of ELDs was published in December 2015, and requires the use of ELDs by nearly all carriers by December 10, 2017. The Company has proactively installed ELDs on 100% of its tractor fleet.

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In the aftermath of the September 11, 2001 terrorist attacks, federal, state and municipal authorities implemented and continue to implement various security measures, including checkpoints and travel restrictions on large trucks. The Transportation Security Administration (the “TSA”) has adopted regulations that require determination by the TSA that each driver who applies for or renews his license for carrying hazardous materials is not a security threat. This could reduce the pool of qualified drivers, which could require USA Truck to increase driver compensation, limit fleet growth, or allow trucks to sit idle. These regulations also could complicate the successful pairing of available equipment with hazardous material shipments, thereby increasing the Company’s response time and deadhead miles on customer shipments. Consequently, it is possible that the Company may fail to meet the needs of its customers or may incur increased expenses.

In November 2015, the FMCSA published its final rule related to driver coercion, which took effect on January 29, 2016. Under this rule, carriers, shippers, receivers, or transportation intermediaries that are found to have coerced drivers to violate certain FMCSA regulations (including hours-of-service rules) may be fined up to $16,000 for each offense. The FMCSA and certain legislators have proposed other rules that may be published as early as 2016, including (i) the use of speed limiting devices on heavy duty trucks to restrict maximum speeds, (ii) the creation of a national clearinghouse so employers and prospective employers could query to determine if current or prospective drivers have had any drug/alcohol positives or refusals, and (iii) an increase in the allowable length of twin trailers from 28 feet to 33 feet. If these rules take effect, they could result in a decrease in fleet production, driver availability, and freight tonnage available to full truckload carriers, all of which could adversely affect USA Truck’s business or operations.

For further discussion regarding such laws and regulations, refer to the “Risk Factors” section under Part 1, Item 1A of this Form 10-K.

Seasonality

In the trucking industry, revenue has historically followed a seasonal pattern for various commodities and customer businesses. Peak freight demand has historically occurred in the months of September, October and November. After the December holiday season and during the remaining winter months, freight volumes are typically lower as many customers reduce shipment levels. Operating expenses have historically been higher in the winter months due primarily to decreased fuel efficiency, increased cold weather-related maintenance costs of revenue equipment and increased insurance and claims costs attributed to adverse winter weather conditions. The Company has historically attempted and expects to continue to attempt to minimize the impact of seasonality through its diverse customer solutions offerings by seeking additional freight from certain customers during traditionally slower shipping periods and focusing on transporting consumer nondurable products. Revenue can and may also be impacted by weather, holidays and the number of business days that occur during a given period, as revenue is directly related to the available working days of shippers.

Available Information

USA Truck was incorporated in Delaware in September 1986 as a wholly owned subsidiary of ABF Freight System, Inc., and was purchased by management in December 1988. The initial public offering of the Company’s common stock was completed in March 1992.

The Company’s principal offices are located at 3200 Industrial Park Road, Van Buren, Arkansas 72956, and its telephone number is (479) 471-2500.

The Company maintains a website where additional information regarding USA Truck’s business and operations may be found. The website address is www.usa-truck.com. The website provides certain investor information available free of charge, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, stock ownership reports filed under Section 16 of the Exchange Act, and any amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. The website also includes Interactive Data Files required to be posted pursuant to Rule 405 of SEC Regulation S-T. Information provided on the Company website is not incorporated by reference into this Form 10-K, and you should not consider information on our website to be part of this Form 10-K.

Additionally, you may read all of the materials that we file with the SEC by visiting the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. If you would like information about the operation of the Public Reference Room, you may call the SEC at 1-800-SEC-0330. You may also visit the SEC’s website at www.sec.gov. This site contains reports, proxy and information statements and other information regarding USA Truck and other companies that file electronically with the SEC.

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ITEM 1A. RISK FACTORS

The following risks and uncertainties may cause our actual results, business, financial condition and cash flows to differ from those anticipated in the forward-looking statements included in this Form 10-K. You should not place undue reliance on forward-looking statements made herein because such statements speak only to the date they were made. We undertake no obligation or duty to revise or update any forward-looking statements contained herein to reflect subsequent events or circumstances or the occurrence of unanticipated events. Also refer to the Cautionary Note Regarding Forward-Looking Statements in Part I of this Form 10-K.

Our business is subject to general economic, credit, and business factors affecting the trucking industry that are largely out of our control, any of which could have a material adverse effect on our operating results.

Our industry is highly cyclical, and our business is dependent on a number of factors that may have a material adverse effect on our results of operations, many of which are beyond our control. Some of the most significant of these factors are economic changes that affect supply and demand in transportation markets, including recessionary economic cycles, such as the period from 2007 to 2009, and the uncertainty surrounding such supply and demand in 2016; changes in customers’ inventory levels and in the availability of funding for their working capital; excess tractor capacity in comparison with shipping demand; and downturns in customers’ business cycles.

We are also affected by recessionary economic cycles, such as the period from 2007 to 2009. Such economic conditions can decrease freight demand and increase the supply of available tractors and trailers, thereby exerting downward pressure on rates and equipment utilization and may adversely affect our customers and their ability to pay for our services. The risks associated with these factors are heightened when the United States economy is weakened. Some of the principal risks during such times, that we have experienced during prior recessionary periods, are as follows: reduction in overall freight levels, which may impair asset utilization; customers facing credit issues and cash flow problems that may lead to payment delays, increased credit risk, bankruptcies, and other financial hardships that could result in even lower freight demand and may require us to increase our allowance for doubtful accounts; changing freight patterns as supply chains are redesigned, resulting in an imbalance between capacity and freight demand; customers bidding our freight or selecting competitors that offer lower rates from among existing choices in an attempt to lower costs, in which case, we may be forced to lower rates or lose freight; accepting more freight from brokers, where freight rates are typically lower, or incurrence of more non-revenue miles to obtain loads; and lack of access to current sources of credit or lack of lender access to capital, leading to an inability to secure financing on satisfactory terms, or at all.

We are subject to increases in costs and other events that are outside our control that could materially affect our results of operations. Such cost increases include, but are not limited to, fuel and energy prices, taxes and interest rates, tolls, license and registration fees, insurance premiums, revenue equipment and related maintenance costs, and healthcare and other benefits for our employees. We could be affected by strikes or other work stoppages at our service centers or at customer, port, border, or other shipping locations. Changing impacts of regulatory measures could impair our operating efficiency and productivity, decrease our operating revenue and profitability, and result in higher operating costs. In addition, declines in the resale value of revenue equipment can also affect our operating income and cash flows. From time to time, various federal, state, or local taxes also increase, including taxes on fuels. We cannot predict whether, or in what form, any such increase applicable to us will be enacted, but such an increase could adversely affect our results of operations and profitability.

In addition, we cannot predict future economic conditions, fuel price fluctuations, or how consumer confidence could be affected by actual or threatened armed conflicts or terrorist attacks, government efforts to combat terrorism, military action against a foreign state or group located in a foreign state, or heightened security requirements. Enhanced security measures could impair our operating efficiency and productivity and result in higher operating costs.

We operate in a highly competitive and fragmented industry, and our business may suffer if we are unable to adequately address downward pricing pressures and other factors that may adversely affect our ability to compete with other carriers.

Numerous competitive factors could impair our ability to maintain and improve profitability. These factors include:

● We compete with many other truckload carriers of varying sizes and, to a lesser extent, with less-than-truckload carriers and railroads, some of which have more equipment or greater capital resources, or other competitive advantages.

● Many of our competitors periodically reduce their freight rates to gain business, especially during times of reduced economic growth, which may limit our ability to maintain or increase freight rates, maintain our margins, or maintain growth in our business.

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● Some of our customers also operate their own private trucking fleets, and they may decide to transport more of their own freight.

● Many customers reduce the number of carriers they use by selecting so-called “core carriers” as approved service providers, and in some instances we may not be selected.

● Many customers periodically accept bids from multiple carriers for their shipping needs, and this process may depress freight rates or result in the loss of some of our business to competitors.

● The trend toward consolidation in the trucking industry may create large carriers with greater financial resources and other competitive advantages relating to their size, and we may have difficulty competing with these larger carriers.

● Advances in technology require increased investments to remain competitive, and our customers may not be willing to accept higher freight rates to cover the cost of these investments.

● Competition from non-asset-based and other logistics and freight brokerage companies may adversely affect our customer relationships and freight rates.

● Economies of scale that may be passed on to smaller carriers by procurement aggregation providers may improve their ability to compete with us.

Our revolving credit agreement and other financing arrangements contain certain covenants, restrictions, and requirements, and we may be unable to comply with the covenants, restrictions, and requirements. A default could result in the acceleration of all or part of any outstanding indebtedness, which could have an adverse effect on our financial condition, liquidity, results of operations, and the market price of our common stock.

In February 2015, we entered into a new senior secured revolving credit agreement (the “Credit Facility”) with a group of lenders and Bank of America, N.A., as agent. Contemporaneously with the funding of the Credit Facility, we paid off the obligations under our prior credit facility and terminated such facility. We also have other financing arrangements.

The Credit Facility contains a single springing financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0. The financial covenant springs only in the event excess availability under the Credit Facility drops below 10% of the lenders’ total commitments under the Credit Facility. The Credit Facility contains certain restrictions and covenants related to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and other indebtedness. The Credit Facility is secured by a pledge of substantially all of our assets, with the notable exclusion of any real estate or revenue equipment financed outside the Credit Facility. The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the lenders’ commitments may be terminated.

If we fail to comply with any of our financing arrangement covenants, restrictions, and requirements, we will be in default under the relevant agreement, which could cause cross-defaults under our other financing arrangements. In the event of any such default, if we failed to obtain replacement financing or amendments to, or waivers under, the applicable financing arrangements, existing lenders could cease to make further advances, could declare existing debt to be immediately due and payable, could fail to renew letters of credit, could impose significant restrictions and requirements on our operations, could institute foreclosure proceedings against collateralized assets, or could impose significant fees and transaction costs. If acceleration occurs, it may be difficult or expensive to refinance the accelerated debt or the issuance of additional equity securities could dilute stock ownership. Even if new financing can be procured, more stringent borrowing terms could mean that credit is not available to us on acceptable terms. A default under these financing arrangements could cause a materially adverse effect on the liquidity, financial condition, and results of operations.

We have significant ongoing capital requirements that could adversely affect our profitability if we are unable to generate sufficient cash from operations, or obtain financing on favorable terms.

The truckload industry is capital intensive, and our policy of operating newer equipment requires us to expend significant amounts annually. We expect to pay for projected capital expenditures with cash flows from operations, borrowings under the Credit Facility, proceeds from the sale of used revenue equipment, and, to a lesser extent, capital and operating leases. We base our equipment purchase and replacement decisions on a number of factors, including new equipment prices, the used equipment market, demand for freight services, prevailing interest rates, technological improvements, regulatory changes, cost per mile, fuel efficiency, equipment durability, equipment specifications, and driver comfort.

In the future, if we are unable to generate sufficient cash from operations or obtain borrowing on favorable terms, we may be forced to limit our fleet size, enter into less favorable financing arrangements, or operate revenue equipment for longer periods, any of which could materially and adversely affect profitability.

We self-insure for a significant portion of our claims exposure, which could significantly increase the volatility of, and decrease the amount of, our earnings.

Our future insurance and claims expense could reduce our earnings and make our earnings more volatile. We self-insure for a significant portion of our claims exposure and related expenses. We accrue amounts for liabilities based on our assessment of claims that arise and our insurance coverage for the periods in which the claims arise, and we evaluate and revise these accruals from time to time based on additional information. Due to our significant self-insured amounts, we have significant exposure to fluctuations in the number and severity of claims and the risk of being required to accrue or pay additional amounts if estimates are revised or claims ultimately prove to be more severe than originally assessed. Historically, we have had to adjust our reserves, and future significant adjustments may occur. Further, our self-insured retention levels could change and result in more volatility than in recent years.

We maintain insurance above the amounts for which we self-insure with licensed insurance carriers. Although we believe our aggregate insurance limits will be sufficient to cover reasonably expected claims, it is possible that one or more claims could exceed our aggregate coverage limits. If any claim was to exceed our coverage, we would bear the excess, in addition to other self-insured amounts. Our insurance and claims expense could increase, or we could find it necessary to raise our self-insured retention or decrease our aggregate coverage limits when our policies are renewed or replaced. Our operating results and financial condition may be adversely affected if these expenses increase, if we experience a claim in excess of our coverage limits, if we experience a claim for which we do not have coverage, if we experience an increase in the number of claims, or if we have to increase our reserves.

Healthcare legislation and inflationary cost increases also could negatively impact financial results by increasing annual employee healthcare costs going forward. We cannot presently determine the extent of the impact healthcare costs will have on our financial performance. In addition, rising healthcare costs could force us to make changes to existing benefits program, which could negatively impact our ability to attract and retain employees.

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Fluctuations in the price or availability of fuel, hedging activities, the volume and terms of diesel fuel purchase commitments, surcharge collection, and surcharge policies approved by customers may increase our costs of operation, which could materially and adversely affect our profitability.

Fuel is one of our largest operating expenses. Diesel fuel prices fluctuate greatly due to economic, political, weather, and other factors beyond our control, each of which may lead to an increase in the price of fuel. Fuel pricing is also affected by regional differences. Additionally, fuel pricing also can be affected by the rising demand in developing countries and could be adversely impacted by the use of crude oil and oil reserves for other purposes and diminished drilling activity. Such events may lead not only to increases in fuel prices, but also to fuel shortages and disruptions in the fuel supply chain. Our operations are dependent upon diesel fuel, and accordingly, significant diesel fuel cost increases, shortages, or supply disruptions could materially and adversely affect our results of operations and financial condition.

From time to time, we may use hedging contracts and volume purchase arrangements to attempt to limit the effect of price fluctuations. If we do enter into hedging contracts, we may be forced to make cash payments under the hedging arrangements. In addition, in times of falling diesel fuel prices, including recently, our costs will not be reduced to the same extent they would have reduced had we not entered into the hedging contracts. Accordingly, in times of falling diesel fuel prices, our profitability may not increase to the extent it would have increased without the hedging contract.

We use a fuel surcharge program to recapture a portion of the increases in fuel prices over a base rate negotiated with our customers. The fuel surcharge program does not protect us from the full effect of increases in fuel prices. The terms of each customer’s fuel surcharge program vary, and certain customers have sought to modify the terms of their fuel surcharge programs to minimize recoverability for fuel price increases. A failure to improve our fuel price protection through these measures, increases in fuel prices, a shortage or rationing of diesel fuel, or significant payments under hedging arrangements could materially and adversely affect our results of operations.

Fluctuations in the prices of used revenue equipment may adversely affect our earnings and cash flows.

A decreased demand for used revenue equipment could adversely affect us and our operating results. We rely on the sale and trade-in of used revenue equipment to partially offset the cost of new revenue equipment. The market demand for used equipment is difficult to forecast and, although our equipment disposal schedule may fluctuate, we currently expect the market demand and gains on disposal in 2016 to be significantly less than the Company experienced in 2015 as we downsized the fleet and were able to take advantage of a favorable used tractor and trailer markets. When the used equipment market is weak, it may increase our net capital expenditures for new revenue equipment, decrease our gains on sale of revenue equipment (or create a loss on sale of revenue equipment), or increase our maintenance costs if we decide to extend the use of revenue equipment in a depressed market, any of which could have a material adverse effect on our operating results.

Increased prices, reduced productivity and scarcity of financing for new revenue equipment may adversely affect our earnings and cash flows.

We are subject to risk with respect to higher prices for new tractors. Prices have increased and may continue to increase, due in part to government regulations applicable to newly manufactured tractors and diesel engines and the pricing discretion of equipment manufacturers. In addition, we have recently equipped our tractors with safety, aerodynamics, and other options that increase the price of new tractors. More restrictive Environmental Protection Agency emissions standards have required vendors to introduce new engines. Compliance with such regulations has increased the cost of our new tractors and could impair equipment productivity, lower fuel mileage, and increase operating expenses. These adverse effects, combined with the uncertainty as to the reliability of the vehicles equipped with the newly designed diesel engines and the residual values realized from the disposition of these vehicles, could increase our costs or otherwise adversely affect our business or operations as the regulations become effective.

We have a combination of agreements and non-binding statements of indicative trade values covering the terms of trade-in commitments from our primary equipment vendors for disposal of a portion of our revenue equipment. From time to time, prices we expect to receive under these arrangements may be higher than the prices we would receive in the open market. We may suffer a financial loss upon disposition of our equipment if these vendors refuse or are unable to meet their financial obligations under these agreements, if we do not enter into definitive agreements consistent with the indicative trade values, if we fail to or are unable to enter into similar arrangements in the future, or if we do not purchase the number of replacement units from the vendors required for such trade-ins.

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Our indebtedness and capital and operating lease obligations could adversely affect our ability to respond to changes in our industry or business.

As a result of our level of debt, capital leases, operating leases, and encumbered assets, we believe:

● our vulnerability to adverse economic conditions and competitive pressures is heightened;

● we will continue to be required to dedicate a substantial portion of our cash flows from operations to lease payments and repayment of debt, limiting the availability of cash for other purposes;

● our flexibility in planning for, or reacting to, changes in our business and industry will be limited;

● our profitability is sensitive to fluctuations in interest rates because some of our debt obligations are subject to variable interest rates, and future borrowings and lease financing arrangements will be affected by any such fluctuations;

● our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, or other purposes may be limited; and

● we may be required to issue additional equity securities to raise funds, which would dilute the ownership position of our stockholders.

Our financing obligations could negatively impact our future operations, ability to satisfy our capital needs, or ability to engage in other business activities. We also cannot assure you that additional financing will be available to us when required or, if available, will be on terms satisfactory to us.

We have a recent history of net losses and may be unsuccessful in maintaining or increasing profitability.

We have generated a profit in two of the last five years. Maintaining and improving profitability depends upon numerous factors, including the ability to increase average revenue per tractor, increase velocity, improve driver retention, and control operating expenses. Despite recent results, we may not be able to maintain or increase profitability in the future. If we are unable to maintain our profitability, then our liquidity, financial position, and results of operations may be adversely affected.

We may not be successful in implementing new management, operating procedures, and cost savings initiatives as part of our long-term turnaround plan.

As part of the long-term turnaround plan, we have implemented changes to our management team and structure, as well as operating procedures. These changes may not be successful or may not achieve the desired results. Additional training or different personnel may be required, which may result in additional expense, delays in obtaining results, or disruptions to operations. Some of these implemented changes include customer service and driver management changes and cost savings initiatives. These changes and initiatives may not improve our results of operations, including asset productivity, tractor utilization, driver retention and base revenue per mile. In addition, we may not be successful in achieving the expected savings in our cost structure, including the areas of insurance and claims, equipment maintenance, equipment operating costs, and fuel economy. In such event, our revenue, financial results, and ability to operate profitably could be negatively impacted. Further, our operating results may be negatively affected by a failure to further penetrate our existing customer base, cross-sell our services, pursue new customer opportunities, and manage the operations and expenses of our new or growing services. There is no assurance we will be successful in achieving our long-term turnaround plan and initiatives. If we are unsuccessful in implementing our long-term turnaround plan and initiatives, our financial condition, results of operations, and cash flows could be adversely affected.

Management and key employee turnover or failure to attract and retain qualified management and other key personnel, could harm our business, financial condition, and results of operations.

We depend on the leadership and expertise of our executive management team and other key personnel to design and execute our strategic and operating plans, including our current efforts to grow and improve the profitability of our trucking and SCS segments. Our management team has experienced significant changes in recent years and may continue to experience change. Turnover, planned or otherwise, in key leadership positions may adversely impact our ability to manage our business efficiently and effectively, and such turnover can be disruptive and distracting to management, may lead to additional departures of existing personnel, and could have a material adverse effect on our operations and future profitability. We must recruit, develop and retain a core group of managers to realize our goal of expanding our operations, improving our earnings consistency, and positioning ourselves for long-term operating revenue growth.

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Increases in driver compensation or difficulty in attracting and retaining qualified drivers could adversely affect our profitability.

Like many truckload carriers, from time to time we experience substantial difficulty in attracting and retaining sufficient numbers of qualified professional drivers, including independent contractors. The trucking industry periodically experiences a shortage of qualified drivers, particularly during periods of economic expansion, in which alternative employment opportunities are more plentiful and freight demand increases, or during periods of economic downturns, in which unemployment benefits might be extended and financing is limited for independent contractors who seek to purchase equipment or for students who seek financial aid for driving school. Regulatory requirements, including CSA and hours-of-service, and an improved economy could further reduce the number of eligible drivers or force us to increase driver compensation to attract and retain drivers. Due to the shortage of qualified professional drivers and intense competition for drivers from other trucking companies, we expect to continue to face difficulty increasing the number of our drivers, including independent contractors. The compensation we offer our drivers and independent contractors is subject to market conditions, and, as market conditions change, we may find it necessary to increase driver and independent contractor compensation in future periods. For example, we implemented a significant increase in driver pay during the second quarter of 2015.

In addition, we and our industry suffer from a high driver turnover rate. The high driver turnover rate requires us to continually recruit a substantial number of drivers to operate existing revenue equipment. If we are unable to continue to attract and retain a sufficient number of drivers, we could be required to, among other things, adjust our compensation packages, increase the number of tractors without drivers, or operate with fewer tractors and face difficulty meeting shipper demands, all of which could adversely affect our growth and profitability.

If our independent contractors are deemed by regulators or judicial process to be employees, our business and results of operations could be adversely affected.

Tax and other regulatory authorities have asserted that independent contractor drivers in the trucking industry are employees rather than independent contractors. Federal legislation has been introduced in the past that would make it easier for tax and other authorities to reclassify independent contractors as employees, including legislation to increase the recordkeeping requirements for those that engage independent contractor drivers and to increase the penalties for companies who misclassify their employees and are found to have violated employees’ overtime and/or wage requirements. Additionally, federal legislators have sought to abolish the current safe harbor allowing taxpayers meeting certain criteria to treat individuals as independent contractors if they are following a long-standing, recognized practice, extend the Fair Labor Standards Act to independent contractors, and impose notice requirements based on employment or independent contractor status and fines for failure to comply. Some states have put initiatives in place to increase their revenue from items such as unemployment, workers’ compensation, and income taxes, and a reclassification of independent contractors as employees would help states with this initiative. Taxing and other regulatory authorities and courts apply a variety of standards in their determination of independent contractor status. If our independent contractors are determined to be employees, we would incur additional exposure under federal and state tax, workers’ compensation, unemployment benefits, labor, employment, and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings.

We depend on third parties, particularly in our brokerage and rail intermodal businesses, and service instability from these providers could increase our operating costs and reduce our ability to offer brokerage or rail intermodal services, which could adversely affect our revenue, results of operations, and customer relationships.

Our brokerage business is dependent upon the services of third-party capacity providers, including other truckload carriers. For this business, we do not own or control the transportation assets that deliver our customers’ freight, and do not employ the people directly involved in delivering the freight. This reliance could also cause delays in reporting certain events, including recognizing revenue and claims. These third-party providers seek other freight opportunities and may require increased compensation in times of improved freight demand or tight trucking capacity. Our inability to secure the services of these third parties could significantly limit our ability to serve our customers on competitive terms. Additionally, if we are unable to secure sufficient equipment or other transportation services to meet our commitments to our customers or provide services on competitive terms, our operating results could be materially and adversely affected. Our ability to secure sufficient equipment or other transportation services is affected by many risks beyond our control, including equipment shortages in the transportation industry, particularly among contracted truckload carriers, interruptions in service due to labor disputes, changes in regulations impacting transportation, and changes in transportation rates.

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We derive a significant portion of our revenues from our major customers, the loss of one or more of which could have a material adverse effect on our business.

We generate a significant portion of our operating revenue from our major customers.  Generally, we do not have long-term contracts with our major customers.  Accordingly, in response to economic conditions, supply and demand in the industry, our performance, our customers’ internal initiatives, or other factors, our customers may reduce or eliminate their use of our services, or threaten to do so to gain pricing or other concessions from us. 

Economic conditions and capital markets may adversely affect our customers and their ability to remain solvent. Our customers' financial difficulties can negatively impact our results of operations and financial condition, especially if these customers were to delay or default on payments to us. For some of our customers, we have entered into multi-year contracts, and the rates we charge may not remain advantageous. A reduction in or termination of our services by one or more of our major customers could have a material adverse effect on our business and operating results.

We operate in a highly regulated industry, and changes in existing regulations or violations of existing or future regulations could have a material adverse effect on our operations and profitability.

We operate in the United States pursuant to operating authority granted by the U.S. Department of Transportation (the “DOT”), in various Canadian provinces pursuant to operating authority granted by the Ministries of Transportation and Communications, and our Mexican business activities are subject to operating authority granted by Secretaria de Communicaciones y Transportes. Company drivers and independent contractors also must comply with the safety and fitness regulations of the DOT, including those relating to drug and alcohol testing, driver safety performance, and hours-of-service. Matters such as weight, equipment dimensions, and exhaust emissions are also subject to government regulations. We also may become subject to new or more restrictive regulations relating to exhaust emissions, drivers’ hours-of-service, ergonomics, on-board reporting of operations, collective bargaining, security at ports, speed limiters, and other matters affecting safety or operating methods. Future laws and regulations may be more stringent, require changes in our operating practices, influence the demand for transportation services, or require us to incur significant additional costs. Higher costs we incur, or higher costs incurred by suppliers who pass the costs on to us, could adversely affect our results of operations.

The CSA program adopted by the FMCSA could adversely affect our profitability and operations, our ability to maintain or grow our fleet, and our customer relationships.

Under CSA, fleets are evaluated and ranked against their peers based on certain safety-related standards. As a result, certain current and potential drivers may not be hired to drive for us and our fleet could be ranked poorly as compared to our peer firms. We recruit and retain first-time drivers to be part of our fleet, and these drivers may have a higher likelihood of creating adverse safety events under CSA. The occurrence of future deficiencies could affect driver recruitment by causing high-quality drivers to seek employment with other carriers or could cause our customers to direct their business away from us and to carriers with higher fleet safety rankings, either of which would adversely affect our results of operations. Additionally, competition for drivers with favorable safety ratings may increase and thus could necessitate increases in driver-related compensation costs. Further, we may incur greater than expected expenses in our attempts to improve our scores or as a result of those scores.

We have exceeded the established intervention thresholds under certain CSA categories. Based on these unfavorable ratings, we may be prioritized for an intervention action or roadside inspection, or our driver recruiting and retention may be affected by causing high-quality drivers to seek employment with other carriers, any of which could adversely affect our results of operations. In addition, customers may be less likely to assign loads to us. We have procedures in place in an attempt to address areas where we have exceeded the thresholds. However, we cannot assure you these measures will be effective.

Receipt of an unfavorable DOT safety rating could have a material adverse effect on our operations and profitability.

We currently have a satisfactory DOT rating, which is the highest available rating under the current safety rating scale. If we were to receive a conditional or unsatisfactory DOT safety rating, it could adversely affect our business as customer contracts may require a satisfactory DOT safety rating, and a conditional or unsatisfactory rating could negatively impact or restrict our operations.

The FMCSA also has proposed regulations that would modify the existing rating system and the safety labels assigned to motor carriers evaluated by the DOT. Under the proposed regulations, the methodology for determining a carrier’s DOT safety rating would be expanded to include the on-road safety performance of the carrier’s drivers and equipment, as well as results obtained from investigations. Exceeding certain thresholds based on such performance or results would cause a carrier to receive an unfit safety rating. If these proposed regulations are enacted and we were to receive an unfit safety rating, our business would be adversely affected in the same manner as if we received a conditional or unsatisfactory safety rating under the current regulations.

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Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.

We are subject to various environmental laws and regulations dealing with the transportation and handling of hazardous materials, fuel storage tanks, air emissions from our vehicles and facilities, engine idling, and discharge and retention of storm water. We operate in industrial areas, where truck terminals and other industrial activities are located, and where groundwater or other forms of environmental contamination may have occurred. Our operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others. We also maintain above-ground bulk fuel storage tanks and fueling islands at several of our facilities and one leased facility has below-ground bulk fuel storage tanks. A small percentage of our freight consists of low-grade hazardous substances, which subjects us to a wide array of regulations. Additionally, increasing efforts to control emissions of greenhouse gases may have an adverse effect on us. Federal and state lawmakers are considering a variety of climate-change proposals and new greenhouse gas regulations that could increase the cost of new tractors, impair productivity and increase our operating expenses. Although we have instituted programs to monitor and control environmental risks and promote compliance with applicable environmental laws and regulations, if we are involved in a spill or other accident involving hazardous substances, if there are releases of hazardous substances we transport, or if we are found to be in violation of applicable laws or regulations, we could be subject to liabilities, including substantial fines or penalties or civil and criminal liability, any of which could have a material adverse effect on our business and operating results.

If we cannot effectively manage the challenges associated with doing business internationally, our operating revenue and profitability may suffer.

A component of our operations is the business we conduct in Mexico, and to a lesser extent Canada, and we are subject to risks of doing business internationally, including fluctuations in foreign currencies, changes in the economic strength of Mexico and Canada, difficulties in enforcing contractual obligations and intellectual property rights, burdens of complying with a wide variety of international and United States export and import laws, and social, political, and economic instability. Additional risks associated with our foreign operations, including restrictive trade policies and imposition of duties, taxes, or government royalties by foreign governments, are present but largely mitigated by the terms of NAFTA.

Litigation may adversely affect our business, financial condition, and results of operations.

Our business is subject to the risk of litigation by employees, independent contractor drivers, customers, vendors, government agencies, stockholders, and other parties through private actions, class actions, administrative proceedings, regulatory actions, and other processes. Recently, trucking companies have been subject to lawsuits, including class action lawsuits, alleging violations of various federal and state wage and hour laws regarding, among other things, employee meal breaks, rest periods, overtime eligibility, and failure to pay for all hours worked. A number of these lawsuits have resulted in the payment of substantial settlements or damages by the defendants.

The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend litigation may also be significant. Not all claims are covered by our insurance, and there can be no assurance that our coverage limits will be adequate to cover all amounts in dispute. To the extent we experience claims that are uninsured, exceed our coverage limits, involve significant aggregate use of our self-insured retention amounts, or cause increases in future premiums, the resulting expenses could have a material adverse effect on our business, results of operations, financial condition, or cash flows.

We depend on the proper functioning, availability, and security of our information and communication systems, and a systems failure or unavailability or a security breach could cause a significant disruption to and adversely affect our business.

We depend on the proper functioning, availability, and security of our information and communication systems, including financial reporting and operating systems, in operating our business.  These systems are protected through physical and software safeguards, but are still vulnerable to fire, storm, flood, power loss, telecommunications failures, physical or software break-ins, terrorist attacks, Internet failures, computer viruses, and similar events beyond our control.  If the information or communication systems fail, otherwise become unavailable, or experience a security breach, manually performing functions could temporarily impact our ability to manage our fleet efficiently, to respond to customers’ requests effectively, to maintain billing and other records reliably, to bill for services accurately or in a timely manner, to communicate internally and with drivers, customers, and vendors, and to prepare financial statements accurately or in a timely manner. Business interruption insurance may be inadequate to protect us in the event of a catastrophe. Any system failure, upgrade complication, security breach, or other system disruption could interrupt or delay operations, damage our reputation, impact our ability to manage our operations and report financial performance, and cause the loss of customers, any of which could have a material adverse effect on existing and future business.

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We are in the midst of a multi-year process to migrate our legacy mainframe platform and internally developed software applications to server-based platforms.  We still have a few remaining systems to convert, and could experience delays, complications, or additional costs, any of which could have a material adverse effect on our business and operating results.  We anticipate the legacy mainframe applications should be completely migrated to newer platforms during 2016.

During 2014, we began to host all of our production systems at a remote data center designed to store and preserve our data. This data center replicates all production data back to the data center at our headquarters, which protects our information in the event of a fire or other significant disaster. This redundant data center allows the data related to our systems to be recovered following an incident. However, recovery of such data may not immediately restore our ability to utilize our information and communications systems. In the event such systems were significantly damaged, it could take several days before our systems regain functionality. Additionally, although we attempt to reduce the risk of disruption to our business operations should a disaster occur through redundant computer systems and networks, such as the one described above, and other backup systems, there can be no assurance that such measures will be effective in restoring lost data or restoring the functionality of our information and communication systems. 

We receive and transmit confidential data with and among our customers, drivers, vendors, employees, and service providers in the normal course of business. Despite our implementation of secure transmission techniques, internal data security measures, and monitoring tools, our information and communication systems are vulnerable to security threats and breach attempts from both external and internal sources. Any such breach could result in disruption of communications with our customers, drivers, vendors, employees, and service providers and access, viewing, misappropriation, altering, or deleting information in our systems, including customer, driver, vendor, employee, and service provider information and our proprietary business information. A security breach could damage our business operations and reputation and could cause us to incur costs associated with repairing our systems, increased security, customer notifications, lost operating revenue, litigation, regulatory action, and reputational damage.

Seasonality and the impact of weather affect our operations and profitability.

Our tractor productivity decreases during the winter season because inclement weather impedes operations, and some shippers reduce their shipments after the winter holiday season. Revenue can also be affected by bad weather and holidays, since revenue is directly related to available working days of shippers. At the same time, operating expenses increase, with fuel efficiency declining because of engine idling and harsh weather creating higher accident frequency, increased claims, and more equipment repairs. We could also suffer short-term impacts from weather-related events such as hurricanes, blizzards, ice storms and floods that could make our results of operations more volatile. Consequently, weather and other seasonal events could adversely affect our operating results.

We face various risks associated with stockholder activists.

Activist stockholders have advocated for certain changes at the Company. Such activist stockholders or potential stockholders may attempt to gain additional representation on or control of our board of directors, the possibility of which may create uncertainty regarding our future. These perceived uncertainties may make it more difficult to attract and retain qualified personnel, raise customer concerns, or cause volatility in the price of our common stock. The presence of such activist stockholders also may create a significant distraction for our management team and require us to expend significant time and resources, depending on the nature of the activists’ activities. We have entered into cooperation agreements with certain activist stockholders, which contain certain restrictions on such stockholders’ ability to vote their shares other than in accordance with our board of directors’ recommendations and require such stockholders to abide by certain standstill provisions. However, the restrictions and requirements in these cooperation agreements are scheduled to end on the date that is 10 days prior to the expiration of the advance notice period for stockholder nomination of directors at our 2017 annual meeting of stockholders. We cannot assure you that we will be able to agree to terms for similar agreements with any other activist stockholders that might acquire an interest in our Company.

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A potential proxy contest would be disruptive to our operations and cause it to incur substantial costs. The U.S. Securities and Exchange Commission has proposed to give stockholders the ability to include their director nominees and their proposals relating to a stockholder nomination process in our proxy materials, which would make it easier for activists to nominate directors to our board of directors. The Commission’s proposed rule was struck down by a federal court in 2011. However, in recent years, many public companies have received, and in some instances adopted, stockholder proposals allowing certain stockholders the ability to nominate directors to such company’s board of directors, and we may receive similar stockholder proposals. Future stockholder proposals, proxy contests and the presence of additional activist stockholder nominees on our board of directors could interfere with our ability to execute our long-term turnaround plan and other strategic initiatives, be costly and time-consuming, disrupt our operations, and divert the attention of our management and employees.

Additionally, we could be subjected to activist stockholder lawsuits. Such lawsuits are time-consuming and could require us to incur substantial legal fees and proxy costs in defending our position. Among other things, such lawsuits divert management's time and attention from operations and can also cause distractions among our employees.

Certain provisions of our corporate documents and Delaware law could deter acquisition proposals and make it difficult for a third party to acquire control of the Company. This could have a negative effect on the price of our common stock.

Provisions in our Restated and Amended Certificate of Incorporation (“Certificate of Incorporation”) may discourage, delay, or prevent a change of control or changes in our board of directors or management that our stockholders may consider favorable. For example, our Certificate of Incorporation authorizes the board of directors to issue up to 1,000,000 shares of “blank check” preferred stock. Without stockholder approval, our board of directors has the authority to attach special rights, including voting and dividend rights, to this preferred stock, which could make it more difficult for a third party to acquire the Company. Our Certificate of Incorporation also provides:

● for a classified board of directors, whereby directors serve for three-year terms, with approximately one-third of the directors coming up for re-election each year, making it more difficult for a third party to obtain control of the board of directors through a proxy contest;

● that vacancies on the board of directors may be filled only by the remaining directors in office, even if only one director remains in office;

● that directors may only be removed for “cause” and only by the affirmative vote of the holders of at least a majority of our outstanding common stock;

● that the affirmative vote of the holders of at least 66 2/3% of the voting power of our outstanding common stock is required to approve any merger or consolidation with any other business entity that requires approval of the stockholders;

● that stockholders can only act by written consent if such consent is signed by the holders of at least 66 2/3% of our outstanding common stock; and

● that each of the provisions set forth above may only be amended by the holders of at least 66 2/3% of our outstanding common stock.

Our Amended and Restated Bylaws also require advance notice of all stockholder proposals, including nominations for election as director, and provide that a special meeting of stockholders may be called only by the Chairman of the Board, the Chief Executive Officer, the President, or by a majority of the board of directors. We have in the past adopted a stockholder rights plan, which was voluntarily terminated by the board of directors in April 2014, and may in the future adopt new stockholder rights plans. We are also subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law. Under these provisions, if anyone becomes an “interested stockholder,” we may not enter into a “business combination” with that person for three years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change of control. For purposes of Section 203, “interested stockholder” means, generally, someone owning 15% or more of our outstanding voting stock or an affiliate of ours that owned 15% or more of the outstanding voting stock during the past three years, subject to certain exceptions as described in Section 203. These provisions will apply even if the change may be considered beneficial by some of our stockholders, and thereby negatively affect the price that investors might be willing to pay in the future for our common stock. In addition, to the extent that these provisions discourage an acquisition of our Company or other change of control transaction, they could deprive stockholders of opportunities to realize takeover premiums for their shares of our common stock.

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Knight Transportation, Inc.’s unsolicited takeover proposal was, and any future unsolicited offers may be, disruptive to our business.

In September 2013, Knight Transportation, Inc. (“Knight”) announced its unsolicited takeover proposal for our outstanding common stock. Responding to Knight’s unsolicited proposal, exploring the availability of alternative transactions that reflected our full intrinsic value and instituting legal action in connection with Knight’s tender offer created a significant distraction for our management team and required us to expend significant time and resources, and any future unsolicited proposals may lead to similar disruptions. Such proposals may disrupt our business by causing uncertainty among current and potential employees, suppliers, and customers, which could negatively impact our financial condition, results of operations and strategic initiatives and cause volatility in our stock price. These consequences, alone or in combination, may have a material adverse effect on our business. Additionally, we have entered into a change of control/severance plan with certain of our officers and members of our management team. The participants of the change of control arrangements may be entitled to severance payments and benefits upon a termination of their employment by us without cause or by them for good reason in connection with a change of control of the Company (each as defined in the applicable plan). The change of control arrangements may not be adequate to allow us to retain critical employees during a time when a change of control is being proposed or is imminent.

Item 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved written SEC staff comments regarding the Company’s periodic or current reports under the Securities Exchange Act of 1934 received 180 days or more before the end of the fiscal year to which this Form 10-K relates.

Item 2. PROPERTIES

USA Truck’s executive offices and headquarters are located on approximately 104 acres in Van Buren, Arkansas. This facility consists of approximately 117,000 square feet of office, training, SCS and driver facilities and approximately 30,000 square feet of maintenance space. The headquarters also has approximately 11,000 square feet of warehouse space and two other structures with approximately 22,000 square feet of office and warehouse space which are currently leased to a third party.

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The Company’s network consists of 20 facilities, which includes SCS offices and one terminal facility in Laredo, Texas, which is one of the largest inland freight gateway cities between the United States and Mexico, operated by a wholly owned subsidiary, International Freight Services, Inc. The Company is actively seeking locations for additional facilities as the Company expands its SCS footprint. As of December 31, 2015, the Company’s active facilities were located in or near the following cities:

	Shop	Driver Facilities	Fuel	Dispatch Office	Own or Lease
Trucking facilities:
Van Buren, Arkansas	Yes	Yes	No (1)	Yes	Own
West Memphis, Arkansas	Yes	Yes	No (1)	Yes	Own/Lease (2)
Atlanta, Georgia	Yes	Yes	No	Yes	Lease
Chicago, Illinois	Yes	Yes	No	No	Lease
Vandalia, Ohio	Yes	Yes	No (1)	No	Own
Spartanburg, South Carolina	Yes	Yes	No	No	Own
Laredo, Texas	Yes	Yes	No	Yes	Own/Lease (3)
SCS facilities:
Springdale, Arkansas	No	No	No	Yes	Lease
Van Buren, Arkansas	Yes	Yes	No (1)	Yes	Own
Roseville, California	No	No	No	Yes	Lease
Los Angeles, California	No	No	No	Yes	Lease
Jacksonville, Florida	No	No	No	Yes	Lease
Atlanta, Georgia	No	No	No	Yes	Lease
Oak Brook, Illinois	No	No	No	Yes	Lease
Kansas City, Kansas	No	No	No	Yes	Lease
Buffalo, New York	No	No	No	Yes	Lease
Addison, Texas	No	No	No	Yes	Lease
El Paso, Texas	No	No	No	Yes	Lease
Salt Lake City, Utah	No	No	No	Yes	Lease
Seattle, Washington	No	No	No	Yes	Lease
Administrative facilities:
Burns Harbor, Indiana	No	No	No	Yes	Lease

(1) Infrastructure is in place, but not currently utilized.

(2) USA Truck, Inc. owns the terminal facility and holds an easement relating to less than one acre.

(3) USA Truck, Inc. owns the terminal facility and leases an adjacent four acres for tractor and trailer parking.

Item 3. LEGAL PROCEEDINGS

USA Truck is a party to routine litigation incidental to its business, primarily involving claims for personal injury and property damage incurred in the transportation of freight. Though the Company believes these claims to be routine and immaterial to its long-term financial position, adverse results of one or more of these claims could have a material adverse effect on its financial position, results of operations or cash flow in a quarter or annual reporting period.

Item 4. MINE SAFETY DISCLOSURES

None.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

USA Truck’s common stock is quoted on the NASDAQ Global Select Market under the symbol “USAK.” The following table sets forth, for the periods indicated, the high and low sale prices of the Company’s common stock as reported by the NASDAQ Global Select Market.

	2015				2014
	High		Low		High		Low
Quarter Ended:
March 31	$	32.14	$	25.01	$	15.77	$	11.95
June 30		29.08		21.19		19.57		14.67
September 30		24.29		16.33		19.50		16.59
December 31		21.32		15.99		28.70		13.90

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As of February 12, 2016, there were 181 holders of record (including brokerage firms and other nominees) of USA Truck common stock. On February 12, 2016, the closing price per share of USA Truck common stock on the NASDAQ Global Select Market was $16.11.

Dividend Policy

The Company has not paid any dividends on its common stock to date, and does not anticipate paying any dividends at the present time. The Company currently intends to retain all of its earnings, if any, for use in the expansion and development of its business and reduction of debt. The Company’s Credit Facility places restrictions on its ability to pay dividends. Future payments of dividends will depend upon the Company’s financial condition, results of operations, capital commitments, restrictions under then-existing agreements, and other factors the Company deems relevant.

Equity Compensation Plan Information

For information on USA Truck’s equity compensation plans, please refer to Item 12 of Part III of this Form 10-K.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides certain information, as of December 31, 2015, with respect to the Company’s compensation plans and other arrangements under which shares of common stock are authorized for issuance.  

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
	(a)			(b)			(c)
Equity Compensation Plans Approved by Security Holders		15,610	(1)	$	5.40	(2)		364,235	(3)
Equity Compensation Plans Not Approved by Security Holders		--			--			--
Total		15,610		$	5.40			364,235

(1) Includes only common stock subject to outstanding stock options and does not include: (i) 25,052 unvested shares of restricted stock, which will vest in annual increments, subject to the attainment of specified performance goals, and which do not require the payment of exercise prices and (ii) 85,889 unvested shares of restricted stock, which will vest in annual increments, and which do not require the payment of exercise prices. These 110,941 shares exclude 4,376 shares from layers 6-7 of performance based restricted stock which have been deemed forfeited in prior years. Such forfeitures will become effective in varying amounts in April of 2015 through 2017.

(2) Excludes shares of restricted stock, which do not require the payment of exercise prices.

(3) The 364,235 shares that remain available for future grants may be granted as stock options under our 2014 Omnibus Incentive Plan, or alternatively, be issued as restricted stock, stock units, performance shares, performance units or other incentives payable in cash or stock.

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Repurchase of Equity Securities

The table below sets forth the information with respect to purchases of the Company’s common stock made by or on behalf of USA Truck during the quarter ended December 31, 2015:

Period	(a) Total Number of Shares Purchased		(b) Weighted Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number of Common Shares that May Yet Be Purchased Under the Publicly Announced Plans or Programs
October 1-31, 2015
Repurchase Program (1)		216,023	$	18.85		216,023		537,998
Other Transactions (2)		--		--		--		--
November 1-30, 2015
Repurchase Program (1)		239,300	$	19.12		239,300		298,698
Other Transactions (2)		48	$	19.92		--		--
December 1-31, 2015
Repurchase Program (1)		252,436	$	18.16		252,436		46,262
Other Transactions (2)		--		--		--		--
Total		707,807	$	18.69		707,759		46,262

(1) In July 2015, the Company’s Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company’s common stock over a three-year period ending July 28, 2018. Share repurchases, if any, will be made using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. During the quarter ended December 31, 2015, the Company repurchased a total of 707,759 shares at a weighted average price of $18.69 per share for an aggregate cost of approximately $13.2 million. As of December 31, 2015, 953,738 shares were repurchased and on January 8, 2016, the Company had repurchased the full million shares of common stock included in the repurchase program authorized in 2015.

(2) Shares of common stock withheld to offset tax withholding obligations that occurred upon vesting and release of restricted shares. The withholding of shares was permitted under the applicable award agreements and was not part of any stock repurchase plan.

Item 6. SELECTED FINANCIAL DATA

Change in Accounting Principles

During 2015, the Company changed its accounting policy for tires. Prior to this change, the cost of the replacement tires placed in service was reported as prepaid tires and amortized based on estimated usage of the tires. Under the new policy, the cost of tires mounted on purchased revenue equipment is capitalized as part of the total equipment cost and is depreciated over the useful life of the related equipment. Subsequent replacement tires are expensed at the time those tires are placed in service. Management believes this new policy is preferable under the circumstances because it provides a more precise method for recognizing expenses related to tires consistent with industry practice. Comparative financial statements for all prior periods have been recast to apply the new policy retrospectively, and are reflected under columns marked “Recast”.

During November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which simplifies the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent in a statement of financial position. The Company has early adopted ASU 2015-17 effective December 31, 2015 on a retrospective basis. Adoption of this ASU resulted in a reclassification of the Company’s net current deferred tax asset as an offset to the net noncurrent deferred tax liability in its Consolidated Balance Sheet as of December 31, 2014. The reclassification resulted in a $7.7 million decrease in the current deferred income tax asset and the long-term noncurrent deferred income tax liability. Comparative financial statements for all prior periods have been recast to apply the new policy retrospectively, and are reflected under columns marked “Recast”.

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Select Financial Data

The following selected financial data should be read in conjunction with “Management's Discussion and Analysis of Financial Condition and Results of Operations,” under Part II, Item 7 of this Form 10-K and the consolidated financial statements and accompanying footnotes under Part II, Item 8 of this Form 10-K (dollar amounts in thousands).

	Year Ended December 31,
	2015			2014			2013			2012			2011
				(Recast)			(Recast)			(Recast)			(Recast)
Consolidated statement of operations data:
Operating revenue	$	507,934		$	602,477		$	555,005		$	512,428		$	519,408
Operating income (loss)		23,071			17,653			(10,101	)		(23,446	)		(13,565	)
Net income (loss)		11,069			6,285			(9,993	)		(17,778	)		(11,341	)
Diluted earnings (loss) per share		1.06			0.60			(0.97	)		(1.72	)		(1.10	)
Consolidated balance sheet data:
Cash and cash equivalents	$	87		$	205		$	14		$	1,742		$	2,659
Total assets		286,456			303,944			301,552			322,321			327,191
Long-term debt, capital leases and note payable, including current portion		101,435			117,512			128,891			138,285			119,443
Stockholders’ equity		93,777			99,068			92,397			102,172			119,821
Total debt, less cash, to total capitalization ratio		51.9	%		54.2	%		58.2	%		56.8	%		48.8	%
Other financial data:
Adjusted operating ratio (1) (unaudited)		94.3	%		96.4	%		100.9	%		105.7	%		103.3	%

(1) Non-GAAP Financial Measure Reconciliation – Unaudited

The Company reports certain financial measures that are not prescribed or authorized by U.S. generally accepted accounting principles (“GAAP”). Management’s reasons for reporting these non-GAAP measures are provided below, and the accompanying tables reconcile the most directly comparable GAAP measures to the non-GAAP measures.

USA Truck uses the term “adjusted operating ratio” throughout this Form 10-K. Adjusted operating ratio, as defined here, is a non-GAAP financial measure, as defined by the SEC. Management uses adjusted operating ratio as a supplement to the Company’s GAAP results in evaluating certain aspects of its business, as described below.

Adjusted operating ratio is calculated as operating expenses less unusual items, net of fuel surcharges, as a percentage of operating revenue excluding fuel surcharge revenue.

USA Truck’s Board of Directors and chief operating decision-makers also focus on adjusted operating ratio as an indicator of the Company’s performance from period to period. Management believes fuel surcharge can be volatile and eliminating the impact of this source of revenue (by netting fuel surcharge revenue against fuel expense) affords a more consistent basis for comparing results of operations.

Management believes its presentation of adjusted operating ratio is useful because it provides investors and securities analysts the same information that the Company uses internally for purposes of assessing its core operating performance.

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Adjusted operating ratio is not a substitute for operating margin or any other measure derived solely from GAAP measures. There are limitations to using non-GAAP measures such as adjusted operating ratio. Although management believes that adjusted operating ratio can make an evaluation of the Company’s operating performance more consistent because it removes items that, in management’s opinion, do not reflect its core operating performance, other companies in the transportation industry may define adjusted operating ratio differently. As a result, it may be difficult to use adjusted operating ratio or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to USA Truck’s performance.

Consolidated Reconciliations

Pursuant to the requirements of Regulation G, reconciliations of non-GAAP financial measures to GAAP financial measures have been provided in the table below for operating ratio (dollar amounts in thousands):

	Year Ended December 31,
	2015			2014			2013			2012			2011
				(Recast)			(Recast)			(Recast)			(Recast)
Operating revenue	$	507,934		$	602,477		$	555,005		$	512,428		$	519,408
Less:
Fuel surcharge revenue		58,981			108,133			111,150			103,709			108,382
Base revenue		448,953			494,344			443,855			408,719			411,026
Operating expense		484,863			584,824			565,106			535,874			532,973
Adjusted for:
Long-term claims liability reserve adjustment (1)		--			--			(5,970	)		--			--
Restructuring, severance and related charges (2)		(2,742	)		--			--			--			--
Fuel surcharge revenue		(58,981	)		(108,133	)		(111,150	)		(103,709	)		(108,382	)
Adjusted operating expense	$	423,140		$	476,691		$	447,986		$	432,165		$	424,591
Operating ratio		95.5	%		97.1	%		101.8	%		104.6	%		102.6	%
Adjusted operating ratio		94.3	%		96.4	%		100.9	%		105.7	%		103.3	%

Segment Reconciliations

Trucking Segment	Year Ended
	December 31,
	2015			2014			2013
				(Recast)			(Recast)
Revenue	$	356,528		$	424,082		$	418,601
Less: intersegment eliminations		2,048			587			486
Operating revenue		354,480			423,495			418,115
Less: fuel surcharge revenue		46,799			87,198			91,840
Base revenue	$	307,681		$	336,297		$	326,275
Operating expense	$	343,392		$	426,617		$	437,216
Adjusted for:
Long-term claims liability reserve adjustment (1)		--			--			(5,970	)
Restructuring, severance and related charges (2)		(2,742	)		--			--
Fuel surcharge revenue		(46,799	)		(87,198	)		(91,840	)
Adjusted operating expense	$	293,851		$	339,419		$	339,406
Operating ratio		96.9	%		100.7	%		104.6	%
Adjusted operating ratio		95.5	%		100.9	%		104.0	%

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SCS Segment	Year Ended
	December 31,
	2015			2014			2013
Revenue	$	158,295		$	192,924		$	146,492
Less: intersegment eliminations		4,841			13,942			9,602
Operating revenue		153,454			178,982			136,890
Less: fuel surcharge revenue		12,182			20,935			19,310
Base revenue	$	141,272		$	158,047		$	117,580
Operating expense	$	141,471		$	158,207		$	127,890
Adjusted for:
Fuel surcharge revenue		(12,182	)		(20,935	)		(19,310	)
Adjusted operating expense	$	129,289		$	137,272		$	108,580
Operating ratio		92.2	%		88.4	%		93.4	%
Adjusted operating ratio		91.5	%		86.9	%		92.3	%

(1) During 2013, management conducted an in-depth review of its long-term claims liability and engaged a third party actuary and recorded an increase of $6.0 million to its long-term claims liability.

(2) During 2015, the Company recognized $2.7 million in restructuring, severance and related charges relating to the termination of employment of certain executives and the closure of two maintenance facilities. See “Item 8. Financial Statements and Supplementary Data – Note 14: Restructuring, severance and related charges” in this Form 10-K for further discussion.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with the Business section in Part 1, Item 1, as well as the consolidated financial statements and accompanying footnotes in Part II, Item 8, of this Form 10-K. This discussion contains forward-looking statements as a result of many factors, including those set forth under Part I, Item 1A. “Risk Factors,” Part I “Cautionary Note Regarding Forward Looking Statements,” and elsewhere in this report. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those discussed herein. MD&A summarizes the financial statements from management’s perspective with respect to the Company’s financial condition, results of operations, liquidity and other factors that may affect actual results.

The MD&A is organized in the following sections:

● Overview

● Results of Operations

● Liquidity and Capital Resources

● Contractual Obligations and Commitments

● Off-Balance Sheet Arrangements

● Critical Accounting Policies

Overview 

USA Truck offers a broad range of truckload and logistics services to a diversified customer base that spans a variety of industries. The Company has two reportable segments: (i) trucking, consisting of one-way truckload services, in which volumes typically are not contractually committed, and dedicated contract services, in which a combination of equipment and drivers is contractually committed to a particular customer, typically for a duration of at least one year, and (ii) SCS, consisting of freight brokerage and rail intermodal service offerings, in which the Company retains control of the customer relationship and contract for the use of a third party’s transportation assets. The trucking segment provides truckload transportation, including dedicated services, of various products, goods, and materials. The Company’s SCS service offering matches customer shipments with available equipment of authorized carriers and provides services that complement the Company’s trucking operations. SCS provides these services primarily to existing trucking customers, many of whom prefer to rely on a single carrier, or a small group of carriers, to provide all their transportation solutions.

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Revenue for the Company’s trucking segment is substantially generated by transporting freight for customers, and is predominantly affected by the rates per mile received from customers, the number of tractors in operation, and the number of revenue generating miles per tractor. USA Truck enhances its trucking operating revenue by charging for fuel surcharge, stop-off pay, loading and unloading activities, tractor and trailer detention and other ancillary services.

Operating expenses that have a major impact on the profitability of the trucking segment are primarily the variable costs or mostly variable costs of transporting freight for customers. These costs include driver salaries and benefits, fuel and fuel taxes, payments to independent contractors, operating and maintenance expense and insurance and claims. In addition, the fixed or mostly fixed costs associated with non-driving personnel, terminal infrastructure, and depreciation, interest, rent, and gain or loss on disposition of revenue equipment, can significantly affect the Company’s margins to the extent revenue from this segment is spread over more or less fixed cost burden.

To mitigate exposure to fuel price increases, the Company recovers from its customers additional fuel surcharges that generally recoup a majority of the increased fuel costs; however, the Company cannot assure the recovery levels experienced in the past will continue in future periods. Although its fuel surcharge program mitigates some exposure to rising fuel costs, the Company continues to have exposure to increasing fuel costs related to empty miles, fuel inefficiency due to engine idle time, and other factors, including the extent to which the surcharge paid by the customer is insufficient to compensate for fuel expense, particularly in times of rapidly increasing fuel prices. The main factors that affect fuel surcharge revenue are the price of diesel fuel and the number of loaded miles. The fuel surcharge is billed on a lagging basis, meaning the Company typically bills customers in the current week based on the previous week’s applicable United States Department of Energy, or DOE, index. Therefore, in times of increasing fuel prices, the Company does not recover as much as it is currently paying for fuel. In periods of declining prices, the opposite is true.

The key statistics used to evaluate trucking revenue, net of fuel surcharge, are (i) base trucking revenue per seated tractor per week (ii) average miles per seated tractor per week, (iii) average base revenue per loaded mile, (iv) deadhead percentage, (v) average loaded miles per trip and (vi) average number of seated tractors. In general, the Company’s average miles per tractor per week, rate per mile, and deadhead percentage are affected by industry-wide freight volumes, industry-wide trucking capacity and the competitive environment, which factors are beyond the Company’s control, as well as by its service levels and efficiency of its operations, over which the Company has significant control.

The SCS segment provides services that complement trucking services, primarily to existing customers of the trucking segment. Unlike the trucking segment, the SCS segment is non asset based and is instead dependent upon qualified employees, information systems and qualified third-party capacity providers. The largest expense related to the SCS segment is purchased transportation expense. Other operating expenses consist primarily of salaries, wages and benefits. The Company evaluates the SCS segment’s financial performance by reviewing the gross margin percentage (revenue less purchased transportation expenses expressed as a percentage of revenue) and the operating income percentage. The gross margin can be impacted by fluctuations in freight volumes and industry-wide trucking capacity. SCS often achieves better gross margins during periods of imbalance between supply and demand than times of balanced supply and demand, although periods of transition to tight capacity also can compress margins. In addition, SCS operating income percentage is impacted by gross margin and by the amount of revenue we are able to spread across our personnel and technology costs.

USA Truck generated earnings per share, or EPS, of $1.06 per diluted share for the year ended December 31, 2015, compared to $0.60 per diluted share in 2014. The growth in EPS was driven primarily by improvements in the Company’s trucking operating segment, where an improvement of $14.2 million in operating income more than offset an $8.8 million reduction in operating income in the Company’s SCS segment. The trucking segment adjusted operating ratio decreased 540 basis points to 95.5% in 2015, compared to 100.9% in 2014. This was primarily due to the strategy to decrease the fleet during 2015, by a net 417 tractors as the Company focused on its network, customer profitability and reduce its unseated tractors in its trucking segment . This reduction in tractors enabled the Company to sell high cost tractors and trailers, which generated $6.4 million or 210 basis points improvement in adjusted operating ratio. The other main factors that contributed to higher operating income in the Company’s trucking segment were: lower diesel fuel prices, higher base revenue per loaded mile, and cost control initiatives. The main factor that contributed to lower operating income in the Company’s SCS segment was lower revenue per SCS employee in 2015, compared with 2014, as a result of the extraordinary imbalance of freight demand in excess of trucking capacity experienced in 2014 returning to more normalized levels in 2015.

Moving forward, the Company’s goals are to grow revenues, improve asset utilization, and strive for additional cost and process improvements. By focusing on these areas, management believes it will make progress on its goals of improving the Company’s return on invested capital and stockholder value.

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Results of Operations 

The following tables summarize the consolidated statements of operations (dollar amounts in thousands) and percentage of consolidated operating revenue and the percentage increase or decrease in the dollar amounts of those items compared to the prior year.

	2015								2014								% Change in
	$		% Operating Revenue			% Base Revenue (3)			$		% Operating Revenue			% Base Revenue (3)			Dollar Amounts
									(Recast)
Base revenue	$	448,953		88.4	%				$	494,344		82.1	%					(9.2	)%
Fuel surcharge revenue		58,981		11.6						108,133		17.9						(45.5	)
Operating revenue	$	507,934		100.0	%				$	602,477		100.0	%					(15.7	)
Operating expenses		484,863		95.5	%		94.3	%		584,824		97.1	%		96.4	%		(17.1	)%
Operating income		23,071		4.5			5.7			17,653		2.9			3.6			30.7
Other expenses:
Interest expense		2,237		0.4			0.5			3,008		0.5			0.6			(25.6	)
Defense costs (1)		--		--			--			2,764		0.5			0.6			(100.0	)
Loss on extinguishment of debt (2)		750		0.2			0.2			--		--			--			100.0
Other, net		743		0.1			0.1			245		--			--			203.3
Total other expenses, net		3,730		0.7			0.8			6,017		1.0			1.2			(38.0	)
Income before income taxes		19,341		3.8			4.9			11,636		1.9			2.4			66.2
Income tax expense		8,272		1.6			1.8			5,351		0.9			1.1			54.6
Net income	$	11,069		2.2	%		3.1	%	$	6,285		1.0	%		1.3	%		76.1	%

	2014								2013									% Change in
	$		% Operating Revenue			% Base Revenue (3)			$			% Operating Revenue			% Base Revenue(3)			Dollar Amounts
	(Recast)								(Recast)
Base revenue	$	494,344		82.1	%				$	443,855			80.0	%					11.4	%
Fuel surcharge revenue		108,133		17.9						111,150			20.0						(2.7	)
Operating revenue	$	602,477		100.0	%				$	555,005			100.0	%					8.6
Operating expenses		584,824		97.1	%		96.4	%		565,106			101.8	%		100.9	%		3.5	%
Operating income		17,653		2.9			3.6			(10,101	)		(1.8	)		(0.9	)		274.8
Other expenses:
Interest expense		3,008		0.5			0.6			3,662			0.7			0.8			(17.9	)
Defense costs (1)		2,764		0.5			0.6			1,480			0.2			0.3			86.8
Other, net		245		--			--			(711	)		(0.1	)		(0.2	)		134.5
Total other expenses, net		6,017		1.0			1.2			4,431			0.8			0.9			35.8
Income (loss) before income taxes		11,636		1.9			2.4			(14,532	)		(2.6	)		(1.8	)		180.1
Income tax expense (benefit)		5,351		0.9			1.1			(4,539	)		(0.8	)		(0.9	)		217.9
Net income	$	6,285		1.0	%		1.3	%		(9,993	)		(1.8	)%		(0.9	)%		162.9	%

(1) Defense costs are the legal and related costs incurred in connection with the unsolicited proposal from another trucking Company to acquire USA Truck and related litigation and activists costs, pretax.

(2) Loss on extinguishment of debt represents the write-off of the deferred financing fees associated with the previous revolving credit facility.

(3) The percent of base revenue calculation for operating expenses is calculated as operating expenses, net of fuel surcharges and unusual items, as a percent of operating revenue excluding fuel surcharge revenue. This presentation adjusts the unusual items associated with the claims reserve liability adjustment of $6.0 million in 2013 and the restructuring, severance and related charges of $2.7 million in 2015.

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Results of Operations—Segment Review

	Year Ended December 31,
	2015			2014			2013
Trucking:				(Recast)			(Recast)
Operating revenue (in thousands)	$	354,480		$	423,495		$	418,115
Operating income (loss) (in thousands) (1)		11,088			(3,122	)		(19,101	)
Adjusted operating ratio (2)		95.5	%		100.9	%		104.0	%
Total miles (in thousands) (3)		186,686			215,479			223,923
Deadhead percentage (4)		12.6	%		12.7	%		11.8	%
Base revenue per loaded mile		1.885			1.788			1.654
Average number of in-service tractors (5)		1,970			2,202			2,232
Average number of seated tractors (6)		1,824			2,047			2,119
Average miles per seated tractor per week		1,963			2,019			2,027
Base revenue per seated tractor per week	$	3,235		$	3,151		$	2,957
Average loaded miles per trip		582			612			599
Strategic Capacity Solutions:
Operating revenue (in thousands)	$	153,454		$	178,982		$	136,890
Operating income (in thousands) (1)		11,983			20,775			9,000
Gross margin (7)		18.0	%		17.7	%		14.2	%

(1) Operating income or loss is calculated by deducting operating expenses from operating revenue.

(2) Trucking segment adjusted operating ratio (non-GAAP) presented as if fuel surcharges and unusual items are excluded from operating revenue and instead reported as a reduction of operating expenses, excluding intersegment activity. Pursuant to the requirements of Regulation G, reconciliations of non-GAAP financial measures to GAAP financial measures have been provided in Part 1, Item 6. Selected Financial Data in this Form 10-K.

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

(4) Deadhead percentage is calculated by dividing empty miles into total miles.

(5) Tractors include company-operated tractors in service, plus tractors operated by independent contractors.

(6) Seated tractors are those occupied by drivers.

(7) Gross margin is calculated by taking revenue less purchased transportation expense and dividing that amount by revenue. This calculation includes intercompany revenue and expenses and fuel surcharge revenue.

Trucking operating revenue

During 2015, the Company completed its plan to downsize its tractor fleet by approximately 400 tractors to help focus on its network, customer profitability and reduce its unseated tractors in its trucking segment. This plan contributed to an 8.5% decrease in base revenue due to 10.9% less seated tractors which generated 13.2% lower loaded miles partially offset by a 2.7% increase in average base revenue per tractor per week. Fuel surcharge revenue was down primarily due to the lower loaded miles as well as the 30.4% lower DOE average price of diesel fuel throughout 2015. Management believes that the tractor fleet hit its lowest level during the third quarter of 2015 and will continue to focus on improving the utility of the trucks throughout 2016 before adding additional tractors into the fleet.

During 2014, the increases in trucking’s operating revenue were primarily the result of a 6.7% increase in the trucking base revenue per seated tractor per week, driven by a 8.3% increase in trucking base revenue per loaded mile. The increase in trucking operating revenue was partially offset by a decrease of 72 seated tractors in 2014, compared to 2013.

Trucking operating income (loss)

The improvement in trucking operating income was driven primarily by a $6.4 million increase in gain on sale of equipment (210 basis point improvement in adjusted operating ratio) associated with the plan to downsize the tractor fleet in 2015. This reduction of the high cost tractors in the fleet has positioned the Company with a tractor fleet age of 26.5 months and management believes it will be able to continue to improve its recruiting of experienced drivers and maintenance expense during 2016. Additionally, improvements in pricing (540 basis point improvement in base revenue per loaded mile) and fuel expense were partially offset by a 3.9% increase in driver wages during 2015.

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During 2014, the improvement in operating ratio and adjusted operating ratio was primarily driven by the increase in average base revenue per loaded mile noted above, a continued focus on controlling costs, and a 7.6% improvement in the fuel economy (measured by miles per gallon) in Company tractors due to specific ongoing initiatives targeted at improving fuel efficiency, as well as the addition of more fuel efficient tractors to the Company’s fleet. Additionally, overall lower fuel pricing during 2014 yielded savings for the Company of approximately $5.8 million, compared to the year ended December 31, 2013.

SCS operating revenue

Decreases in operating revenue resulted primarily from 1.0% lower load volumes and lower pricing, both of which were directly related to the softened spot market experienced during 2015. Total revenue per employee decreased 25.1% during 2015, primarily due to the expansion of two new offices in 2015, resulting in a 14.4% increase in headcount to support the anticipated growth of this segment as well as higher transportation costs charged by carriers.

Increased revenues during 2014 were primarily related to an approximate 10% increase in load volumes, and a 30.2% increase in operating revenue per SCS employee over the levels experienced in 2013. All were directly related to the capacity constraints brought on by challenging weather conditions and driver shortages.

SCS operating income

Decreases in SCS operating income resulted from headcount continuing to exceed the revenue base, as revenue growth was dampened as a result of the softer freight market. Accordingly, gross profit per employee decreased 26.8%, compared to the same period in 2014. The opposite occurred in 2014, compared to 2013, when gross profit per SCS employee grew 63.1% in a robust market.

Consolidated Operating Expenses

The following table summarizes the consolidated operating expenses (dollar amounts in thousands) and percentage of consolidated operating revenue, consolidated base revenue and the percentage increase or decrease in the dollar amounts of those items compared to the prior year.

	2015									2014									% Change
	$			% Operating Revenue			% Base Revenue (1)			$			% Operating Revenue			% Base Revenue (1)			2015 to 2014
										(Recast)
Operating Expenses:
Salaries, wages and employee benefits	$	140,649			27.7	%		31.3	%	$	153,410			25.5	%		31.0	%		(8.3	)%
Fuel and fuel taxes		58,511			11.5			13.0			116,092			19.3			23.5			(49.6	)
Depreciation and amortization		37,480			7.4			8.3			44,071			7.3			8.9			(15.0	)
Insurance and claims		21,183			4.2			4.7			24,910			4.1			5.0			(15.0	)
Equipment rents		4,424			0.9			1.0			3,089			0.5			0.6			43.2
Operations and maintenance		39,644			7.8			8.8			45,634			7.6			9.2			(13.1	)
Purchased transportation		161,370			31.8			35.9			172,117			28.6			34.8			(6.2	)
Operating taxes and licenses		5,720			1.1			1.3			5,589			0.9			1.1			2.3
Communications and utilities		3,599			0.7			0.8			4,062			0.7			0.8			(11.4	)
Gain on sale of assets		(7,547	)		(1.5	)		(1.7	)		(1,107	)		(0.2	)		(0.2	)		581.8
Restructuring, severance and related charges		2,742			0.5			0.6			--			--			--			100.0
Other		17,088			3.4			3.8			16,957			2.8			3.4			0.8
Total operating expenses	$	484,863			95.5	%		94.3	%	$	584,824			97.1	%		96.4	%		(17.1	)%

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	2014									2013									% Change
	$			% Operating Revenue			% Base Revenue (1)			$			% Operating Revenue			% Base Revenue (1)			2014 to 2013
	(Recast)									(Recast)
Operating Expenses:
Salaries, wages and employee benefits	$	153,410			25.5	%		31.0	%	$	143,762			25.9	%		32.4	%		6.7	%
Fuel and fuel taxes		116,092			19.3			23.5			135,548			24.4			30.5			(14.4	)
Depreciation and amortization		44,071			7.3			8.9			44,947			8.1			10.1			(1.9	)
Insurance and claims		24,910			4.1			5.0			27,253			4.9			6.1			(8.6	)
Equipment rents		3,089			0.5			0.6			--			--			--			100.0
Operations and maintenance		45,634			7.6			9.2			50,928			9.2			11.5			(10.4	)
Purchased transportation		172,117			28.6			34.8			139,091			25.1			31.3			23.7
Operating taxes and licenses		5,589			0.9			1.1			5,406			1.0			1.2			3.4
Communications and utilities		4,062			0.7			0.8			4,117			0.7			0.9			(1.3	)
Gain on sale of assets		(1,107	)		(0.2	)		(0.2	)		(1,648	)		(0.3	)		(0.4	)		32.8
Other		16,957			2.8			3.4			15,702			2.8			3.5			8.0
Total operating expenses	$	584,824			97.1	%		96.4	%	$	565,106			101.8	%		100.9	%		3.5	%

(1) The percent of base revenue calculation for operating expenses is calculated as operating expenses, net of fuel surcharges and unusual items, as a percent of operating revenue excluding fuel surcharge revenue. This presentation adjusts the unusual items associated with the claims reserve liability adjustment of $6.0 million in 2013 and the restructuring, severance and related charges of $2.7 million in 2015.

Salaries, wages and employee benefits 

Salaries, wages, and employee benefits consist primarily of compensation for all employees. Salaries, wages, and employee benefits are primarily affected by the total number of miles driven by Company drivers, the rate per mile the Company pays its Company drivers, employee benefits (including, but not limited to, health care and workers’ compensation), and to a lesser extent by the number of, and compensation and benefits paid to, non-driver employees.

The decreases experienced in salaries, wages and employee benefits expenses during 2015 were primarily due to a 15.6% decrease in the number of company drivers, a 10.9% reduction in the average seated truck count, offset by 3.9% higher driver pay. Also, during the third quarter, the Company enhanced its Paid Time Off (“PTO”) policy, converting from an anniversary date vesting period to a calendar year vesting period. The Company reversed approximately $1.4 million of its vacation reserve, as PTO is no longer accrued for carry over balances.

Salaries, wages, and employee benefit expenses for 2014 increased when compared to 2013, due to the continuation of increased driver labor costs in the tight market for drivers, as well as associated payroll taxes. During July 2014, the Company implemented a banded pay increase to its drivers which accounted for approximately $5.7 million of the increase in salaries, wages and employee benefits expense. Additionally, employee medical benefit costs increased approximately $3.0 million during the year ended December 31, 2014, compared to 2013.

The compensation paid to the Company drivers and other employees has increased and may need to increase further in future periods if the economy strengthens and other employment alternatives become more available. Furthermore, management believes that the market for drivers continues to tighten; therefore, it expects hiring expenses to continue to increase in order to attract a sufficient number of qualified drivers to operate the Company fleet.

Fuel and fuel taxes

Fuel and fuel taxes consist primarily of diesel fuel expense for Company-owned tractors and fuel taxes. The primary factors affecting the Company’s fuel expense are the cost of diesel fuel, the fuel economy of Company equipment, and the number of miles driven by company drivers.

During 2015, fuel and fuel taxes decreased compared to 2014, as a result of lower prices and volume, better fuel procurement and effectively managing the fuel surcharge program as well as the fleet reductions undertaken during the year. Of the $57.6 million reduction in fuel expense, $31.3 million resulted from decreased price per gallon, $25.3 million resulted from decreased volumes, and approximately $1.0 million resulted from increased equipment efficiencies. The decrease in the average age of the fleet contributed to a 1.0% increase in the Company miles per gallon during 2015.

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During 2014, fuel and fuel taxes decreased compared to 2013, as a result of better efficiency, lower pricing and lower volumes. Improved fuel efficiency in the Company’s fleet resulted in savings of $9.1 million in 2014, compared to 2013. Overall fuel prices during 2014 yielded savings for the Company of approximately $5.8 million, compared to the 2013. Decreased volumes reflected savings to the Company of approximately $4.5 million, compared to the prior year.

The Company expects to continue managing its idle time and truck speeds, investing in more fuel-efficient, aerodynamic equipment to improve its fuel miles per gallon, locking in fuel hedges when deemed appropriate, and partnering with customers to adjust fuel surcharge programs that are inadequate to recover a fair portion of rising fuel costs. Going forward, the Company’s fuel and fuel taxes is expected to fluctuate as a percentage of operating revenue based on factors such as diesel fuel prices, percentage recovered from fuel surcharge programs, deadhead percentage, the percentage of revenue generated from independent contractors, and the success of fuel efficiency initiatives.

Equipment rents and depreciation and amortization

Equipment rents are those related to revenue equipment and other equipment and facilities under operating leases. Depreciation and amortization of property and equipment consists primarily of depreciation for Company-owned tractors and trailers and amortization of those financed with capital leases. The primary factors affecting this expense include the number and age of Company tractors and trailers, the acquisition cost of new equipment, and the salvage values and useful lives assigned to the equipment. These largely fixed costs fluctuate as a percentage of base revenue primarily with increases and decreases in average base revenue per tractor and the percentage of base revenue contributed by trucking versus SCS.

During 2015, decreases in equipment rents and depreciation and amortization resulted primarily from a 15.6% reduction in the average number of Company tractors as part of the Company’s plan to downsize its tractor fleet, partially offset by a higher number of operating leases for revenue equipment due to more favorable lease terms. Moving forward, management expects to see decreases in equipment rents and depreciation and amortization expense due to the smaller size of its tractor and trailer fleet, partially offset by higher prices of new revenue equipment.

For 2014, the increase in equipment rents and depreciation and amortization expense reflected a small decrease in the number of tractors, offset by higher equipment replacement costs and by the Company entering into operating leases for revenue equipment.

Insurance and claims

Insurance and claims expense consists of insurance premiums and the accruals the Company makes for estimated payments and expenses for claims for bodily injury, property damage, cargo damage, and other casualty events. The primary factors affecting the Company’s insurance and claims expense are the number of miles driven by its Company drivers and independent contractors, the frequency and severity of accidents, trends in the development factors used in the Company’s actuarial accruals, and developments in prior-year claims.

The decrease in insurance and claims expense for 2015 was the result of lower frequency and severity experienced through the current year layer resulted in reduced claim expense. During 2015, the Company was able to reduce its cargo loss incurred by $1.0 million. The Company expects insurance and claims expense to improve over the long-term.

During 2014, excluding the $4.0 million actuarial adjustment recorded in December 2013, insurance and claims expense increased slightly, compared to 2013. This year-over-year increase was due primarily to the increase in reserves associated with unfavorable developments on prior year loss layers based on new information received during the current period.

Operations and maintenance

Operations and maintenance expense consists primarily of vehicle repairs and maintenance, general and administrative expenses, and other costs. Operating and maintenance expenses are primarily affected by the age of the Company-owned fleet of tractors and trailers, the number of miles driven in a period and, to a lesser extent, by efficiency measures in the Company’s maintenance facility.

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Operations and maintenance expense decreases were primarily the result of the implementation of maintenance strategies focused on increased routine maintenance. During the third quarter of 2015, the Company outsourced its road assistance department and closed two of its facilities which did not fit into the network effectively. While fluctuations in repair costs are anticipated moving forward, management believes maintenance costs will trend downward over the long term as the Company has been able to decrease the average age of its revenue equipment.

Operations and maintenance expense decreased during 2014, compared to 2013. The decrease was primarily due to the increase in the routine maintenance program implemented in 2013, which generated lower costs for repairs performed over the road during 2014.

Purchased transportation

Purchased transportation consists of the payments the Company makes to independent contractors, railroads, and third-party carriers that haul loads brokered to them, including fuel surcharge reimbursement paid to such parties.

The decrease in purchased transportation expense was primarily associated with a 28.2% increase in the size of the Company’s independent contractor fleet, offset by a 14.3% decrease in SCS operating revenue. The Company is continuing to pursue its objective of growing its independent contractor fleet as a percentage of its total fleet, which could further increase purchased transportation expense. Increasing independent contractor capacity has shifted (and assuming all other factors remain equal, is expected to continue to shift) expenses to the purchased transportation line item with offsetting reductions in employee driver wages and related expenses, net of fuel (as independent contractors generate fuel surcharge revenue, while the related cost of their fuel is included with their compensation in purchased transportation), maintenance, and capital costs.

During 2014, purchased transportation expense increases were primarily resulted from the 34.4% operating revenue growth in the Company’s SCS segment and the 45.5% increase in the size of the Company’s independent contractor fleet, both related to the record breaking SCS operating revenue.

Gain on disposal of assets, net

The large increase in gain on disposal of assets, net, during 2015, reflects the completion of the Company’s plan to decrease the fleet through the accelerated disposal of older tractors to reduce the number of unseated tractors. Additionally, the Company disposed of approximately 1,300 high cost trailers, reducing the average age of the trailer fleet to 68 months. This has been a transformational year for the modernization of the Company’s revenue equipment and moving forward, the Company expects gains on the sale of revenue equipment to be less significant than in 2015.

Other expenses

Other expenses increased slightly, compared to the same period in 2014, primarily as a result of increases in consulting services, legal and professional fees, and licensing fees relating to technology upgrades.

For the year ended 2014, other expenses increased primarily as a result of an upward adjustment in the Company’s bad debt reserve during 2014, and increased expenses related to driver retention and recruiting.

Consolidated Non-Operating Expenses

Interest expense, net

The decrease in interest expense, net for 2015, resulted from the strategic shift to debt instruments that carry lower interest rates. The strengthening of the Company’s balance sheet has afforded the Company the opportunity to take advantage of historically low interest rates and replace its previous revolving credit facility with a new revolving credit facility. See “Item 8. Financial Statements and Supplementary Data – Note 6: Long-Term Debt” in this Form 10-K for further discussion of the Company’s credit facility, which was entered into in February 2015.

During 2014, the decrease in interest expense was primarily due to the Company’s payments on its various financing arrangements throughout the year. The Company has focused on reducing debt balances as it has strengthened its balance sheet, which has afforded the opportunity to replace less favorable financing instruments with more advantageous ones.

Defense costs

For the year ended December 31, 2014, the Company recorded $2.8 million in legal and defense costs, or $0.27 per diluted share, compared to approximately $1.5 million, or $0.14 per diluted share, in 2013. These costs were incurred primarily in connection with Knight Transportation’s unsolicited proposal to acquire USA Truck, the related litigation and the February 2014 Settlement Agreement.

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Loss on extinguishment of debt

In February 2015, the Company entered into its new revolving Credit Facility (the “Credit Facility”), which resulted in a loss on debt extinguishment of $0.8 million in the first quarter of 2015, representing the write-off of the deferred financing fees associated with the previous revolving credit facility.

Income tax expense (benefit)

The Company’s effective tax rate for the years ended December 31, 2015, 2014 and 2013, were 42.8%, 46.0%, and 31.2%, respectively. The Company’s effective tax rate, when compared to the federal statutory rate of 35%, is primarily affected by state income taxes, net of federal income tax effect, and permanent differences, the most significant of which is the effect of the partially non-deductible per diem pay structure for our drivers. The recurring impact of this permanent non-deductible difference incurred in operating our business causes our tax rate to increase as our pretax earnings or loss approaches zero. Generally, as pretax income increases, the impact of the driver per diem program on our effective tax rate decreases, because aggregate per diem pay becomes smaller in relation to pretax income, while in periods where earnings are at or near breakeven the impact of the per diem program on our effective tax rate is significant.

Liquidity and Capital Resources

USA Truck’s business has required, and will continue to require, significant investments. In the Company’s trucking business, where investments are substantial, the primary investments are in new revenue equipment and to a lesser extent, in technology, service centers and working capital. In the Company’s SCS business, where investment is modest, the primary investments are in technology and working capital. USA Truck’s primary sources of liquidity have been funds provided by operations, borrowings under the Company’s line of credit, sales of used revenue equipment and, to a lesser extent, capital and operating leases. Based on expected financial conditions, net capital expenditures, results of operations and related net cash flows and other sources of financing, management believes the Company’s sources of liquidity to be adequate to meet current and projected needs, and the Company does not expect to experience any material liquidity constraints in the foreseeable future.

During 2015, the Company generated approximately $60.1 million in cash flows from operations, compared with $51.9 million in 2014 and $35.9 million in 2013. The increase in cash flows from operations resulted primarily from increases in net income in each period, as well as a decrease in accounts receivable during 2015 associated with lower fuel surcharge balances and fewer loads hauled.

The Company incurred net capital expenditures of approximately $19 million in 2015, reflecting investments of approximately $66.2 million, primarily in new revenue equipment, less $46.7 million in proceeds of equipment sales (including a sale leaseback). The proceeds of equipment sales were elevated in 2015, compared to other years because of a reduction in the size of the Company’s revenue equipment fleet, and new investments were impacted by leasing a portion of the new equipment under operating leases. On an ongoing basis, net capital expenditures are expected to be higher in future periods absent further increases in the use of operating leases to finance equipment acquisitions. The Company used available cash after net capital expenditures primarily to lower outstanding debt balances by approximately $16.1 million and repurchased approximately 1.0 million of the Company’s outstanding shares of common stock for $17.9 million.

Cash Flows

Operating Activities – The $8.2 million increase in net cash provided by operating activities was primarily driven by $11.5 million reduction in accounts receivable as the Company reduced its DSO to approximately 38 days during 2015. Additionally, the Company generated $5.4 million more operating income during 2015.

During 2014, the Company generated cash flow from operations primarily as a result of generating higher operating income during the year ended December 31, 2013, compared to the corresponding period in 2014.

Investing Activities – The Company used $20.2 million less cash for investing activities during the year ended December 31, 2015, compared to the year ended December 31, 2014. The decrease in cash used was associated with the net reduction of approximately 400 tractors throughout 2015, coupled with the sale of approximately 1,300 trailers which generated significant proceeds for the Company.

Increases in net cash used in investing activities during 2014 primarily reflected a $41.4 million increase in capital expenditures as compared to 2013, offset by $1.1 million in proceeds from the sale of revenue equipment.

Financing Activities – The Company used $28.7 million more cash in financing activities during the year ended December 31, 2015, compared to the year ended December 31, 2014. The increase in cash used was primarily due to the share repurchase program announced in August 2015 and the balloon payments on capital leases during 2015.

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Cash used in financing activities was reduced during 2014 as compared to 2013, primarily as a result of reinvesting cash generated by operating activities instead of paying down debt. During 2014, the Company made net repayments of long-term debt, financing notes and capital leases of $12.8 million.

Debt and Capitalized Lease Obligations

See “Item 8. Financial Statements and Supplementary Data – Note 6: Long-term Debt” and “Item 8. Financial Statements and Supplementary Data – Note 7: Leases and Commitments” in this Form 10-K for a discussion of the Company’s revolving credit facility and capital lease obligations.

Contractual Obligations and Commitments

The following table represents USA Truck’s contractual obligations and commercial commitments as of December 31, 2015.

	Payments Due By Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Debt (1)	$	71,984	$	1,584	$	--	$	70,400	$	--
Capital lease obligations (2)		32,115		12,800		12,159		7,156		--
Purchase obligations (3)		34,102		34,102		--		--		--
Operating leases – buildings & equipment (4)		35,903		8,700		16,823		8,312		2,068
Total	$	174,104	$	57,186	$	28,982	$	85,868	$	2,068

(1) Represents revolving line of credit of $70.4 million outstanding plus interest of $1.6 million using a combined interest rate of 2.25%. On February 5, 2015, the Company replaced its revolving credit facility with a new facility, which matures in February 2020. See “Item 8. Financial Statements and Supplementary Data – Note 6: Long-term Debt” in this Form 10-K for further discussion.

(2) Represents remaining payments on capital lease obligations at December 31, 2015. This figure includes $1.1 million in interest. The borrowings consist of capital leases with financing companies, with fixed borrowing amounts and fixed interest rates, as set forth on each applicable lease schedule. Accordingly, interest on each lease varies between lease schedules.

(3) Represents purchase obligations for revenue equipment and facilities, of which a significant portion is expected be financed with operating cash flows and borrowings under the Credit Facility. The Company generally has the option to cancel tractor orders with 60 to 90 day notice. As of December 31, 2015, 100.0% of this amount had become non-cancelable.

(4) Represents future monthly rental obligations under operating leases for tractors, facilities and computer equipment. Substantially all lease agreements for revenue equipment have fixed payment terms based on the passage of time.

Off-Balance Sheet Arrangements

Operating leases have been an important source of financing for equipment used by operations, office equipment, and certain facilities. As of December 31, 2015, the Company leased certain revenue equipment and information technology hardware under operating leases. Vehicles and hardware held under operating leases are not carried on the consolidated balance sheets, and lease payments, with regard to such vehicles, are reflected in the consolidated statements of operations and comprehensive income (loss) in the “Equipment rents” expense line item. Equipment rents related to the Company’s revenue equipment operating leases was $4.4 million, $3.0 million and nil for the years ended December 31, 2015, 2014 and 2013, respectively. The total amount of remaining payments under operating leases as of December 31, 2015, was approximately $35.9 million. Other than such operating leases, no other off-balance sheet arrangements have or are reasonably likely to have a material effect on the Company’s consolidated financial statements.

Inflation

Most of the Company’s operating expenses are inflation sensitive, and as such, are not always able to be offset through increases in revenue per mile and cost control efforts. The effect of inflation-driven cost increases on overall operating costs is not expected to be greater for USA Truck than for its competitors, and has been minor over the past three years.

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Fuel Availability and Cost

The trucking industry is dependent upon the availability of fuel. In the past, fuel shortages or increases in fuel taxes or fuel costs have adversely affected profitability and may continue to do so. USA Truck has not experienced difficulty in maintaining necessary fuel supplies, and in the past has been able to partially offset increases in fuel costs and fuel taxes through increased freight rates and through a fuel surcharge that increases incrementally as the price of fuel increases above an agreed upon baseline price per gallon. Typically, the Company is not able to fully recover increases in fuel prices through rate increases and fuel surcharges, primarily because those items do not provide any benefit with respect to empty and out-of-route miles, for which the Company generally does not receive compensation from customers. Additionally, most fuel surcharges are based on the average fuel price as published by the DOE for the week prior to the shipment, meaning the Company typically bills customers in the current week based on the previous week’s applicable index. Accordingly, in times of increasing fuel prices, the Company does not recover as much as it is currently paying for fuel. In periods of declining prices, for a short period of time the inverse is true. Overall, the market fuel prices per gallon were approximately 30.4% lower during 2015 than they were during 2014, as reported by the DOE.

As of December 31, 2015, the Company did not have any long-term fuel purchase contracts, and has not entered into any fuel hedging arrangements.

Equity

As of December 31, 2015, USA Truck had stockholders’ equity of $93.8 million and total debt including current maturities of $101.3 million, resulting in a total debt, less cash, to total capitalization ratio of 51.9% compared to 54.2% as of December 31, 2014.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. USA Truck bases its assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time its consolidated financial statements are prepared. Actual results could differ from those estimates, and such differences could be material.

A summary of the significant accounting policies followed in preparation of the Company’s financial statements is contained in “Item 8. Financial Statements and Supplementary Data – Note 1: Description of the Business and Summary of Significant Accounting Policies” of this Form 10-K. The most critical accounting policies and estimates that affect the Company’s financial statements include the following:

Estimated useful lives and salvage values for purposes of depreciating tractors and trailers. USA Truck operates a significant number of tractors and trailers in connection with its business. The Company may purchase this equipment or acquire it under leases. Purchased equipment is depreciated on the straight-line method over the estimated useful life down to an estimated salvage or trade-in value. Equipment acquired under capital leases is recorded at the net present value of the minimum lease payments and is amortized on the straight-line method over the lease term. Depreciable lives of tractors and trailers range from three years to ten years. Salvage value is estimated at the expected date of trade-in or sale based on the expected market values of equipment at the time of disposal.

Estimates of accrued liabilities for claims involving bodily injury, physical damage losses, employee health benefits and workers’ compensation. The primary claims arising against the Company consist of cargo, liability, personal injury, property damage, workers' compensation, and employee medical expenses. The Company’s insurance programs typically involve self-insurance with high risk-retention levels. Due to its significant self-insured retention amounts, the Company has exposure to fluctuations in the number and severity of claims and to variations between its estimated and actual ultimate payouts. The Company accrues the estimated cost of the uninsured portion of pending claims and an estimate for allocated loss adjustment expenses including legal and other direct costs associated with a claim. Estimates require judgments concerning the nature and severity of the claim, historical trends, advice from third-party administrators and insurers, the size of any potential damage award based on factors such as the specific facts of individual cases, the jurisdictions involved, the prospect of punitive damages, future medical costs, and inflation estimates of future claims development, and the legal and other costs to settle or defend the claims. USA Truck records both current and long-term claims accruals at the estimated ultimate payment amounts based on information such as individual case estimates, historical claims experience and an estimate of claims incurred but not reported. The current portion of the accrual reflects the anticipated claims amounts expected to be paid in the next twelve months. The Company does not discount its claims liabilities.

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Accounting for income taxes. USA Truck’s income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. Given the nature of the transportation business, the Company is subject to tax federally and in a number of state jurisdictions. Significant judgments and estimates are required in determining consolidated income tax expense.

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating the Company’s ability to recover deferred tax assets in the jurisdiction in which they arise, management considers all positive and negative evidence. Management makes judgments in determining the Company’s provision for income taxes and in determining whether deferred tax assets will be realized in full or in part. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The likelihood that all or part of deferred tax assets will be recovered from future taxable income is assessed. To the extent management believes recognition of a deferred tax asset is not more likely than not to be realized, a valuation allowance is established for the amount(s) determined not to be realizable. USA Truck has not recorded a valuation allowance at December 31, 2015, as management believes all deferred tax assets are more likely than not to be realized.

The Company believes its future tax consequences to be adequately provided for based upon current facts and circumstances and current tax law. During the year ended December 31, 2015, management made no material changes in its assumptions regarding the determination of its income tax liabilities. However, should the Company’s tax positions be challenged, different outcomes could result that may have a significant impact on the amounts reported through the Company’s consolidated statements of operations.

Management periodically reevaluates its accounting policies as circumstances dictate. Together these factors may significantly impact the Company’s consolidated results of operations, financial position and cash flow from period to period.

New Accounting Pronouncements

See “Item 8. Financial Statements and Supplementary Data – Note 1: Description of the Business and Summary of Significant Accounting Policies”.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

USA Truck experiences various market risks, including changes in interest rates and commodity prices. The Company does not enter into derivatives or other financial instruments for hedging or speculative purposes. Because USA Truck’s operations are largely confined to the U.S., the Company is not subject to a material amount of foreign currency risk.

Interest Rate Risk. The Company is exposed to interest rate risk primarily from its Credit Facility. Its Credit Facility bears variable interest based on the type of borrowing and on the Agent’s prime rate or the London Interbank Offered Rate (“LIBOR”) plus a certain percentage determined based on the Company’s attainment of certain financial ratios. As of December 31, 2015, the Company had $70.4 million outstanding pursuant to its Credit Facility, excluding letters of credit of $4.3 million. Assuming the outstanding balance as of December 31, 2015 remained constant, a hypothetical one-percentage point increase in interest rates applicable to its Credit Facility would increase the Company’s interest expense over a one-year period by approximately $0.7 million.

Commodity Price Risk. The Company is subject to commodity price risk with respect to purchases of fuel. In recent years, fuel prices have fluctuated greatly and have generally increased, although recently the Company has seen a significant decrease. In some periods, the Company’s operating performance was adversely affected because it was not able to fully offset the impact of higher diesel fuel prices through increased freight rates and fuel surcharge revenue recoveries. Management cannot predict how fuel price levels will continue to fluctuate in the future or the extent to which fuel surcharge revenue recoveries could be collected to offset any increases. As of December 31, 2015, USA Truck did not have any derivative financial instruments to reduce its exposure to fuel price fluctuations, but may use such instruments in the future. Accordingly, volatile fuel prices may continue to impact the Company significantly. A significant increase in fuel costs, or a shortage of diesel fuel, could materially and adversely affect the Company’s results of operations.  Further, these costs could also exacerbate the driver shortages experienced by the trucking industry by forcing independent contractors to cease operations. Based on the Company’s fuel consumption during 2015, a 10% increase in the average price per gallon would result an approximate $5.9 million increase in fuel expense, before possible increases from fuel surcharge revenues.

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Item 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements of the Company as of December 31, 2015 and 2014, together with related notes and the report of Grant Thornton LLP, independent registered public accountants, are set forth on the following pages.

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Index to Consolidated Financial Statements

	Page
Audited Financial Statements of USA Truck, Inc.
Report of independent registered public accounting firm	39
Consolidated balance sheets as of December 31, 2015 and 2014	41
Consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2015, 2014 and 2013	42
Consolidated statements of stockholders’ equity for the years ended December 31, 2015, 2014 and 2013	43
Consolidated statements of cash flows for the years ended December 31, 2015, 2014 and 2013	44
Notes to Consolidated Financial Statements	45

Financial Statement Schedules:

All schedules are omitted because they are not applicable, are insignificant, or the required information is shown in the consolidated financial statements or notes thereto.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Grant Thornton LLP 2431 E. 61^st Street, Suite 500 Tulsa, OK 74136-1208 T 918.877.0800 F 918.877.0805 www.GrantThornton.com

Board of Directors and Stockholders

USA Truck, Inc.

We have audited the accompanying consolidated balance sheets of USA Truck, Inc. (a Delaware corporation) and subsidiary (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of USA Truck, Inc. and its subsidiary as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, the Company adopted new accounting guidance in 2015 and 2014, related to the presentation of deferred income taxes.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 23, 2016 expressed an unqualified opinion.

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

February 23, 2016

 

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1.1 PCAOB financial statement audit report (integrated audit)

June 2015

Instructional notes

1. This report, under PCAOB standards, is used when an unmodified opinion on the financial statements is expressed.

2. The report assumes that SEC schedules pursuant to Regulation S-X are not required.

3. Firm policy requires consultation with the NPPD when the audit team concludes that a modified opinion on the financial statements is necessary.

4. For illustrative examples on how to modify the report when the firm is in the second or third year as predecessor auditor, refer to AARM chapter 1.

 

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USA Truck, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	December 31,
	2015			2014
				(Recast)
Assets
Current assets:
Cash	$	87		$	205
Accounts receivable, net of allowance for doubtful accounts of $608 and $1,020, respectively		53,324			71,186
Other receivables		5,094			5,604
Inventories		748			1,863
Assets held for sale		7,979			3,536
Income taxes receivable		6,159			—
Prepaid expenses and other current assets		4,876			5,197
Total current assets		78,267			87,591
Property and equipment:
Land and structures		32,910			31,596
Revenue equipment		289,045			348,251
Service, office and other equipment		22,156			18,812
Property and equipment, at cost		344,111			398,659
Accumulated depreciation and amortization		(137,327	)		(182,964	)
Property and equipment, net		206,784			215,695
Other assets		1,405			658
Total assets	$	286,456		$	303,944
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	24,473		$	23,582
Current portion of insurance and claims accruals		10,706			10,230
Accrued expenses		8,836			8,252
Current maturities of long-term debt and capital leases		12,190			24,048
Total current liabilities		56,205			66,112
Deferred gain		701			589
Long-term debt and capital leases, less current maturities		89,245			93,464
Deferred income taxes		37,943			35,064
Insurance and claims accruals, less current portion		8,585			9,647
Total liabilities		192,679			204,876
Commitments and contingencies
Stockholders’ equity:
Preferred Stock, $.01 par value; 1,000,000 shares authorized; none issued		—			—
Common Stock, $.01 par value; 30,000,000 shares authorized; issued 11,946,253 shares, and 11,873,071 shares, respectively		119			119
Additional paid-in capital		67,370			65,850
Retained earnings		65,871			54,802
Less treasury stock, at cost (2,286,608 shares, and 1,340,438 shares, respectively)		(39,583	)		(21,703	)
Total stockholders’ equity		93,777			99,068
Total liabilities and stockholders’ equity	$	286,456		$	303,944

See accompanying notes to consolidated financial statements.

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USA Truck, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share amounts)

	Year Ended December 31,
	2015			2014			2013
				(Recast)			(Recast)
Operating revenue	$	507,934		$	602,477		$	555,005
Operating expenses:
Salaries, wages and employee benefits		140,649			153,410			143,762
Fuel and fuel taxes		58,511			116,092			135,548
Depreciation and amortization		37,480			44,071			44,947
Insurance and claims		21,183			24,910			27,253
Equipment rents		4,424			3,089			--
Operations and maintenance		39,644			45,634			50,928
Purchased transportation		161,370			172,117			139,091
Operating taxes and licenses		5,720			5,589			5,406
Communications and utilities		3,599			4,062			4,117
Gain on disposal of assets, net		(7,547	)		(1,107	)		(1,648	)
Restructuring, severance and related charges		2,742			--			--
Other		17,088			16,957			15,702
Total operating expenses		484,863			584,824			565,106
Operating income (loss)		23,071			17,653			(10,101	)
Other expenses (income):
Interest expense, net		2,237			3,008			3,662
Defense costs		--			2,764			1,480
Loss on extinguishment of debt		750			--			--
Other, net		743			245			(711	)
Total other expenses, net		3,730			6,017			4,431
Income (loss) before income taxes		19,341			11,636			(14,532	)
Income tax expense (benefit)		8,272			5,351			(4,539	)
Net income (loss) and comprehensive income (loss)	$	11,069		$	6,285		$	(9,993	)
Net earnings (loss) per share:
Average shares outstanding (basic)		10,337			10,356			10,323
Basic earnings (loss) per share	$	1.07		$	0.61		$	(0.97	)
Average shares outstanding (diluted)		10,401			10,485			10,323
Diluted earnings (loss) per share	$	1.06		$	0.60		$	(0.97	)

See accompanying notes to consolidated financial statements.

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USA Truck, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

	Common Stock						Additional
				Par			Paid-in			Retained			Treasury
	Shares			Value			Capital			Earnings			Stock			Total
Balance at December 31, 2012 (Recast)		11,770		$	118		$	65,259		$	58,510		$	(21,714	)	$	102,173
Exercise of stock options		--			--			6			--			--			6
Transfer of stock into (out of) treasury stock		--			--			51			--			(51	)		--
Stock-based compensation		--			--			216			--			--			216
Restricted stock award grant		156			1			(2	)		--			--			(1	)
Forfeited restricted stock		(45	)		--			--			--			--			--
Net share settlement related to restricted stock vesting		--			--			(3	)		--			--			(3	)
Net loss		--			--			--			(9,993	)		--			(9,993	)
Balance at December 31, 2013 (Recast)		11,881		$	119		$	65,527		$	48,517		$	(21,765	)	$	92,398
Exercise of stock options		16			--			158			--			--			158
Transfer of stock into (out of) treasury stock		--			--			(62	)		--			62			--
Stock-based compensation		--			--			366			--			--			366
Restricted stock award grant		21			--			--			--			--			--
Forfeited restricted stock		(35	)		--			--			--			--			--
Net share settlement related to restricted stock vesting		(10	)		--			(139	)		--			--			(139	)
Net income		--			--			--			6,285			--			6,285
Balance at December 31, 2014 (Recast)		11,873		$	119		$	65,850		$	54,802		$	(21,703	)	$	99,068
Exercise of stock options		32			--			168			--			--			168
Excess tax benefit on exercise of stock options		--			--			721			--			--			721
Transfer of stock out of treasury stock		--			--			(52	)		--			(17,880	)		(17,932	)
Stock-based compensation		--			--			1,093			--			--			1,093
Restricted stock award grant		141			1			(1	)		--			--			--
Forfeited restricted stock		(84	)		(1	)		1			--			--			--
Net share settlement related to restricted stock vesting		(16	)		--			(410	)		--			--			(410	)
Net income		--			--			--			11,069			--			11,069
Balance at December 31, 2015		11,946		$	119		$	67,370		$	65,871		$	(39,583	)	$	93,777

See accompanying notes to consolidated financial statements.

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USA Truck, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2015			2014			2013
				(Recast)			(Recast)
Operating activities
Net income (loss)	$	11,069		$	6,285		$	(9,993	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		37,480			44,071			44,947
Provision for doubtful accounts		127			782			187
Deferred income taxes		2,876			5,279			(5,325	)
Share-based compensation		1,093			366			216
Loss on extinguishment of debt		750			--			--
Gain on disposal of assets, net		(7,547	)		(1,107	)		(1,648	)
Other		232			(38	)		(250	)
Changes in operating assets and liabilities:
Accounts receivable		11,540			(7,531	)		(1,752	)
Inventories, prepaid expenses and other current assets		409			892			2,537
Trade accounts payable and accrued expenses		1,156			1,417			(3,783	)
Insurance and claims accruals		1,689			1,462			10,757
Other long-term assets and liabilities		(749	)		--			--
Net cash provided by operating activities		60,125			51,878			35,893
Investing activities
Purchases of property and equipment		(66,186	)		(56,536	)		(12,924	)
Proceeds from sale of property and equipment		38,774			16,923			15,757
Proceeds from operating sale leaseback		7,975			--			--
Change in other assets, net		--			20			38
Net cash (used in) provided by investing activities		(19,437	)		(39,593	)		2,871
Financing activities
Borrowings under long-term debt		140,738			74,168			78,478
Principal payments on long-term debt		(141,456	)		(67,353	)		(98,222	)
Principal payments on capitalized lease obligations		(27,121	)		(18,073	)		(17,230	)
Principal payments on note payable		(896	)		(1,494	)		(1,715	)
Net change in bank drafts payable		(926	)		639			(1,805	)
Excess tax benefit from exercise of stock options		721			--			--
Proceeds from capital sale leaseback		6,308			--			--
Purchase of common stock		(17,932	)		--			--
Net (payments) or proceeds from stock based awards		(242	)		19			2
Net cash used in financing activities		(40,806	)		(12,094	)		(40,492	)
(Decrease) increase in cash and cash equivalents		(118	)		191			(1,728	)
Cash and cash equivalents:
Beginning of year		205			14			1,742
End of year	$	87		$	205		$	14
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	2,084		$	3,359		$	3,802
Income taxes		9,808			3,003			477
Supplemental schedule of non-cash investing and financing activities:
Liability incurred for notes payable		--			1,367			1,387
Purchases of revenue equipment included in accounts payable		1,279			34			5

See accompanying notes to consolidated financial statements.

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USA Truck, Inc. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of business

USA Truck, Inc., a Delaware corporation and subsidiary (the “Company”) is a truckload carrier providing transportation of general commodities throughout the continental United States and into and out of portions of Mexico and Canada. Generally, the Company transports full dry van trailer loads of freight from origin to destination without intermediate stops or handling. As a complement to the Company’s truckload operations, it also provides dedicated, brokerage and rail intermodal services. Through the Company’s asset based and non-asset based capabilities, it transports many types of freight for a diverse customer base in a variety of industries.

Basis of presentation

The accompanying consolidated financial statements include USA Truck, Inc., and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in preparing the consolidated financial statements. Certain amounts reported in prior periods have been reclassified to conform to the current year presentation.

The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), and include all adjustments necessary for the fair presentation of the periods presented.

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 sheet for cash and cash equivalents approximates its fair value.

Allowance for doubtful accounts

The allowance for doubtful accounts is management’s estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Management reviews the financial condition of customers for granting credit and determines the allowance based on analysis of individual customers’ financial condition, historical write-off experience and national economic conditions. The Company evaluates the adequacy of its allowance for doubtful accounts quarterly. Past due balances over 90 days and exceeding a specified amount are reviewed individually for collectability. The Company does not have any off-balance-sheet credit exposure related to its customers.

The following table provides a summary of the activity in the allowance for doubtful accounts for 2015, 2014 and 2013 (in thousands):

	Year Ended December 31,
	2015			2014			2013
Balance at beginning of year	$	1,020		$	610		$	423
Provision for doubtful accounts		127			782			187
Uncollectible accounts written off, net of recovery		(539	)		(372	)		--
Balance at end of year	$	608		$	1,020		$	610

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Assets held for sale

Assets held for sale are comprised of revenue equipment not being utilized in operations and are carried at the lower of depreciated cost or estimated fair value less expected selling costs when the required criteria, as defined by ASC Topic 360 “Property, Plant and Equipment” are satisfied. Depreciation ceases on the date that the held for sale criteria are met. The Company expects to sell these assets within the next twelve months.

Inventories

Inventories consist of tires and supplies, and are stated at the lower of cost (first-in, first-out basis) or market.

Prepaid tires

During the third quarter of 2015, the Company changed its accounting policy for tires. Prior to this change, the cost of original and replacement tires mounted on equipment was reported as prepaid tires and amortized based on estimated usage. Under the new policy, the cost of original tires mounted on purchased revenue equipment is capitalized as part of the equipment cost and is depreciated over the useful life of the related equipment. The cost of subsequent replacement tires is expensed at the time those tires are placed in service. Management believes this new policy is preferable under the circumstances because it provides a more precise method for recognizing expenses related to tires consistent with industry practice. For additional information regarding the change in accounting policy for tires, see Note 15, Change in accounting principle.

Property and equipment

Property and equipment is capitalized at cost. The cost of such property is depreciated by the straight-line method using the following estimated useful lives: structures – 5 to 39.5 years; revenue equipment – 4 to 10 years; and service, office and other equipment – 3 to 20 years. Revenue equipment acquired under capital lease is amortized over the lease term.

The Company reviews its long-lived assets for impairment whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable. An impairment loss would be recognized if the carrying amount of the long-lived asset is not recoverable and the carrying amount exceeds its fair value. For long-lived assets classified as held and used, the carrying amount is not recoverable when the carrying value of the long-lived asset exceeds the sum of the future net cash flows.

Income taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company has analyzed filing positions in its federal and applicable state tax returns in all open tax years. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. The Company analyzes its tax positions on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its consolidated financial position, results of operations and cash flows. Therefore, no reserves for uncertain income tax positions or associated interest or penalties on uncertain tax positions have been recorded.

Claims accruals

The primary claims arising against the Company consist of cargo loss and damage, liability, personal injury, property damage, workers' compensation, and employee medical expenses. The Company’s insurance program involves self-insurance with high risk retention levels. Due to its significant self-insured retention amounts, the Company has exposure to fluctuations in the frequency and severity of claims and to variations between its estimated and actual ultimate payouts. Estimates require judgments concerning the nature and severity of the claim, as well as other factors. Actual settlement of the self-insured claim liabilities could differ from management’s initial assessment due to uncertainties and fact development.

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Revenue recognition

Revenue generated by the Company’s trucking operating segment is recognized in full upon delivery of freight to the receiver’s location. For freight in transit at the end of a reporting period, the Company recognizes revenue pro rata based on relative transit time completed as a portion of the estimated total transit time.

Revenue generated by the Company’s SCS segment is recognized upon completion of the services provided. Revenue is recorded on a gross basis, without deducting third party purchased transportation costs, because the Company acts as a principal with substantial risks as primary obligor.

New accounting pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 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 2014-09 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 existing GAAP. The standard provides for using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In August 2015, the FASB issued ASU 2015-14, “Revenue From Contracts with Customers – Deferral of the Effective Date”, which delayed the effectiveness of ASU 2014-09 to annual periods beginning after December 15, 2017, and interim periods therein. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which simplifies the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent in a statement of financial position. The Company has early adopted ASU 2015-17 effective December 31, 2015 on a retrospective basis. Adoption of this ASU resulted in a reclassification of the Company’s net current deferred tax asset as an offset to the net noncurrent deferred tax liability in its Consolidated Balance Sheet as of December 31, 2014. The reclassification resulted in a $7.7 million decrease in the current deferred income taxes asset and the long-term noncurrent deferred income taxes liability.

NOTE 2. SEGMENT REPORTING

The Company’s two reportable segments are trucking and Strategic Capacity Solutions (“SCS”).

Trucking. Trucking is comprised of truckload and dedicated freight services. Truckload provides services as a medium- to long-haul common carrier. USA Truck has provided truckload services since its inception, and derives the largest portion of its revenue from these services. Dedicated freight provides truckload services to specific customers for shipments over particular routes at particular.

Strategic Capacity Solutions. SCS consists of freight brokerage and rail intermodal services. Both of these service offerings match customer shipments with available equipment of authorized third-party carriers and provide services that complement the Company’s trucking operations. USA Truck provides these services primarily to existing trucking customers, many of whom prefer to rely on a single carrier, or a small group of carriers, to provide all their transportation solutions.

In determining its reportable segments, the Company's management focuses on financial information, such as operating revenue, operating expense categories, operating ratios, and operating income, as well as on key operating statistics, to make operating decisions.

Revenue equipment assets are not allocated to SCS, because SCS brokers freight services to customers through arrangements with third party carriers who utilize their own equipment. To the extent rail intermodal operations require the use of company-owned assets, they are obtained from the Company’s trucking segment on an as-needed basis. Depreciation and amortization expense is allocated to SCS based on the Company-owned assets specifically utilized to generate SCS revenue. All intercompany transactions between segments reflect rates similar to those that would be negotiated with independent third parties. All other expenses for SCS are specifically identifiable direct costs or are allocated to SCS based on relevant drivers, as determined by management.

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A summary of operating revenue by segment is as follows (in thousands):

	Year Ended December 31,
	2015			2014			2013
Operating revenue:
Trucking revenue (1)	$	356,528		$	424,082		$	418,601
Trucking intersegment eliminations		(2,048	)		(587	)		(486	)
Trucking operating revenue		354,480			423,495			418,115
SCS revenue		158,295			192,924			146,492
SCS intersegment eliminations		(4,841	)		(13,942	)		(9,602	)
SCS operating revenue		153,454			178,982			136,890
Total operating revenue	$	507,934		$	602,477		$	555,005

(1) Includes foreign revenue of $42.0 million, $57.3 million, and $57.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. All foreign revenue is collected in US Dollars.

A summary of operating income (loss) by segment is as follows (in thousands):

	Year Ended December 31,
	2015		2014			2013
			(Recast)			(Recast)
Operating income (loss):
Trucking	$	11,088	$	(3,122	)	$	(19,101	)
SCS		11,983		20,775			9,000
Total operating income (loss)	$	23,071	$	17,653		$	(10,101	)

A summary of depreciation and amortization by segment is as follows (in thousands):

	Year Ended December 31,
	2015		2014		2013
			(Recast)		(Recast)
Depreciation and amortization:
Trucking	$	37,140	$	43,889	$	44,697
SCS		340		182		250
Total depreciation and amortization	$	37,480	$	44,071	$	44,947

NOTE 3. PREPAID AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following (in thousands):

	Year Ended December 31,
	2015		2014
			(Recast)
Prepaid licenses, permits and tolls	$	1,542	$	1,923
Prepaid insurance		2,080		1,166
Other		1,254		2,108
Total prepaid expenses and other current assets	$	4,876	$	5,197

NOTE 4. NOTE RECEIVABLE

During November 2010, the Company sold its terminal facility in Shreveport, Louisiana. In connection with this sale, the buyer gave the Company cash in the amount of $0.2 million and a note receivable in the amount of $2.1 million due November 2015. The purchaser defaulted on the note receivable by not making the principle payment in November 2015, and the Company is undertaking actions to collect. The note receivable is secured by a first priority mortgage on the property. The Company believes based on a recent appraisal the value of the property exceeds the amount of the note receivable plus collection costs. Accordingly, no valuation allowance has been recorded. The Company had previously deferred $0.7 million of gain on the sale of the property, with gain recognized into earnings only as payments on the note receivable were received. During the years ended December 31, 2015, 2014 and 2013, respectively, the Company recognized approximately $6,200, $7,800, and $7,300, respectively, of this gain.

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NOTE 5. ACCRUED EXPENSES

Accrued expenses consist of the following (in thousands):

	Year Ended December 31,
	2015		2014
Salaries, wages and employee benefits	$	4,359	$	7,043
Federal and state tax accruals		1,712		186
Restructuring, severance and related charges (1)		773		--
Accrued third party maintenance		525		--
Other		1,467		1,023
Total accrued expenses	$	8,836	$	8,252

(1) Refer to note 14 of the footnotes to the Company’s consolidated financial statements for additional information regarding the restructuring, severance and related charges.

NOTE 6. LONG-TERM DEBT

Long-term debt consisted of the following (in thousands):

	Year Ended December 31,
	2015		2014
Revolving credit agreement	$	70,400	$	71,000
Other		--		896
Total debt		70,400		71,896
Less current maturities		--		(896	)
Long-term debt, less current maturities	$	70,400	$	71,000

Credit facility

In February 2015, the Company entered into a new senior secured revolving credit facility (the “Credit Facility”) with a group of lenders and Bank of America, N.A., as agent (“Agent”). Contemporaneously with the funding of the Credit Facility, the Company paid off the obligations under its prior credit facility and terminated such facility.

The Credit Facility is structured as a $170.0 million revolving credit facility, with an accordion feature that, so long as no event of default exists, allows the Company to request an increase in the revolving credit facility of up to $80.0 million, exercisable in increments of $20.0 million. The Credit Facility is a five-year facility scheduled to terminate on February 5, 2020. Borrowings under the Credit Facility are classified as either “base rate loans” or “LIBOR loans”. Base rate loans accrue interest at a base rate equal to the Agent’s prime rate plus an applicable margin that is set at 0.50% through May 31, 2016 and adjusted quarterly thereafter between 0.25% and 1.00% based on the Company’s consolidated fixed charge coverage ratio. LIBOR loans accrue interest at LIBOR plus an applicable margin that is set at 1.50% through May 31, 2016 and adjusted quarterly thereafter between 1.25% and 2.00% based on the Company’s consolidated fixed charge coverage ratio. The Credit Facility includes, within its $170.0 million revolving credit facility, a letter of credit sub-facility in an aggregate amount of $15.0 million and a swing line sub-facility in an aggregate amount of $20.0 million. An unused line fee of 0.25% is applied to the average daily amount by which the lenders’ aggregate revolving commitments exceed the outstanding principal amount of revolver loans and the aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The Credit Facility is secured by a pledge of substantially all of the Company’s assets, with the notable exclusion of any real estate or revenue equipment financed outside the Credit Facility. Additionally, the Company recognized a charge in the first quarter of 2015 of $0.8 million resulting from the replacement of its previous credit facility representing the write-off of unamortized deferred financing fees.

Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $170.0 million; or (B) the sum of (i) 90% of eligible investment grade accounts receivable (reduced to 85% in certain situations), plus (ii) 85% of eligible non-investment grade accounts receivable, plus (iii) the lesser of (a) 85% of eligible unbilled accounts receivable and (b) $10.0 million, plus (iv) the product of 85% multiplied by the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (v) 85% multiplied the net book value of otherwise eligible newly acquired revenue equipment that has not yet been subject to an appraisal. The borrowing base is reduced by an availability reserve, including reserves based on dilution and certain other customary reserves. The Credit Facility contains a single springing financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0. The financial covenant springs only in the event excess availability under the Credit Facility drops below 10% of the lenders’ total commitments under the Credit Facility.

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The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the lenders’ commitments may be terminated. The Credit Facility contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and other indebtedness.

The Company had $0.9 million of overnight borrowings under the Credit Facility as of December 31, 2015. The average interest rate including all borrowings made under the Credit Facility as of December 31, 2015 was 1.91%. As debt is repriced on a monthly basis, the borrowings under the Credit Facility approximate fair value. As of December 31, 2015, the Company had outstanding $4.3 million in letters of credit and had approximately $90.8 million available under the Credit Facility.

NOTE 7. LEASES AND COMMITMENTS

Capital leases

USA Truck leases certain equipment under capital leases with terms ranging from 15 to 60 months. As of December 31, 2015, the Company has entered into leases with lessors who did not participate in the credit facility. Currently, such leases do not contain cross-default provisions with the credit facility. Balances related to these capitalized leases are included in property and equipment in the accompanying consolidated balance sheets and are set forth in the table below for the periods indicated (in thousands).

	Capitalized Costs		Accumulated Amortization		Net Book Value
December 31, 2015	$	45,170	$	12,896	$	32,274
December 31, 2014		75,188		27,770		47,418

The Company has capitalized lease obligations relating to revenue equipment of $31.0 million, of which $12.2 million represents the current portion. Such leases have various termination dates extending through September 2020 and contain renewal or fixed price purchase options. The effective interest rates on the leases range from 1.68% to 3.11% as of December 31, 2015. The lease agreements require payment of property taxes, maintenance and operating expenses. Amortization of capital leases was $8.3 million, $12.7 million, and $12.7 million for the years ended December 31, 2015, 2014 and 2013, respectively.

During 2015, the Company completed sale-leaseback transactions under which it sold certain owned tractors to an unrelated party for net proceeds of $6.3 million and entered into a 48-month capital lease agreement with the buyer. As of December 31, 2015, the Company had recorded a liability of approximately $0.4 million representing the gain on the sale and will amortize such amount to earnings ratably over the lease term. The deferred gain is included in the deferred gain line item on the accompanying consolidated balance sheet.

Operating leases

Operating lease payments are set forth in the table below for the periods indicated (in thousands).

	Year Ended December 31,
	2015		2014		2013
Equipment rents	$	4,424	$	3,089	$	--
Building and office rents (1)		2,297		2,225		2,778
Total rents	$	6,721	$	5,314	$	2,778

(1) A portion of the expense for building and office rents is recorded in the operations and maintenance line item in the accompanying consolidated statement of operations and comprehensive income (loss).

As of December 31, 2015, the Company has entered into leases with lessors who did not participate in the credit facility. Currently, such leases do not contain cross-default provisions with the credit facility.

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In August 2015, the Company completed two sale-leaseback transactions under which it sold certain owned tractors to an unrelated party for net proceeds of $8.0 million and entered into two operating leases with terms of 58 and 59 months, respectively, with the buyer. During 2015, the Company recorded a liability of approximately $0.3 million representing the gain on the sale and will amortize such amount to earnings ratably over the lease term. The deferred gain is included on the deferred gain line item in the accompanying consolidated balance sheet.

As of December 31, 2015, the future minimum payments including interest under capitalized leases with initial terms of one year or more and future rentals 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 (in thousands).

	2016		2017		2018		2019		2020		Thereafter
Future minimum payments	$	12,800	$	8,182	$	3,977	$	7,156	$	--	$	--
Future rentals under operating leases		8,700		8,572		8,251		5,133		3,179		2,068

Other commitments

As of December 31, 2015, the Company had commitments outstanding to acquire revenue equipment in the approximate amount of $34.1 million. The Company generally has the option to cancel revenue equipment orders within a 60 to 90 day period prior to scheduled production, although the notice period has lapsed for all commitments outstanding as of December 31, 2015.

NOTE 8. FEDERAL AND STATE INCOME TAXES

Significant components of the Company’s deferred tax assets and liabilities are as follows (dollar amounts in thousands):

	Year Ended December 31,
	2015			2014
Deferred tax assets:
Accrued expenses not deductible until paid	$	7,438		$	7,805
Equity incentive plan		316			184
Revenue recognition		235			332
Allowance for doubtful accounts		232			391
Net operating loss carry forwards		157			3,318
Capital leases		21			70
Federal credits		--			1,556
Other		335			822
Total deferred tax assets	$	8,734		$	14,478
Deferred tax liabilities:
Tax over book depreciation		(44,805	)		(47,496	)
Prepaid expenses deductible when paid		(1,872	)		(2,046	)
Total deferred tax liabilities		(46,677	)		(49,542	)
Net deferred tax liabilities	$	(37,943	)	$	(35,064	)

The Company also has certain state NOL carryovers that expire in varying years through 2033. The Company expects to fully utilize its tax attributes in future years before they expire.

Significant components of the provision (benefit) for income taxes are as follows (in thousands):

	Year Ended December 31,
	2015			2014			2013
				(Recast)			(Recast)
Current:
Federal	$	4,526		$	(129	)	$	786
State		870			201			--
Total current		5,396			72			786
Deferred:
Federal		2,985			5,383			(4,569	)
State		(109	)		(104	)		(756	)
Total deferred		2,876			5,279			(5,325	)
Total income tax expense (benefit)	$	8,272		$	5,351		$	(4,539	)

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A reconciliation between the effective income tax rate and the statutory federal income tax rate (35% for 2015 35% for 2014 and 34% for 2013) is as follows (dollar amounts in thousands):

	Year Ended December 31,
	2015			2014			2013
				(Recast)			(Recast)
Income tax expense (benefit) at statutory federal rate	$	6,790		$	4,073		$	(4,941	)
Federal income tax effects of:
State income tax (benefit) expense		(289	)		(34	)		265
Per diem and other nondeductible meals and entertainment		702			872			875
Other		306			343			18
Federal income tax expense (benefit)		7,509			5,254			(3,783	)
State income tax expense (benefit)		763			97			(756	)
Total income tax expense (benefit)	$	8,272		$	5,351		$	(4,539	)
Effective tax rate		42.8	%		46.0	%		31.2	%

The effective rates varied from the statutory federal tax rate primarily due to state income taxes and certain non-deductible expenses including a per diem pay structure for drivers. Due to the partially nondeductible effect of per diem pay, the Company’s tax rate will fluctuate in future periods based on fluctuations in earnings and in the number of drivers who elect to receive this pay structure. Generally, as pretax income increases, the impact of the driver per diem program on our effective tax rate decreases, because aggregate per diem pay becomes smaller in relation to pre-tax income, while in periods where earnings are at or near breakeven the impact of the per diem program on our effective tax rate is significant.

NOTE 9. EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS

The Company adopted the 2014 Omnibus Incentive Plan (the “Incentive Plan”) in May 2014. The Incentive Plan replaced the 2004 Equity Incentive Plan and provides for the granting of equity-based awards covering up to 500,000 shares of common stock to directors, officers and other key employees and consultants, in addition to the shares outstanding at execution of agreement. As of December 31, 2015, 364,235 shares remain available for the issuance of future equity-based compensation awards.

The components of compensation expense recognized, net of forfeiture recoveries, related to equity-based compensation is reflected in the table below for the years indicated (in thousands):

	Year Ended December 31,
	2015		2014		2013
Stock options	$	147	$	31	$	54
Restricted stock awards		946		335		162
Equity compensation expense	$	1,093	$	366	$	216

Compensation expense related to all equity-based compensation awards granted under the Incentive Plan is included in salaries, wages and employee benefits in the accompanying consolidated statements of operations and comprehensive income (loss).

Stock options

Stock options are the contingent right of award holders to purchase shares of the Company’s common stock at a stated price for a limited time. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing formula, and is recognized over the vesting period of the award. The vesting period of option awards is generally 3 or 4 years and awards may be exercised over a three or ten year term. While the Company did not grant any new stock options in 2015 or 2014, there was a modification to an existing stock option award in 2015 that resulted in a deemed new award being granted. See Note 14, Restructuring, severance and related charges for further discussion of equity items.

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The following assumptions were used to value the stock options granted or deemed to have been granted during the years indicated:

	Year Ended December 31,
	2015			2014		2013
Dividend yield		0	%		--		0	%
Expected volatility		62.9	%		--		35.6	%
Risk-free interest rate		0.1	%		--		1.2	%
Expected life (in years)		0.5			--		6.25

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

The following table summarizes the stock option activity under the Incentive Plan:

	Number of Shares			Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands) (1)
Options outstanding - beginning of year		64,636		$	6.60
Granted (2)		10,727			4.83
Exercised		(37,803	)		7.50			$	714
Cancelled/forfeited		(21,456	)		4.83
Expired		(494	)		13.97
Outstanding at December 31, 2015 (3)		15,610		$	5.40		5.35	$	188
Exercisable at December 31, 2015		15,610		$	5.40		5.35	$	188

(1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. The per share market value of the Company’s common stock, as determined by the closing price on December 31, 2015, was $17.45.

(2) The weighted-average grant date fair value of options granted during 2015, 2014, and 2013 was 15.17, nil, and $1.75, respectively.

(3) The exercise prices of outstanding options granted range from $2.88 to $18.58 as of December 31, 2015.

As of December 31, 2015, all outstanding stock options were fully vested and expensed.

Restricted stock awards

Restricted stock awards are shares of the Company’s common stock that are granted subject to defined restrictions. The estimated fair value of restricted stock awards is based upon the closing price of the Company’s common stock on the date of grant. The vesting period of restricted stock awards is generally ratably over four years.

Information related to the restricted stock awarded for the year ended December 31, 2015, is as follows:

	Number of Shares			Weighted-Average Grant Date Fair Value (1)
Nonvested shares – December 31, 2014		124,844		$	8.51
Granted		159,614			24.95
Forfeited		(98,847	)		16.60
Vested		(70,294	)		13.07
Nonvested shares – December 31, 2015		115,317		$	21.55

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

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The fair value of stock options and restricted stock that vested during the year is as follows for the periods indicated (in thousands).

	Year Ended December 31,
	2015		2014		2013
Stock options	$	193	$	49	$	60
Restricted stock		1,767		931		144

As of December 31, 2015, approximately $1.9 million of unrecognized compensation cost related to nonvested restricted stock awards is expected to be recognized over a weighted-average period of 2.9 years.

Employee benefit plans

The Company sponsors the USA Truck, Inc. Employees’ Investment Plan, a tax deferred savings plan under section 401(k) of the Internal Revenue Code that covers substantially all team members.

NOTE 10. EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share amounts):

	Year Ended December 31,
Numerator:	2015		2014		2013
			(Recast)		(Recast)
Net income (loss)	$	11,069	$	6,285	$	(9,993	)
Denominator:
Denominator for basic earnings (loss) per share – weighted-average shares		10,337		10,356		10,323
Effect of dilutive securities:
Employee stock options and restricted stock		64		129		--
Denominator for diluted earnings (loss) per share – adjusted weighted-average shares and assumed conversions	$	10,401	$	10,485	$	10,323
Basic earnings (loss) per share	$	1.07	$	0.61	$	(0.97	)
Diluted earnings (loss) per share	$	1.06	$	0.60	$	(0.97	)
Weighted-average anti-dilutive employee stock options and restricted stock		62		3		103

NOTE 11. REPURCHASE OF EQUITY SECURITIES

In July 2015, the Company’s board of directors authorized the repurchase of up to one million shares of the Company’s common stock over a three-year period ending July 28, 2018. During 2015, the Company, through a Rule 10b5-1 plan, repurchased a total of 953,738 shares at a weighted average price of $18.80 per share for an aggregate cost of approximately $17.9 million. As of January 8, 2016, the Company had repurchased the full million shares of common stock included in this repurchase authorization.

In January 2016, the Company’s board of directors authorized the repurchase of up to an additional two million shares of the Company’s common stock. This authorization will expire in February 2019 unless earlier terminated or extended by the board of directors. Share repurchases, if any, will be made using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. The specific number of shares the Company ultimately repurchases, and the actual timing and amount of share repurchases, will depend on market conditions and other factors, as well as the applicable requirements of federal securities law. In addition, the stock repurchase program may be suspended, extended or terminated by the Company at any time without prior notice, and the Company is not obligated to purchase a specific number of shares.

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NOTE 12. LITIGATION

USA Truck is party to routine litigation incidental to its business, primarily involving claims for personal injury and property damage incurred in the transportation of freight. The Company maintains insurance to cover liabilities in excess of certain self-insured retention levels. Though it is the opinion of management that these claims are immaterial to the Company’s long-term financial position, adverse results of one or more of these claims could have a material adverse effect on the Company’s consolidated financial statements in any given reporting period.

NOTE 13. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The tables below present quarterly financial information for 2015 and 2014 (in thousands, except per share amounts):

	2015
	March 31,		June 30,		September 30,		December 31,
	(Recast)		(Recast)
Operating revenue	$	132,887	$	133,573	$	123,490	$	117,984
Operating expenses		128,361		127,759		118,031		110,712
Operating income		4,526		5,814		5,459		7,272
Other, net		1,582		919		571		658
Income before income taxes		2,944		4,895		4,888		6,614
Income tax expense		1,309		2,125		2,161		2,677
Net income	$	1,635	$	2,770	$	2,727	$	3,937
Average shares outstanding (basic)		10,395		10,435		10,442		10,033
Basic earnings per share	$	0.16	$	0.27	$	0.26	$	0.39
Average shares outstanding (diluted)		10,516		10,516		10,470		10,059
Diluted earnings per share	$	0.16	$	0.26	$	0.26	$	0.39

	2014
	March 31,			June 30,		September 30,		December 31,
	(Recast)
Operating revenue	$	145,489		$	153,298	$	153,618	$	150,072
Operating expenses		146,541			149,691		146,106		142,486
Operating income (loss)		(1,052	)		3,607		7,512		7,586
Other, net		1,140			2,891		885		1,101
Income (loss) before income taxes		(2,192	)		716		6,627		6,485
Income tax expense (benefit)		(597	)		394		2,621		2,933
Net income (loss)	$	(1,595	)	$	322	$	4,006	$	3,552
Average shares outstanding (basic)		10,339			10,346		10,357		10,374
Basic earnings (loss) per share	$	(0.15	)	$	0.03	$	0.39	$	0.34
Average shares outstanding (diluted)		10,339			10,478		10,476		10,492
Diluted earnings (loss) per share	$	(0.15	)	$	0.03	$	0.38	$	0.34

NOTE 14. RESTRUCTURING, SEVERANCE AND RELATED CHARGES

During 2015, the Company recognized approximately $2.7 million (pretax) in restructuring, severance and related charges relating to the termination of employment of certain executives and the planned closure of two maintenance facilities.

During 2015, the Company took steps to streamline and simplify its operations to better align the Company's cost structure and better serve its customers. In the Company's trucking segment, the Company announced a plan to close its maintenance facilities in Denton, Texas and Carlisle, Pennsylvania during the third quarter of 2015. Additionally, the Company has outsourced its road assistance function to a third party. These initiatives are expected to improve operating productivity and enhance capacity utilization.

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These initiatives impacted a total headcount of 50 team members. Team members separated from the Company as a result of these streamlining initiatives were offered severance. The expenses recorded during the year ended December 31, 2015, included costs related to severance; contract termination; communication and administration of these initiatives; and asset write-offs.

In July 2015, the Company entered into a separation agreement (the “Separation Agreement”) with Mr. John M. Simone regarding the conclusion of Mr. Simone’s tenure as the Company’s President, Chief Executive Officer, and Director. Pursuant to the Separation Agreement: (i) Mr. Simone's separation was effective July 7, 2015 (the "Separation Date"), (ii) Mr. Simone will receive severance pay equal to his base salary as of the Separation Date ($460,000 per year) for a period of twelve months following the Separation Date, (iii) Mr. Simone will receive a bonus of $230,000 under the Company's 2015 Management Bonus Plan, payable at the time and on the same basis as paid to recipients still employed by the Company, (iv) the Company will pay the actual amount of Mr. Simone's COBRA continuation payments for a period of eighteen months following the Separation Date, (v) Mr. Simone was compensated for his vacation time and paid time off accrued but not used through the Separation Date, (vi) Mr. Simone was reimbursed for certain expenses associated with the conclusion of his employment with the Company, and (vii) the following outstanding equity awards held by Mr. Simone will vest as of the Separation Date: (a) 18,750 shares of restricted stock of the Company scheduled to vest on February 18, 2016 and (b) 10,727 nonqualified stock options of the Company scheduled to vest on February 18, 2016. During 2015, the Company recognized severance costs associated with Mr. Simone’s departure of approximately $1.3 million, which were recorded in the line item “Restructuring, severance and related charges” in the Company’s consolidated statements of operations and comprehensive income (loss).

The following table summarizes the Company’s restructuring liability and cash payments made related to the restructuring plan as of December 31, 2015 (in thousands):

	Costs Incurred		Payments			Non-cash Expenses			Accrued Balance
Severance pay and benefits	$	2,160	$	(869	)	$	(538	)	$	753
Facility closing expenses		582		(562	)		--			20
Total	$	2,742	$	(1,431	)	$	(538	)	$	773

NOTE 15. CHANGE IN ACCOUNTING PRINCIPLE

During the third quarter of 2015, the Company changed its accounting policy for tires. Prior to this change, the cost of original and replacement tires mounted on equipment was reported as prepaid tires and amortized based on estimated usage. Under the new policy, the cost of original tires mounted on purchased revenue equipment is capitalized as part of the total equipment cost and is depreciated over the useful life of the related equipment. The cost of subsequent replacement tires is expensed at the time those tires are placed in service. Management believes this new policy is preferable under the circumstances because it provides a more precise method for recognizing expenses related to tires consistent with industry practice. Comparative financial statements for all prior periods have been recast to apply the new policy retrospectively, and are reflected under columns marked “Recast”.

The following tables present the line items on the statements of operations, balance sheets and statements of cash flows that were impacted by the accounting change for the periods indicated (dollars in thousands, except per share data).

Balance Sheet	As Originally Reported			Effect of Change			As Adjusted
December 31, 2014:
Prepaid expenses and other current assets	$	17,318		$	(12,121	)	$	5,197
Service, office and other equipment		16,648			2,164			18,812
Accumulated depreciation and amortization		(182,724	)		(240	)		(182,964	)
Deferred income taxes(1)		38,981			(3,917	)		35,064
Retained earnings		61,081			(6,279	)		54,802
December 31, 2013:
Prepaid expenses and other current assets	$	16,064		$	(10,607	)	$	5,457
Deferred income taxes		36,647			(4,073	)		32,574
Retained earnings		55,049			(6,533	)		48,516

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Statement of Cash Flows	As Originally Reported			Effect of Change			As Adjusted
December 31, 2014:
Net income	$	6,033		$	252		$	6,285
Depreciation and amortization		43,830			241			44,071
Deferred income taxes		5,121			158			5,279
Inventories, prepaid expenses and other current assets		(621	)		1,513			892
Purchases of property and equipment		(54,372	)		(2,164	)		(56,536	)
December 31, 2013:
Net income	$	(9,110	)	$	(883	)	$	(9,993	)
Deferred income taxes		(4,774	)		(551	)		(5,325	)
Inventories, prepaid expenses and other current assets		1,103			1,434			2,537

Statement of Operations	As Originally Reported			Effect of Change			As Adjusted
December 31, 2014:
Operations and maintenance	$	46,285		$	(651	)	$	45,634
Depreciation and amortization		43,830			241			44,071
Operating income		17,243			410			17,653
Income before income taxes		11,226			410			11,636
Income tax expense		5,193			158			5,351
Net income	$	6,033		$	252		$	6,285
Average shares outstanding (basic)		10,356			--			10,356
Basic earnings per share	$	0.58		$	0.03		$	0.61
Average shares outstanding (diluted)		10,485			--			10,485
Basic earnings per share	$	0.58		$	0.02		$	0.60
December 31, 2013:
Operations and maintenance	$	49,494		$	1,434		$	50,928
Operating loss		(8,667	)		(1,434	)		(10,101	)
Loss before income taxes		(13,098	)		(1,434	)		(14,532	)
Income tax benefit		(3,988	)		(551	)		(4,539	)
Net loss	$	(9,110	)	$	(883	)	$	(9,993	)
Average shares outstanding (basic)		10,323			--			10,323
Basic loss per share	$	(0.88	)	$	(0.09	)	$	(0.97	)
Average shares outstanding (diluted)		10,323			--			10,323
Basic loss per share	$	(0.88	)	$	(0.09	)	$	(0.97	)

(1)   In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which simplifies the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent in a statement of financial position. The Company has early adopted ASU 2015-17 effective December 31, 2015 on a retrospective basis. Adoption of this ASU resulted in a reclassification of the Company’s net current deferred tax asset as an offset to the net noncurrent deferred tax liability in its Consolidated Balance Sheet as of December 31, 2014. The reclassification resulted in a $7.7 million decrease in the current deferred income taxes asset and the long-term noncurrent deferred income taxes liability.

Under ASC 205-45-5, “Accounting Changes and Error Corrections,” the Company is required to report a change in accounting principle by retrospectively applying the new principle to all prior periods presented, unless it is impractical to determine the prior-period effect. Accordingly, the Company has adjusted previously reported financial information for all periods presented.

NOTE 16. SUBSEQUENT EVENTS

On January 13, 2016, the Company’s board of directors announced the appointment of John R. (“Randy”) Rogers as President and Chief Executive Officer of the Company and the appointment of Mr. Rogers to the board of directors as a Class II director with a term expiring in 2018, effective January 14, 2016. Thomas M. Glaser will continue to serve on the Company’s board of directors and was appointed Vice Chairman, effective January 14, 2016.

On February 8, 2016, Michael R. Weindel’s employment as Executive Vice President, Strategic Capacity Solutions (“SCS”) terminated. The Company appointed James Craig as President – SCS effective February 15, 2016.

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Effective February 16, 2016, USA Truck, Inc., and the Debtor modified the asset sale agreement (hereinafter referred to as the “Original Agreement”) for the former USA Truck terminal facility in Shreveport, Louisiana, as a result of default by the Debtor in November 2015. See Note 4, Note receivable for details of the default and the collateral. The modifications to the Original Agreement are as follows:

(1) As of January 1, 2016, the Debtor will no longer make monthly payments to USA Truck, Inc., as required under the Original Agreement.

(2) The Debtor agrees that in addition to the balloon payment of $1.9 million, USA Truck shall be entitled to receive 25% of the net sale proceeds from any future sale (including foreclosure sale) of the property in excess of the balloon payment, closing costs, and realtor commissions.

(3) At any time, USA Truck retains the right to enforce its rights as creditor, mortgagee, and holder of vendor’s privilege and declare the unpaid portion of the purchase price, interest, costs, and attorneys’ fees immediately due and payable. USA Truck’s rights include instituting foreclosure proceedings and/or other legal action.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

In accordance with the requirements of the Exchange Act and SEC rules and regulations promulgated thereunder, the Company has established and maintains disclosure controls and procedures and internal control over financial reporting. Management, including the Company’s principal executive officer and principal financial officer, does not expect that the Company’s disclosure controls and procedures and internal control over financial reporting will prevent all errors, misstatements, or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Evaluation of Disclosure Controls and Procedures

USA Truck has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated subsidiary, is made known to the officers who certify the Company’s financial reports and to other members of senior management and the board of directors. USA Truck management, with the participation of the Company’s principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the disclosure controls and procedures. Based on this evaluation, as of December 31, 2015, USA Truck’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective at a reasonable assurance level to ensure that the information required to be disclosed by the Company in reports that the Company files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

The management of USA Truck is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the principal executive officer and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

1. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Company assets;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Company assets that could have a material effect on the Company’s financial statements.

Under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, an evaluation of the effectiveness of its internal controls over financial reporting was conducted based on the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s evaluation under the criteria set forth in Internal Control - Integrated Framework (2013), management concluded that the Company’s internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2015.

The Company’s internal control over financial reporting as of December 31, 2015, has been audited by Grant Thornton LLP, independent registered public accountants, as attested to in their attestation report included herein.

Changes in Internal Control over Financial Reporting

No changes occurred in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2015, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Grant Thornton LLP 2431 E. 61st Street, Suite 500 Tulsa, OK 74136-1208 T 918.877.0800 F 918.877.0805 www.GrantThornton.com

Board of Directors and Stockholders

USA Truck, Inc.

We have audited the internal control over financial reporting of USA Truck, Inc. (a Delaware corporation) and subsidiary (the “Company”) as of December 31, 2015, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of and for the year ended December 31, 2015, and our report dated February 23, 2016 expressed an unqualified opinion on those consolidated financial statements.

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

February 23, 2016

 

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Item 9B. OTHER INFORMATION

There is no information that the Company is required to report, but did not report, on Form 8-K during the fourth quarter of 2015.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required in this Item 10 is hereby incorporated by reference to the information responsive to this Item contained in the Company’s definitive proxy statement for its 2016 Annual Meeting of Stockholders to be filed with the SEC.

Item 11. EXECUTIVE COMPENSATION

The information required in this Item 11 is hereby incorporated by reference to the information responsive to this Item contained in the Company’s definitive proxy statement for its 2016 Annual Meeting of Stockholders to be filed with the SEC.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required in this Item 12 is hereby incorporated by reference to the information responsive to this Item contained in the Company’s definitive proxy statement for its 2016 Annual Meeting of Stockholders to be filed with the SEC.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required in this Item 13 is hereby incorporated by reference to the information responsive to this Item contained in the Company’s definitive proxy statement for its 2016 Annual Meeting of Stockholders to be filed with the SEC.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required in this Item 14 is hereby incorporated by reference to the information responsive to this Item contained in the Company’s definitive proxy statement for its 2016 Annual Meeting of Stockholders to be filed with the SEC.

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PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

	(a) The following documents are filed as a part of this report:	Page
1.	Financial statements.
	The following financial statements of the Company are included in Part II, Item 8 of this report:
	Consolidated Balance Sheets as of December 31, 2015 and 2014	41
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013	42
	Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2015, 2014 and 2013	43
	Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013	44
	Notes to Consolidated Financial Statements	45
2.	Schedules have been omitted since the required information is not applicable or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements or the notes thereto.
3.	Listing of exhibits.
	The exhibits required to be filed by Item 601 of Regulation S-K are listed under paragraph (b) below and on the Exhibit Index appearing at the end of this report. Management contracts and compensatory plans or arrangements are indicated by an asterisk.
	(b) Exhibits

Exhibit Number	Exhibit
3.01	Restated and Amended Certificate of Incorporation of the Company as currently in effect, including all Certificates of Amendment thereto (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2013).
3.02	Amended and Restated Bylaws of the Company as currently in effect (incorporated by reference to Exhibit 3.2 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2011).
4.01	Restated and Amended Certificate of Incorporation of the Company as currently in effect, including all Certificates of Amendment thereto (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2013).
4.02	Amended and Restated Bylaws of the Company as currently in effect (incorporated by reference to Exhibit 3.2 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2011).
10.01*	Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2009).
10.02*	Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.10 to the Company's annual report on Form 10-K for the year ended December 31, 2011).
10.03*	Employment Agreement dated February 11, 2013, by and between the Company and John M. Simone (incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2013).
10.04*	Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2013).
10.05*	USA Truck, Inc. 2014 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Schedule 14A, filed with the Securities and Exchange Commission April 25, 2014).
10.06	Loan and Security Agreement, dated February 5, 2015, among the Company, Bank of America, N.A., as Agent, Bank of America, N.A. and SunTrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Bookrunners, and SunTrust Bank, as Syndication Agent (incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2015)
10.07	Cooperation Agreement, dated as of February 25, 2015, by and among USA Truck, Inc., Baker Street Capital L.P., Baker Street Capital Management, LLC, Baker Street Capital GP, LLC, and Vadim Perelman (incorporated by reference to Exhibit 99.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on February 26, 2015)
10.08	Cooperation Agreement, dated as of February 25, 2015, by and among USA Truck, Inc., Stone House Capital Management, LLC, SH Capital Partners, L.P., and Mark Cohen (incorporated by reference to Exhibit 99.2 to the Company's Form 8-K filed with the Securities and Exchange Commission on February 26, 2015)
10.09*	Consulting Agreement, dated as of April 6, 2015, by and between the Company and Thomas M. Glaser (incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2015)
10.10*	Separation Agreement, dated July 7, 2015, by and between the Company and John M. Simone (incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2015)
10.11*	Employment Agreement, dated July 29, 2015, by and between the Company and Michael K. Borrows (incorporated by reference to Exhibit 10.2 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2015)
10.12*	Employment Agreement, dated July 29, 2015, by and between the Company and Russell A. Overla (incorporated by reference to Exhibit 10.4 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2015)

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10.13*		Separation Agreement, dated September 15, 2015, by and between the Company and Jeffrey H. Lester (incorporated by reference to Exhibit 10.6 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2015)
10.14*		Separation Agreement, dated September 24, 2015, by and between the Company and Russell A. Overla (incorporated by reference to Exhibit 10.7 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2015)
10.15*		Employment Agreement, dated September 30, 2015, by and between the Company and Martin Tewari (incorporated by reference to Exhibit 10.8 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2015)
10.16*	#	Form of Restricted Stock Award Notice
10.17*	#	2015 Management Bonus Plan – Chief Executive Officer
10.18*	#	2015 Management Bonus Plan – Named Executive Officers
10.19*	#	Form of Executive Severance and Change in Control Agreement
10.20*		Amendment to Cooperation Agreement, dated as of May 5, 2015, by and among USA Truck, Inc., Stone House Capital Management, LLC, SH Capital Partners, L.P., and Mark Cohen (incorporated by reference to Exhibit 99.1 to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2015)
10.21*		Amendment to Cooperation Agreement, dated as of May 5, 2015, by and among USA Truck, Inc., Baker Street Capital L.P., Baker Street Capital Management, LLC, Baker Street Capital GP, LLC, and Vadim Perelman (incorporated by reference to Exhibit 99.2 to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2015)
21		The Company’s wholly owned subsidiary is omitted as it does not constitute a significant subsidiary as of the end of the fiscal year ended December 31, 2015.
23.01	#	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
31.01	#	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02	#	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01	#	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02	#	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	±	XBRL Instance Document.
101.SCH	±	XBRL Taxonomy Extension Schema Document.
101.CAL	±	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	±	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	±	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	±	XBRL Taxonomy Extension Presentation Linkbase Document.

* Management contract or compensatory plan, contract or arrangement.

# Filed herewith.

±In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Form 10-K shall be deemed to be “furnished” and not “filed.”

62

Table Of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

USA TRUCK, INC.

(Registrant)

By:	/s/ John R. Rogers
	John R. Rogers
	President and Chief Executive Officer
Date:	February 23, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert A. Peiser
Robert A. Peiser	Chairman of the Board and Director	February 23, 2016
/s/ John R. Rogers
John R. Rogers	President, Chief Executive Officer and Director	February 23, 2016
	(Principal Executive Officer)
/s/ Michael K. Borrows
Michael K. Borrows	Executive Vice President and Chief Financial Officer	February 23, 2016
	(Principal Financial Officer)
/s/ Joseph M. Kaiser
Joseph M. Kaiser	Vice President and Corporate Controller	February 23, 2016
	(Principal Accounting Officer)
/s/ Thomas Glaser
Thomas Glaser	Director	February 23, 2016
/s/ William H. Hanna
William H. Hanna	Director	February 23, 2016
/s/ James D. Simpson, III
James D. Simpson, III	Director	February 23, 2016
/s/ Richard B. Beauchamp
Richard B. Beauchamp	Director	February 23, 2016
/s/ Robert E. Creager
Robert E. Creager	Director	February 23, 2016
/s/ Alexander D. Greene
Alexander D. Greene	Director	February 23, 2016
/s/ Gary R. Enzor
Gary R. Enzor	Director	February 23, 2016
/s/ Barbara J. Faulkenberry
Barbara J. Faulkenberry	Director	February 23, 2016

63

EX-10.16

Exhibit 10.16

USA TRUCK, INC.

2014 OMNIBUS INCENTIVE PLAN

AWARD NOTICE

GRANTEE:

TYPE OF AWARD:

NUMBER OF TIME-VESTED RESTRICTED SHARES ("TIME-VESTED SHARES"):

NUMBER OF PERFORMANCE-VESTED RESTRICTED SHARES ("PERFORMANCE-VESTED SHARES"):

DATE OF GRANT:

1.     Grant of Restricted Stock. This Award Notice (this "Award Notice") serves to notify you that USA Truck, Inc., a Delaware corporation (the “Company”), hereby grants to you, under the Company’s 2014 Omnibus Incentive Plan (the “Plan”), a Restricted Stock Award (the “Award”), on the terms and conditions set forth in this Award Notice and the Plan, of the number of Time-Vested Shares and Performance-Vested Shares set forth above (“Restricted Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), set forth above. A copy of the Plan is available from the Company’s Chief Financial Officer upon request. You should review the terms of this Award Notice and the Plan carefully.

2.      Restrictions and Vesting. Subject to the terms and conditions set forth in this Award Notice, the Restricted Shares will vest as follows:

(a)     The Time-Vested Shares (with fractional shares rounded to the nearest whole share unless the aggregate vested Restricted Shares would be higher than Restricted Shares covered by this Award, in which case such fractional share will be rounded down) will vest as provided on Schedule A until all such Time-Vested Shares have vested, if (and only if) you are continuously employed by the Company or a subsidiary of the Company (a "Subsidiary") from the date hereof through each vesting date set forth in Schedule A.

(b)     The Performance-Vested Shares will vest in accordance with the terms on Schedule A.

3.     Additional Vesting Matters. Subject to Section 4, any Restricted Shares that do not vest as a result of your failure to have been continuously in the employment or service of the Company or a Subsidiary from the date of grant until the vesting dates will automatically be forfeited on the date your employment is terminated without any obligation of the Company to pay any amount or deliver any Restricted Shares to you or to any other person or entity.

4.     Effect of Retirement, Death, or Disability. In the event of your retirement with the consent of the Committee, death, or disability (as defined in Section 22(e) of the Code) prior to the complete vesting of the Award:

(a)     Any Time-Vested Shares not vested at the time of such retirement, death, or disability will be deemed forfeited upon such retirement, death, or disability; and

(b)     The Performance-Vested Shares attributable to a Performance Period during which such retirement, death, or disability occurred will vest following the Performance Period during which such retirement, death, or disability occurred if (and only if) the Performance Goal (as defined in Schedule A) has been satisfied for such Performance Period, and the Committee has certified such satisfaction; provided, that the number of Performance-Vested Shares will be reduced proportionately for the number of days remaining in such Performance Period during which such retirement, death, or disability occurred as compared to the total number of days in such Performance Period. Performance-Vested Shares in respect of any Performance Period subsequent to the Performance Period in which such retirement, death, or disability occurred will be deemed forfeited upon such retirement, death, or disability.

The term "retirement" as used in this Award Notice means (i) at the date of such retirement you are at least sixty-two (62) years of age, (ii) at the date of such retirement you have had at least five (5) years of service to the Company or a Subsidiary, and (iii) following retirement you do not provide any employment, consulting, agent, or independent contractor services to any person or entity (other than consulting services provided to the Company or a Subsidiary) of any material nature, as determined in the sole discretion of the Committee either at the time of retirement or thereafter through any vesting of an Award.

5.     Effect of Change In Control.

(a)     In General. Upon the occurrence of a Change In Control (as defined below), any unvested portion of the Restricted Shares will immediately vest as follows:

(i) With respect to any unvested portion of the Time-Vested Shares, such unvested Time-Vested Shares will vest [                ].

(ii) With respect to any unvested portion of the Performance-Vested Shares, all such unvested Performance-Vested Shares will vest [                 ].

(b)      “Change In Control” Defined. The term “Change In Control”shall mean the occurrence of any of the following:

(i)      Any “Person” as defined in Section 3(a)(9) of the Exchange Act, and as used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act (but excluding the Company and any employee benefit plan sponsored or maintained by the Company (including any trustee of such plan acting as trustee)), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities (other than indirectly as a result of the Company’s redemption of its own securities); or

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(ii)      The consummation of any merger or other business combination of the Company, a sale of more than 50% of the Company’s assets, the liquidation or dissolution of the Company or any combination of one or more of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which either (x) the stockholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own more than 50% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser of or successor to the Company’s assets; (C) both the surviving corporation and the purchaser in the event of any combination of Transactions; or (D) the parent company owning 100% of such surviving corporation, purchaser or both the surviving corporation and the purchaser, as the case may be ((A), (B), (C) or (D), as applicable, the “Surviving Entity”) or (y) the Incumbent Directors, as defined below, shall continue to serve as a majority of the board of directors of the Surviving Entity without an agreement or understanding that such Incumbent Directors will later surrender such majority; or

(iii)     Within any twenty-four (24)-month period, the individuals who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, including any Surviving Entity. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of, or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a Person who commenced or threatened to commence an election contest or proxy solicitation by or on behalf of a Person (other than the Board) or who has entered into an agreement to effect a Change in Control or expressed an intention to cause such a Change in Control).

(c)      “Permitted Holder” Defined. The term “Permitted Holder” means: (i) the Company or a Subsidiary, or (ii) any employee benefit plan sponsored by the Company or a Subsidiary.

6.      Book-Entry Registration. The Restricted Shares initially will be evidenced by book-entry registration only, without the issuance of a certificate representing the Restricted Shares.

7.      Issuance of Shares. Subject to Sections 8 and 13 of this Award Notice, upon the vesting of any Restricted Shares pursuant to this Award Notice, the Company will issue a certificate or do book entry registration representing such vested Restricted Shares as promptly as practicable following the date of vesting. The Restricted Shares may be issued during your lifetime only to you, or after your death to your designated beneficiary, or, in the absence of such beneficiary, to your duly qualified personal representative.

8.     Withholding. You will pay to the Company or a Subsidiary, or make other arrangements satisfactory to the Company regarding the payment of, any federal, state, or local taxes of any kind required by applicable law to be withheld with respect to the Restricted Shares awarded under this Award Notice. Your right to receive the Restricted Shares under this Award Notice is subject to, and conditioned on, your payment of such withholding amounts.

9.      Nonassignability. The Restricted Shares and the right to vote such shares and to receive dividends thereon, may not, except as otherwise provided in the Plan, be sold, assigned, transferred, pledged, or encumbered in any way prior to the vesting of such shares, whether by operation of law or otherwise, except by will or the laws of descent and distribution. After vesting, the sale or other transfer of the shares of Common Stock will be subject to applicable laws and regulations under the Exchange Act.

10.      Rights as a Stockholder; Limitation on Rights. Unless the Award is cancelled or forfeited as provided in Section 3, 4, or 5 of this Award Notice, prior to the vesting of the Restricted Shares, you will have all of the other rights of a stockholder with respect to the Restricted Shares so awarded, including, but not limited to, the right to receive such cash dividends, if any, as may be declared on such shares from time to time and the right to vote (in person or by proxy) such shares at any meeting of stockholders of the Company, provided, with respect to any Performance-Vested Shares, you will have such rights only with respect to the target number of such Performance-Vested Shares as determined in accordance with Schedule A (without regard to any minimum or maximum number of such Performance-Vested Shares that may potentially vest upon the level of achievement of the Performance Goal). Neither the Plan, the granting of the Award, nor this Award Notice gives you any right to remain in the employment of the Company or a Subsidiary.

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11.     Obligation to Maintain Stock Ownership. Your ability to dispose of Restricted Shares after vesting may be limited by stock ownership guidelines adopted by the Company for certain officers and key employees, and the Company is authorized to place a restrictive legend on such shares, issue stop-transfer instructions to the transfer agent, or take such other actions as may be advisable, in the Committee’s sole discretion, to enforce such ownership guidelines. Please determine whether you are subject to the guidelines and how many Restricted Shares may be disposed of prior to attempting to dispose of any shares.

12.      Rights of the Company and Subsidiaries. This Award Notice does not affect the right of the Company or a Subsidiary to take any corporate action whatsoever, including without limitation its right to recapitalize, reorganize, or make other changes in its capital structure or business, merge or consolidate, issue bonds, notes, shares of Common Stock, or other securities, including preferred stock, or options therefor, dissolve or liquidate, or sell or transfer any part of its assets or business.

13.      Restrictions on Issuance of Shares. If at any time the Company determines that the listing, registration, or qualification of the Restricted Shares upon any securities exchange or quotation system, or under any state or federal law, or the approval of any governmental agency, is necessary or advisable as a condition to the issuance of a certificate representing any vested Restricted Shares, such issuance may not be made in whole or in part unless and until such listing, registration, qualification, or approval will have been effected or obtained free of any conditions not acceptable to the Company.

14.      Plan Controls; Definitions. The Award is subject to all of the provisions of the Plan, which is hereby incorporated by reference, and is further subject to all the interpretations, amendments, rules, and regulations that may from time to time be promulgated and adopted by the Committee pursuant to the Plan. Except as set forth in the last sentence of this Section 14, in the event of any conflict among the provisions of the Plan and this Award Notice, the provisions of the Plan will be controlling and determinative. The capitalized terms used in this Award Notice and not otherwise defined herein are defined in the Plan.

15.      Amendment. Except as otherwise provided herein or by the Plan, the Company may only alter, amend, or terminate this Award with your consent.

16.      Governing Law. This Award Notice will be governed by and construed in accordance with the laws of the State of Delaware, except as superseded by applicable federal law, without giving effect to its conflicts of law provisions.

17.      Notices. All notices and other communications to the Company required or permitted under this Award Notice will be written, and will be either delivered personally or sent by registered or certified first-class mail, postage prepaid and return receipt requested addressed to the Company’s office at 3200 Industrial Park Road, Van Buren, Arkansas 72956, Attention: Chief Financial Officer. Each such notice and other communication delivered personally will be deemed to have been given when delivered. Each such notice and other communication delivered by mail will be deemed to have been given when it is deposited in the United States mail in the manner specified herein, and each such notice and other communication delivered by facsimile or electronically will be deemed to have been given when it is so transmitted and the appropriate confirmation is received.

* * * * * * * * * *

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ACKNOWLEDGEMENT

The undersigned acknowledges receipt of, and understands and agrees to be bound by, this Award Notice and the Plan. The undersigned further acknowledges that this Award Notice and the Plan set forth the entire understanding between him or her and the Company regarding the restricted stock granted by this Award Notice and that this Award Notice and the Plan supersede all prior oral and written agreements on that subject.

Dated: _______________, 2015

Grantee:

USA Truck, Inc.

By:

Name:

Title:

5

Schedule A

6

EX-10.17

Exhibit 10.17

USA Truck, Inc. ♦ 2015 Incentive Plan

2015 Management Bonus Plan – Chief Executive Officer

PURPOSE

On March 20, 2015, the Executive Compensation Committee (the “Committee”) of the Board of Directors of USA Truck, Inc. (the “Company”) approved the USA Truck, Inc. Management Bonus Plan (the “Plan”). The Plan is intended to comply with the requirements of Section 162(m) of the Internal Revenue Code of 1986 (“IRC”), as amended, and the related income tax regulations issued thereunder. The Plan is adopted under the USA Truck, Inc. 2014 Omnibus Incentive Plan (the "Omnibus Plan"), which provides for performance-based cash incentive plans under Section 162(m) of the IRC. The performance targets set forth below are all Performance Criteria as defined in the Omnibus Plan. The members of the Committee are all "outside directors" as defined in Section 162(m) of the IRC. The Plan shall be interpreted and construed in a manner that would result in such interpretation or construction satisfying the exemptions available under Section 162(m) of the IRC. No bonus will be paid prior to the certification in writing of the satisfaction of the financial metrics performance goals by the compensation committee pursuant to 1.162.27(e)(5).

PLAN PROVISIONS

The CEO will be paid a cash percentage of his 2015 base salary received corresponding with the achievement of certain levels of operating income, operating ratio and return on invested capital, or ROIC.

A. CASH BONUS. Each applicable level of operating income, operating ratio and ROIC corresponds to a percentage bonus opportunity for the CEO that is multiplied by the CEO’s 2015 base salary received to determine the CEO’s cash bonus. Pursuant to the Plan, the CEO may receive between 20% and 150% of base salary in cash (with a targeted payout of 100%) depending on the applicable level of operating income, operating ratio and ROIC achieved (inclusive of bonus expense). In order for the cash bonus to be paid, the Company must achieve a minimum of one of the goals based on the audited consolidated results of operations of the Company for the year ending December 31, 2015. To the extent the goals exceeds minimum threshold the percentage of cash bonus to be paid will increase up to the maximum percentage for each group.

	Minimum			Target			Maximum
Operating Income	$	25,556,000		$	31,945,000		$	38,334,000
Operating Ratio		95.5	%		94.3	%		93.2	%
ROIC		3.87	%		4.83	%		5.80	%
Salary Percentage		60	%		100	%		150	%

Note: Each performance metric will be weighted equally (1/3 each) for calculating the bonus. Therefore, if the Company achieves maximum metrics, the CEO will receive 150% of his 2015 base salary received during the year. The bonus will be prorated for results which fall between the minimum and maximum payout goals. Note: fees associated with Secondary sale of common stock will be deducted from operating income for the calculations.

ADMINISTRATION

The Plan shall be administered by the Committee of the Company, or its designee, who shall have full and complete authority and discretion to determine eligibility and qualifications of employees to participate in the Plan; to determine the incentive percentage and incentive amount each participant is eligible to receive under the Plan; to interpret and administer the Plan and/or any agreement entered into under the Plan; to establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; to delegate duties and responsibilities under the Plan to Company’s officers and/or employees as deemed necessary; and, to make any other determination and take any other action the Committee, or its designee, deems necessary or desirable for the administration, interpretation and management of the Plan. Decisions of the Committee relating to the administration, interpretation, management and / or revision of the Plan shall be final, conclusive and binding on all persons, including the Company and its employees.

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 USA Truck, Inc. ♦ 2015 Incentive Plan

NO CONTRACT OF EMPLOYMENT

The Plan is an incentive plan only; no employee shall be entitled to participate in any Plan unless he or she meets all of the qualifications, terms and conditions stated herein. The Plan does not constitute a contract, expressed or implied, and does not guarantee an employee’s employment or continued employment, with the Company for any specified duration. The Company is an “at will” employer and, therefore, either the employee or the Company may terminate the employment relationship at any time, at will, for any reason, with or without cause, and without prior notice.

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EX-10.18

Exhibit 10.18

USA Truck, Inc. ♦ 2015 Incentive Plan

 2015 Management Cash Bonus Plan – Named Executive Group

PURPOSE

On March 20, 2015, the Executive Compensation Committee (the “Committee”) of the Board of Directors of USA Truck, Inc. (the “Company”) approved the USA Truck, Inc. Management Bonus Plan (the “Plan”). The Plan’s objectives are to attract, retain and motivate key management employees (“Participants”), to reward those management employees for meeting or exceeding their performance targets and to align the incentive rewards with the Company’s long-term objective of creating and growing economic value for its stockholders.

PLAN PROVISIONS

The NEOs will be paid a cash percentage of their 2015 base salaries received corresponding with the achievement of certain levels of Company and Department/Individual goals. The Company goals weighted at 50% are operating income, operating ratio and return on invested capital, or ROIC. The departmental/individual goals weighted at 50% are to be approved by the CEO.

A. CASH BONUS. Each applicable level of operating income, operating ratio, ROIC and departmental/individual goals corresponds to a percentage bonus opportunity for the Participant that is multiplied by the Participant’s 2015 base salary received to determine the Participant’s cash bonus. Pursuant to the Plan, designated members of the NEO Group may receive between 3.33% and 100% of their respective 2105 base salaries received in cash (with a targeted payout of 60%) depending on the applicable level of operating income, operating ratio and ROIC and departmental/individual goals achieved (inclusive of bonus expense). In order for the cash bonus to be paid, the Company must achieve a minimum of one of the goals based on the audited consolidated results of operations of the Company for the year ending December 31, 2015 or achievement of departmental goals. To the extent the goals exceeds minimum threshold the percentage of cash bonus to be paid will increase up to the maximum percentage for each group.

50% of the payout will be based on the Company performance goals as presented below:

	Minimum			Target			Maximum
Operating Income	$	25,556,000		$	31,945,000		$	38,334,000
Operating Ratio		95.5	%		94.3	%		93.2	%
ROIC		3.87	%		4.83	%		5.80	%
Salary Percentage		10	%		30	%		50	%

Note: Each performance metric will be weighted equally (1/3 each) for calculating the bonus. Therefore, if the Company achieves maximum metrics and maximum individual goals, the NEO will receive 100% of his/her 2015 base salary received during the year. The bonus will be prorated for results which fall between the minimum and maximum payout goals. Note: fees associated with Secondary sale of common stock will be deducted from operating income for the calculation.

.

50% of the payout will be based on departmental/Personal goals approved by CEO:

	Minimum			Target			Maximum
Goal
Salary Percentage		10	%		30	%		50	%

ADMINISTRATION

The Plan shall be administered by the Committee of the Company, or its designee, who shall have full and complete authority and discretion to determine eligibility and qualifications of employees to participate in the Plan; to determine the incentive percentage and incentive amount each participant is eligible to receive under the Plan; to interpret and administer the Plan and/or any agreement entered into under the Plan; to establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; to delegate duties and responsibilities under the Plan to Company’s officers and/or employees as deemed necessary; and, to make any other determination and take any other action the Committee, or its designee, deems necessary or desirable for the administration, interpretation and management of the Plan. Decisions of the Committee relating to the administration, interpretation, management and / or revision of the Plan shall be final, conclusive and binding on all persons, including the Company and its employees.

1

USA Truck, Inc. ♦ 2015 Incentive Plan

 

NO CONTRACT OF EMPLOYMENT

The Plan is an incentive plan only; no employee shall be entitled to participate in any Plan unless he or she meets all of the qualifications, terms and conditions stated herein. The Plan does not constitute a contract, expressed or implied, and does not guarantee an employee’s employment or continued employment, with the Company for any specified duration. The Company is an “at will” employer and, therefore, either the employee or the Company may terminate the employment relationship at any time, at will, for any reason, with or without cause, and without prior notice.

2

EX-10.19

Exhibit 10.19

 EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT

This Executive Severance and Change in Control Agreement (this “Agreement”), dated as of [_____________], is made by and between USA Truck, Inc., a Delaware corporation (as hereinafter defined, the “Company”), and [name of executive and title] (as hereinafter defined, the “Executive”).

WHEREAS, the Company and the Executive have entered into that Employment Letter Agreement by and between the Company and the Executive dated [_____________] (the "Employment Letter Agreement");

WHEREAS, in recognition that the services of the Executive are integral to the success of the operations of the Company, the Executive should remain focused on execution of his responsibilities without fear of unwarranted termination of his employment or the possibility of a Change in Control (as hereinafter defined) of the Company, and that either of such circumstances, and the uncertainty it may cause, may result in the departure or distraction of key management employees of the Company to the detriment of the Company and its stockholders;

WHEREAS, the Executive is a key management employee of the Company, and the Board of Directors of the Company (the “Board”) through its Executive Compensation Committee (the “Committee”) has determined that the Company should encourage the continued employment of the Executive by the Company and the continued dedication of the Executive to his assigned duties without distraction as a result of the circumstances set forth above; and

WHEREAS, the Company and the Executive desire to set forth the circumstances under which the Executive may receive payments under this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1.            Defined Terms.

For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A)     “Board” shall mean the Board of Directors of the Company, as constituted from time to time.

(B)     “Cause” for termination by the Company of the Executive’s employment shall mean (i) the willful violation of Company policy or willful failure by the Executive to substantially perform the Executive’s duties with the Company, other than any failure resulting from the Executive’s incapacity due to physical or mental illness, that continues for at least 30 days after the Board delivers to the Executive a written demand for performance that identifies in reasonable detail the manner in which the Board believes that the Executive willfully has failed substantially to perform the Executive’s duties; (ii) the willful violation of any law, rule or regulation applicable to the Company’s business operations; (iii) the willful engaging by the Executive in misconduct that is demonstrably and materially injurious to the Company, from a monetary or reputational standpoint; (iv) a material violation by the Executive of the corporate governance guidelines, code of ethics, insider trading policy, or other governance policy of the Company; (v) a material violation by the Executive of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule, or regulation; (vi) a material breach by the Executive of any of the covenants contained in Sections 14, 15, and 16 of this Agreement; or (vii) the repeated use of alcohol by the Executive that materially interferes with the Executive's duties, the use of illegal drugs by the Executive, or a violation by the Executive of the drug and/or alcohol policies of the Company. For purposes of this definition following a Change in Control, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company.

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(C)     A “Change in Control” shall mean the occurrence of any of the following occurring after the date of this Agreement:

(i)     Any “Person” as defined in Section 3(a)(9) of the Exchange Act, and as used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act (but excluding the Company and any employee benefit plan sponsored or maintained by the Company (including any trustee of such plan acting as trustee)), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities (other than indirectly as a result of the Company’s redemption of its own securities); or 

(ii)     The consummation of any merger or other business combination of the Company, a sale of more than 50% of the Company’s assets, the liquidation or dissolution of the Company or any combination of one or more of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which either (x) the stockholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own more than 50% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser of or successor to the Company’s assets; (C) both the surviving corporation and the purchaser in the event of any combination of Transactions; or (D) the parent company owning 100% of such surviving corporation, purchaser or both the surviving corporation and the purchaser, as the case may be ((A), (B), (C) or (D), as applicable, the “Surviving Entity”) or (y) the Incumbent Directors, as defined below, shall continue to serve as a majority of the board of directors of the Surviving Entity without an agreement or understanding that such Incumbent Directors will later surrender such majority; or

(iii)     Within any twenty-four (24)-month period, the individuals who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, including any Surviving Entity. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of, or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a Person who commenced or threatened to commence an election contest or proxy solicitation by or on behalf of a Person (other than the Board) or who has entered into an agreement to effect a Change in Control or expressed an intention to cause such a Change in Control).

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(D)     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(E)     “Company” shall mean USA Truck, Inc. and any successor to its business or assets, by operation of law or otherwise.

(F)     “Constructive Termination” shall mean the occurrence of any of the following, without the Executive’s express written consent, at any time within twelve (12) months following a Change in Control:

(i)     material diminution in the overall scope of the Executive’s duties, authorities and responsibilities from those held by the Executive immediately prior to the time of a Change in Control;

(ii)     geographic relocation of the Executive’s assigned principal business location to a location greater than forty (40) miles from the place of the Executive’s principal business location immediately prior to the time of a Change in Control; or

(iii)     diminution by ten percent (10%) or more of the Executive’s base salary or target bonus in effect immediately prior to the time of a Change in Control;

(G)     “Date of Termination” shall have the meaning stated in Paragraph (B) of Section 5 hereof.

(H)     “Disability” shall mean a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment.

(I)     “Executive” shall mean the individual named in the first paragraph of this Agreement.

(J)     “Incumbent Directors” shall mean directors who were directors of the Company as of the date hereof or who are appointed, elected or nominated to the Board in accordance with the following sentence. It is understood that any individual becoming a member of the Board subsequent to the date hereof whose appointment was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of appointment or whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of election or nomination shall be considered, for purposes of this Agreement, as though such individual were a Continuing Director on the date hereof.

(K)     “Notice of Termination” shall have the meaning stated in Paragraph (A) of Section 5 hereof.

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(L)     “Payment Trigger” shall mean any of the following that occurs during the term of this Agreement:

(i)     termination of the Executive’s employment by the Company without Cause, at any time other than within twelve (12) months following a Change in Control, and other than as a result of the Executive’s Disability; or

(ii)     Constructive Termination of the Executive while the Executive remains employed by the Company or its successor, or termination of the Executive’s employment by the Company without Cause within twelve (12) months following a Change in Control occurring during the term of this Agreement.

For the avoidance of doubt, a termination of the Executive by the Company for Disability shall not be deemed a termination of the Executive without Cause.

(M)     “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time, as modified and used in Sections 13(d) and 14(d) thereof; except that, a Person shall not include (i) the Company, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (iii) an underwriter temporarily holding securities pursuant to an offering of such securities.

2.            Term of Agreement.

This Agreement shall be effective as of the date set forth in the first paragraph of this Agreement and shall continue in effect until the earliest of (i) a Date of Termination in accordance with Section 5 or the death of the Executive, or (ii) if a Payment Trigger occurs during the term of this Agreement under subparagraphs (i) or (ii) of Paragraph (L) of Section 1, the performance by the Company of all its obligations and the satisfaction by the Company of all its liabilities under this Agreement.

3.            General Provisions.

(A)     The Company hereby represents and warrants to the Executive that the execution and delivery of this Agreement and the performance by the Company of the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement is a legal, valid and legally binding obligation of the Company enforceable in accordance with its terms.

(B)     No amount or benefit shall be payable under this Agreement unless there shall have occurred a Payment Trigger during the term of this Agreement.

(C)     This Agreement and the Employment Letter Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company. Notwithstanding the immediately preceding sentence or any other provision of this Agreement, any purported termination of the Executive’s employment that is not effected in accordance with a Notice of Termination satisfying Paragraph (A) of Section 5 shall not be effective for purposes of this Agreement. The Executive’s continued employment for any period of time after a Payment Trigger, up to the maximum time specified in Paragraph (B) of Section 5, shall not constitute a waiver of the Executive’s rights with respect to any payment obligations of the Company under this Agreement. The waiver by the Executive of any particular event meeting the definition of or constituting a Constructive Termination shall not operate as a waiver by the Executive of any benefits or rights under this Agreement should any subsequent event or circumstance occur that constitutes a Constructive Termination under this Agreement.

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4.     Payments Due Upon a Payment Trigger.

(A)     The Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement.

(B)     (i)     Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1:

(a)     the Company shall pay the Executive monthly payments, in cash, equal to [____________] ([___]) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger, on or as near as practicable to the same date in each month as monthly installments (each of which shall be considered a separate "payment" for purposes of Code Section 409A, as defined in Section 23) of the annual base salary were made to the Executive prior to the occurrence of the Payment Trigger, for a period of [__________] ([__]) months following the occurrence of the Payment Trigger;

(b)     the Company shall pay to the Executive a lump sum amount, in cash, equal to the target amount of any short term cash incentive compensation that would have been awarded to and earned by the Executive under any incentive compensation plan for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; and

(c)     the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due to the Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(ii)     Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1:

(a)     the Company shall pay the Executive a lump sum payment, in cash, equal to the sum of [____________] ([___]%) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger provided that if the Change in Control does not constitute a change in control event as defined in Code Section 409A then the portion of the lump sum payment, if any, that is considered deferred compensation subject to Code Section 409A shall be paid in installments as described in Section 4(B)(i)(a),

(b)     the Company shall pay the Executive the amount, if any, set forth on the signature page of this Agreement and identified as relocation services benefit, to defray the Executive’s costs of relocation services;

(c)     the Company shall pay to the Executive a lump sum amount, in cash, equal to [_____________] ([___]%) of the target amount of any short term incentive cash compensation that would have been paid to the Executive for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year;

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(d)     the Company shall reimburse, on an after-tax basis, any premiums paid by the Executive pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), during a period of [________] ([__]) months following the Date of Termination; and

(e)     the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due the Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(C)     Notwithstanding any provision of any incentive compensation plan, and in addition to any payments under Paragraph (B) hereof, the Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been awarded to and earned by the Executive under any incentive compensation plan for a completed fiscal year preceding the occurrence of a Payment Trigger but that has not yet been paid to the Executive.

(D)     The payments provided for in subparagraph (ii)(a) of Paragraph (B) and, if applicable, Paragraph (C) of this Section 4 shall be made within two (2) business days following the Date of Termination, or such later required date as may be prescribed, allowing for applicable waiting periods, under the terms of the General Release (hereafter defined), unless the amounts of such payments cannot be finally determined on or before that date, in which case, the Company shall pay to the Executive on that date an estimate, as reasonably determined in good faith by the Company, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments within five (5) business days following the final determination of such amounts due to the Executive under this Agreement.

(E)     As a condition to the receipt of the severance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws. The General Release must be signed, and the period provided therein for revocation must have expired, not later than sixty days from the Date of Termination. No severance benefits shall be paid until the General Release is signed and the revocation period has expired, and any amounts that would otherwise have been paid prior to such date shall be paid as soon as practicable after such date, without interest. Notwithstanding the foregoing, if the sixty day period after the Date of Termination ends in the calendar year following the year that includes the Date of Termination, no such amount that is subject to Code Section 409A shall be paid sooner than the first day of the year following the year that includes the Date of Termination, regardless of when the General Release is signed.

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5.            Termination Procedures.

(A)     During the term of this Agreement, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 11 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that indicates the specific termination provision in this Agreement relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Further, a Notice of Termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board that was called and held for the purpose of considering the termination finding that, in the informed, reasonable, good faith judgment of the Board, the Executive was guilty of conduct set forth in the definition of Cause in Paragraph (B) of Section 1, and specifying the particulars thereof in reasonable detail. A Notice of Termination by the Employee in the case of a Constructive Termination shall specify in reasonable detail the event or circumstance constituting the Constructive Termination under Paragraph (F) of Section 1 of this Agreement. Such notice of Constructive Termination must be provided by the Executive to the Company within sixty (60) days of the initial existence of the condition giving rise to the Constructive Termination.

(B)     “Date of Termination” with respect to any purported termination of the Executive’s employment during the term of this Agreement (other than by reason of death) shall mean:

(i)     if the Executive’s employment is terminated by the Company for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during that thirty (30) day period);

(ii)     if the Executive’s employment is terminated by the Company for any other reason except in the case of a termination for Cause, up to thirty (30) days, at the Company's discretion, after Notice of Termination is given;

(iii)     if the Executive’s employment is terminated by the Company for Cause, the date specified in the Notice of Termination; and

(iv)     in the case of termination by the Executive (including a Constructive Termination following a Change in Control), thirty (30) days after the date such Notice of Termination is given; provided, in the case of a Constructive Termination, the Notice of Termination contemplated by Paragraph (A) of this Section 5 shall be deemed cancelled, void and of no further force and effect, and no payment obligation of the Company shall arise therefrom, if the Company rescinds or otherwise eliminates or reverses the action or event that would otherwise constitute grounds for Constructive Termination, and so notifies the Executive in writing within thirty (30) days of its receipt of the notice of Constructive Termination. The rescission, elimination or reversal of any such action or event constituting a Constructive Termination shall not operate to release or discharge the Company from any other liability or obligation under this Agreement, including any liability or obligation arising from any subsequent action or event that constitutes a Constructive Termination.

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6.            No Mitigation; No Setoff.

The Executive shall not be required to mitigate the amount of any benefits the Company becomes obligated to provide to the Executive in connection with this Agreement by seeking other employment or otherwise. The benefits to be provided to the Executive in connection with this Agreement may not be reduced, setoff or subject to recovery by the Company by any benefits the Executive may receive from other employment, from retirement benefits or otherwise. Further, the amount of any payment or benefit provided for in this Agreement shall not be setoff against any amount claimed to be owed by the Executive to the Company, or otherwise, except for a violation of Section 14, 15, or 16.

7.            Disputes.

(A)     If a dispute or controversy arises out of or in connection with this Agreement, the parties shall first attempt in good faith to settle the dispute or controversy by mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to arbitration or litigation. Thereafter, any remaining unresolved dispute or controversy arising out of or in connection with this Agreement may be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in a city located within Crawford or Sebastian County, Arkansas. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Executive shall, however, be entitled to seek specific performance of the Company’s obligations hereunder during the pendency of any dispute or controversy arising under or in connection with this Agreement.

(B)     Any legal action concerning this Agreement, other than a mediation or an arbitration described in Paragraph (A) of this Section 7, whether instituted by the Company or the Executive, shall be brought and resolved only in a state or federal court of competent jurisdiction located in Crawford County, Arkansas or the Fort Smith Division of the Western District of Arkansas. The parties hereby irrevocably consent and submit to and shall take any action necessary to subject themselves to the personal jurisdiction of any such court and hereby irrevocably agree that all claims in respect of the action shall be instituted, heard, and determined in such court. The parties agree that such court is a convenient forum, and hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(C)     The Company shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Executive pursuant to a final, unappealable judgment. The Executive shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Company pursuant to a final, unappealable judgment. The non-prevailing party, as set forth above, shall pay prejudgment interest on any money judgment obtained by the prevailing party as a result of such proceeding, calculated at the rate provided in Section 1274(b)(2)(B) of the Code.

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8.            Successors; Binding Agreement.

(A)     In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise, and whether or not such a transaction constitutes a Change in Control) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption and agreement prior to the effectiveness of any succession shall be a breach of this Agreement for which the Executive shall have any and all of the remedies available to him under this Agreement. The provisions of this Section 8 shall continue to apply to each subsequent employer of the Executive bound by this Agreement in the event of any merger, consolidation, or transfer of all or substantially all of the business or assets of that subsequent employer, whether or not that transaction constitutes a Change in Control.

(B)     This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive shall die while any amount would be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, the amount, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives, or administrators of the Executive’s estate.

9.            Effect on Prior Agreements.

This Agreement contains the complete, final, and exclusive embodiment of the agreement and understanding among the parties hereto regarding severance, change in control, or similar payments to the Executive and supersedes in all respects any prior or other agreement or understanding, written or oral, among the parties with respect to the subject matter of this Agreement, including, but not limited to, Change in Control Severance Agreements, the Employment Letter Agreement, employment agreements or company policies, or other agreements or arrangements with respect to severance, change in control, or similar payments.

10.          Exclusive Remedy.

In the event of a Payment Trigger, the provisions of Section 4 are intended to be and are exclusive and in lieu of any other rights or remedies to which the Executive or the Company may otherwise be entitled (including any contrary provisions in any written or oral employment agreement or arrangement the Executive may have with the Company), whether at law, tort or contract, in equity, or under this Agreement. The Executive shall not be entitled to any severance or Change in Control benefits or rights upon a Payment Trigger other than those benefits expressly set forth in Section 4.

11.          Notices.

For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

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To the Company:          USA Truck, Inc.

3201 Industrial Park Road

Van Buren, Arkansas 72956

Attention: Chairman of the Board

To the Executive:          [_______________]

[_______________]

[_______________]

12.          Miscellaneous.

No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Executive and an officer of the Company specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections.

13.          Governing Law.

The validity, interpretation, construction, and performance of this Agreement shall be governed by the internal, substantive laws of the State of Delaware, without giving effect to the law or principles of conflict of laws of any jurisdiction.

14.          Obligation Not to Solicit and Compete.

The Executive hereby agrees that during his employment with the Company and for a period of [__________] ([__]) months thereafter or, in the event of a Change in Control, [__________] ([__]) months thereafter (the applicable period being referred to herein as the "Restricted Period"), the Executive will not, directly or indirectly, in any manner (i) attempt to induce or assist others to attempt to induce any officer, employee, driver, independent contractor, customer, or vendor of the Company or its affiliates to terminate its association with or reduce or terminate business with the Company or its affiliates, nor do anything directly or indirectly to interfere with the relationship between the Company or its affiliates and any such persons or concerns, unless part of a management directive, or (ii) engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, serve as an agent, officer, director or consultant to, be associated with or in any manner connected with, lend his name or any similar name to, lend his credit or render services or advice to, any Competitive Business (as hereinafter defined) anywhere in North America; provided, in order to bind the Executive to the provisions of Section 14(ii) when there is no Payment Trigger, the Company must make monthly payments, in cash, equal to one-twelfth (1/12) of the Executive’s annual base salary in effect immediately prior to termination, on or as near as practicable to the same date in each month as monthly installments of the annual base salary were made to the Executive prior to termination, for such portion of the Restricted Period as the Company determines (the "Non-Compete Payments"). The Company will give the Executive notice within ten (10) days following the Executive's termination if it elects to not make the Non-Compete Payments and, once Non-Compete Payments commence, the Company will give the Executive thirty (30) days' written notice before discontinuing the Non-Compete Payments. The provisions of Section 14(i) will automatically apply to the Executive regardless of whether there is a Payment Trigger and the provisions of Section 14(ii) will automatically apply to the Executive if there is a Payment Trigger; the Executive acknowledging that he has received sufficient consideration for such covenants. For purposes of this Agreement, Competitive Business will mean [_________________________], any business conducted by the Company or the Company's affiliates during Executive's employment, and any business where plans were developed during the Executive's employment to engage in such business. Nothing herein will be deemed to prevent the Executive from acquiring through market purchases and owning, solely as an investment, less than two percent (2%) in the aggregate of the equity securities of any issuer whose shares are registered under Section 12(b) or Section 12(g) of the Exchange Act, as amended, and are listed or admitted for trading on any United States national securities exchange or are quoted on any system of automated dissemination of quotations of securities prices in common use, so long as the Executive is not directly or indirectly a member of any "control group" (within the meaning of the rules and regulations of the SEC).

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15.          Confidentiality.

The Executive acknowledges that during his employment with the Company, he may acquire confidential proprietary information of the Company or its affiliates ("Confidential Information") that is, and remains, the sole property of the Company. Such Confidential Information is a valuable asset of the Company and substantially contributes to the effective and successful conduct of the Company's business. Confidential Information is intended to remain secret and misappropriation by any means is strictly prohibited. The Executive agrees to comply with the policies and procedures of the Company for protecting Confidential Information and agrees not to disclose to any person or use any Confidential Information obtained by the Executive incident to the Executive's employment or other association with the Company or its affiliates, other than as required for the proper performance of the Executive's duties and responsibilities to the Company or as required by applicable law after notice to the Company and a reasonable opportunity for it to protect Confidential Information. This restriction will continue to apply after the Executive's employment terminates, regardless of the reason for such termination, for so long as such Confidential Information remains confidential or, if sooner, until the expiration of the Restricted Period following the date the Executive's employment with the Company terminates. The obligations of confidentiality imposed by this Section 15 will not apply to Confidential Information that becomes generally known to the public hereafter through no act of the Executive's in breach of this Agreement and no act of any other person in breach of an obligation of confidentiality to the Company. Notwithstanding anything to the contrary herein, the Executive acknowledges that the requirements for confidentiality as set forth in the Company handbook continue to apply to the Executive while the Executive is receiving compensation and benefits under this Agreement and during the Restricted Period.

16.          Non-disparagement.

The Executive agrees that he will not make to any person or entity any false, disparaging, or derogatory comments about the Company or its affiliates, or their business affairs, directors, officers, employees, drivers, independent contractors, customers, or vendors.

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17.          Remedies

Upon breach of any of the covenants contained in Section 14, 15, or 16 of this Agreement, (a) the Company can and may take any and all actions available at law and in equity, including obtaining a restraining order or injunctive relief, (b) all compensation and benefits described in this Agreement will immediately cease, (c) the Executive will remain obligated to comply with the covenants in this Agreement, and (d) the periods set forth above in Sections 14 and 15 will be tolled during any period in which the Executive is in violation of such Section(s) so that the Company is provided with the full benefit of the Restricted Period.

18.          Withholding.

All payments provided for hereunder will be subject to required withholding of federal, state and local income, excise, and employment-related taxes. If any such excise taxes would otherwise be imposed, the Company shall determine in good faith whether the Executive will either receive all of the benefits to which he is entitled under this Agreement, subject to the excise tax, or have his benefits under this Agreement reduced to a level at which the excise tax will not apply, depending upon which approach will provide the Executive with the greater net after-tax benefit.

19.          Severability.

If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

20.          Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

21.          Payment; Assignment.

Benefits payable under this Agreement will be paid only from the general assets of the Company. No person has any right to or interest in any specific assets of the Company by reason of this Agreement or the Employment Letter Agreement. To the extent benefits under this Agreement are not paid when due to any individual, he or she is a general unsecured creditor of the Company with respect to any amounts due. Benefits payable pursuant to this Agreement and the right to receive future benefits may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subject to any charge.

22.          Further Assurances.

The parties to this Agreement agree to perform, or cause to be performed, such further acts and deeds and to execute and deliver or cause to be executed and delivered, such additional or supplemental documents or instruments as may be reasonably required by the other party to carry into effect the intent and purpose of this Agreement.

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23.          Code Section 409A.

It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted, and if necessary modified or reformed (including any modification or reformation regarding the timing and amount of any payment) to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that the Company determines may be considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like term, and the timing thereof, shall mean such a separation from service. Notwithstanding any other provision of this Agreement, in the event the Executive is a “specified employee” as defined in Code Section 409A on the date the Executive incurs a separation from service, as so defined, to the extent required by Code Section 409A, payments and benefits hereunder to which Code Section 409A would apply may not commence to the Executive until the earlier of the first day of the seventh month following the month that includes the Executive’s separation from service (as defined in Code Section 409A) or the date of the Executive’s death and any delayed payments and benefits shall be paid and provided in the aggregate, without interest, no later than ten (10) days following such date. For purposes of Code Section 409A, the Executive's right to receive the payments and benefits hereunder shall be treated as a right to receive a series of separate and distinct payments and benefits. Whenever a payment or benefit hereunder specifies a payment or benefit period with reference to a number of days, the actual date of payment or benefit within the specified period shall be within the sole discretion of the Company. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Plan, to the extent such payment is subject to Code Section 409A. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A, but do not satisfy an exemption from, or the conditions of, Code Section 409A. Any terms of this Agreement that are undefined or ambiguous shall be interpreted by the Company in its discretion in a manner that complies with Code Section 409A to the extent necessary to comply therewith. If for any reason any provision of this Agreement does not accurately reflect its intended establishment of an exemption from or compliance with Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from or compliance with Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company.

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above.

USA TRUCK, INC.

By:

Name:

Title:

Name of Executive

Signature

Amount of Relocation Services Benefit

Exhibit A

General Release

FOR AND IN CONSIDERATION OF the compensation pursuant to a Payment Trigger to be provided me in connection with the termination of my engagement with USA Truck, Inc. (“Company”), as that term is defined in that certain Executive Severance and Change in Control Agreement between Company and me, dated as of [___________] (the “Agreement”), which are conditioned on my signing this General Release and to which I am not otherwise entitled, I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, and assigns, and all others connected with or claiming through me, hereby release and forever discharge Company, each of its affiliates, and all of their respective past, present, and future officers, directors, trustees, shareholders, employees, agents, general and limited partners, members, managers, joint venturers, representatives, successors, and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all causes of action, rights, or claims of any type or description, known or unknown, which I have had in the past, now have, or might now have, through the date of my signing of this General Release, in any way resulting from, arising out of, or connected with my engagement with Company or the termination of that engagement or pursuant to any federal, state or local law, regulation, or other requirement, including if deemed to be an employee of Company (including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the fair employment practices laws of the state or states in which I have been employed by Company, each as amended from time to time).

In signing this General Release, I acknowledge my understanding that I may not sign it prior to the termination of my engagement with Company, but that I may consider the terms of this General Release for up to thirty (30) days (or such longer period as Company may specify) from the date my engagement with Company terminates. I also acknowledge that I have been advised by Company to seek the advice of an attorney prior to signing this General Release; that I have had a full and sufficient time to consider this General Release and to consult with an attorney, if I wished to do so, or to consult with any other person of my choosing before signing; and that I am signing this General Release voluntarily and with a full understanding of its terms. I understand that I have seven (7) days following my execution of this General Release to revoke this General Release and that this General Release will not be effective until the eighth day after I execute and do not revoke this General Release.

I hereby acknowledge and reaffirm my continuing obligations to the Company under the Agreement, in particular as the Agreement relates to certain restrictive covenants, which was signed in connection with my employment.

I further acknowledge that, in signing this General Release, I have not relied on any promises or representations, expressed or implied, that are not set forth expressly in the Agreement.

[Signature page follows]

Intending to be legally bound, I have signed this General Release as of the date written below.

Signature: _____________________________________________

Name of Executive

Date Signed: ___________________________________________

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 23, 2016, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of USA Truck, Inc. on Form 10-K for the year ended December 31, 2015. We consent to the incorporation by reference of said reports in the Registration Statements of USA Truck, Inc. on Forms S-8 (File No. 333-196695, effective June 11, 2014, File No. 333-117856, effective August 2, 2004, and File No. 333-40317, effective November 14, 1997).

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

February 23, 2016

EX-31.01

EXHIBIT 31.01

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

USA TRUCK, INC.

I, John R. Rogers, certify that:

1. I have reviewed this annual report on Form 10-K of USA Truck, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 23, 2016	/s/ John R. Rogers
		John R. Rogers
		President and Chief Executive Officer

EX-31.02

EXHIBIT 31.02

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

USA TRUCK, INC.

I, Michael K. Borrows, certify that:

1. I have reviewed this annual report on Form 10-K of USA Truck, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 23, 2016	/s/ Michael K. Borrows
		Michael K. Borrows
		Executive Vice President and Chief Financial Officer

EX-32.01

EXHIBIT 32.01

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Annual Report of USA Truck, Inc. (the “Company”) on Form 10-K for the annual period ended December 31, 2015 (the “Report”), I, John R. Rogers, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	February 23, 2016	/s/ John R. Rogers
		John R. Rogers
		President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.02

EXHIBIT 32.02

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 .S.C. SECTION 1350)

In connection with the Annual Report of USA Truck, Inc. (the “Company”) on Form 10-K for the annual period ended December 31, 2015 (the “Report”), I, Michael K. Borrows, Executive Vice President and Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	February 23, 2016	/s/ Michael K. Borrows
		Michael K. Borrows
		Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Feb. 15, 2016	Jun. 30, 2015
Entity Registrant Name	USA TRUCK INC
Entity Central Index Key	0000883945
Trading Symbol	usak
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		9,758,733
Entity Public Float			$ 219,871,807
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Amendment Flag	false

XML

Consolidated Balance Sheets - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current assets:
Cash	$ 87,000	$ 205,000
Accounts receivable, net of allowance for doubtful accounts of $608 and $1,020, respectively	53,324,000	71,186,000
Other receivables	5,094,000	5,604,000
Inventories	748,000	1,863,000
Assets held for sale	7,979,000	$ 3,536,000
Income taxes receivable	6,159,000
Prepaid expenses and other current assets	4,876,000	$ 5,197,000
Total current assets	78,267,000	87,591,000
Property and equipment:
Land and structures	32,910,000	31,596,000
Revenue equipment	289,045,000	348,251,000
Service, office and other equipment	22,156,000	18,812,000
Property and equipment, at cost	344,111,000	398,659,000
Accumulated depreciation and amortization	(137,327,000)	(182,964,000)
Property and equipment, net	206,784,000	215,695,000
Other assets	1,405,000	658,000
Total assets	286,456,000	303,944,000
Current liabilities:
Accounts payable	24,473,000	23,582,000
Current portion of insurance and claims accruals	10,706,000	10,230,000
Accrued expenses	8,836,000	8,252,000
Current maturities of long-term debt and capital leases	12,190,000	24,048,000
Total current liabilities	56,205,000	66,112,000
Deferred gain	701,000	589,000
Long-term debt and capital leases, less current maturities	89,245,000	93,464,000
Deferred income taxes	37,943,000	35,064,000	[1]
Insurance and claims accruals, less current portion	8,585,000	9,647,000
Total liabilities	$ 192,679,000	$ 204,876,000
Commitments and contingencies
Stockholders’ equity:
Preferred Stock, $.01 par value; 1,000,000 shares authorized; none issued	$ 0	$ 0
Common Stock, $.01 par value; 30,000,000 shares authorized; issued 11,946,253 shares, and 11,873,071 shares, respectively	119,000	119,000
Additional paid-in capital	67,370,000	65,850,000
Retained earnings	65,871,000	54,802,000
Less treasury stock, at cost (2,286,608 shares, and 1,340,438 shares, respectively)	(39,583,000)	(21,703,000)
Total stockholders’ equity	93,777,000	99,068,000
Total liabilities and stockholders’ equity	$ 286,456,000	$ 303,944,000

[1] In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which simplifies the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent in a statement of financial position. The Company has early adopted ASU 2015-17 effective December 31, 2015 on a retrospective basis. Adoption of this ASU resulted in a reclassification of the Company’s net current deferred tax asset as an offset to the net noncurrent deferred tax liability in its Consolidated Balance Sheet as of December 31, 2014. The reclassification resulted in a $7.7 million decrease in the current deferred income taxes asset and the long-term noncurrent deferred income taxes liability.

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Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Allowance for doubtful accounts	$ 608	$ 1,020
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	30,000,000	30,000,000
Common stock, shares issued (in shares)	11,946,253	11,873,071
Treasury stock (in shares)	2,286,608	1,340,438

XML

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Operating revenue	$ 507,934	$ 602,477	$ 555,005
Operating expenses:
Salaries, wages and employee benefits	140,649	153,410	143,762
Fuel and fuel taxes	58,511	116,092	135,548
Depreciation and amortization	37,480	44,071	44,947
Insurance and claims	21,183	24,910	$ 27,253
Equipment rents	4,424	3,089
Operations and maintenance	39,644	45,634	$ 50,928
Purchased transportation	161,370	172,117	139,091
Operating taxes and licenses	5,720	5,589	5,406
Communications and utilities	3,599	4,062	4,117
Gain on disposal of assets, net	(7,547)	$ (1,107)	$ (1,648)
Restructuring Charges	2,742
Other	17,088	$ 16,957	$ 15,702
Total operating expenses	484,863	584,824	565,106
Operating income (loss)	23,071	17,653	(10,101)
Other expenses (income):
Interest expense, net	$ 2,237	3,008	3,662
Defense costs		$ 2,764	$ 1,480
Loss on extinguishment of debt	$ 750
Other, net	743	$ 245	$ (711)
Total other expenses, net	3,730	6,017	4,431
Income (loss) before income taxes	19,341	11,636	(14,532)
Income tax expense (benefit)	8,272	5,351	(4,539)
Net income (loss) and comprehensive income (loss)	$ 11,069	$ 6,285	$ (9,993)
Net earnings (loss) per share:
Average shares outstanding (basic) (in shares)	10,337	10,356	10,323
Basic earnings (loss) per share (in dollars per share)	$ 1.07	$ 0.61	$ (0.97)
Average shares outstanding (diluted) (in shares)	10,401	10,485	10,323
Diluted earnings (loss) per share (in dollars per share)	$ 1.06	$ 0.60	$ (0.97)

XML

Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Total
Balance (in shares) (Scenario, Previously Reported [Member]) at Dec. 31, 2012	11,770,000
Balance (Scenario, Previously Reported [Member]) at Dec. 31, 2012	$ 118	$ 65,259	$ 58,510	$ (21,714)	$ 102,173
Exercise of stock options		6			6
Transfer of stock into (out of) treasury stock		51		(51)
Stock-based compensation		216			216
Restricted stock award grant (in shares)	156,000
Restricted stock award grant	$ 1	(2)			(1)
Forfeited restricted stock (in shares)	(45,000)
Net share settlement related to restricted stock vesting		(3)			(3)
Net income (loss) | Scenario, Previously Reported [Member]					(9,110)
Net income (loss)			(9,993)		(9,993)
Balance (in shares) at Dec. 31, 2013	11,881,000
Balance at Dec. 31, 2013	$ 119	65,527	48,517	(21,765)	92,398
Exercise of stock options		158			158
Transfer of stock into (out of) treasury stock		(62)		62
Stock-based compensation		366			366
Restricted stock award grant (in shares)	21
Forfeited restricted stock (in shares)	(35,000)
Net share settlement related to restricted stock vesting		(139)			(139)
Net income (loss) | Scenario, Previously Reported [Member]					6,033
Net income (loss)			6,285		6,285
Balance (in shares) at Dec. 31, 2014	11,873,000
Balance at Dec. 31, 2014	$ 119	65,850	54,802	(21,703)	99,068
Exercise of stock options (in shares)	16
Net share settlement related to restricted stock vesting (in shares)	(10)
Exercise of stock options		168			168
Transfer of stock into (out of) treasury stock		(52)		(17,880)	(17,932)
Stock-based compensation		1,093			1,093
Restricted stock award grant (in shares)	141
Restricted stock award grant		(1)
Forfeited restricted stock (in shares)	(84,000)
Net share settlement related to restricted stock vesting		(410)			(410)
Net income (loss)			11,069		11,069
Balance (in shares) at Dec. 31, 2015	11,946,000
Balance at Dec. 31, 2015	$ 119	67,370	$ 65,871	$ (39,583)	$ 93,777
Exercise of stock options (in shares)	32				37,803
Net share settlement related to restricted stock vesting (in shares)	(16)
Excess tax benefit on exercise of stock options		721			$ 721
Forfeited restricted stock	$ (1)	$ 1

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Accounts Payable [Member]
Supplemental schedule of non-cash investing and financing activities:
Purchases of revenue equipment included in accounts payable	$ 1,279	$ 34	$ 5
Net income (loss)	11,069	6,285	(9,993)
Depreciation and amortization	37,480	44,071	44,947
Provision for doubtful accounts	127	782	187
Deferred income taxes	2,876	5,279	(5,325)
Share-based compensation	1,093	$ 366	$ 216
Loss on extinguishment of debt	750
Gain on disposal of assets, net	(7,547)	$ (1,107)	$ (1,648)
Other	232	(38)	(250)
Accounts receivable	11,540	(7,531)	(1,752)
Inventories, prepaid expenses and other current assets	409	892	2,537
Trade accounts payable and accrued expenses	1,156	1,417	(3,783)
Insurance and claims accruals	1,689	$ 1,462	$ 10,757
Other long-term assets and liabilities	(749)
Net cash provided by operating activities	60,125	$ 51,878	$ 35,893
Purchases of property and equipment	(66,186)	(56,536)	(12,924)
Proceeds from sale of property and equipment	38,774	$ 16,923	$ 15,757
Proceeds from operating sale leaseback	$ 7,975
Change in other assets, net		$ 20	$ 38
Net cash (used in) provided by investing activities	$ (19,437)	(39,593)	2,871
Borrowings under long-term debt	140,738	74,168	78,478
Principal payments on long-term debt	(141,456)	(67,353)	(98,222)
Principal payments on capitalized lease obligations	(27,121)	(18,073)	(17,230)
Principal payments on note payable	(896)	(1,494)	(1,715)
Net change in bank drafts payable	(926)	$ 639	$ (1,805)
Excess tax benefit from exercise of stock options	721
Proceeds from capital sale leaseback	6,308
Purchase of common stock	(17,932)
Net (payments) or proceeds from stock based awards	(242)	$ 19	$ 2
Net cash used in financing activities	(40,806)	(12,094)	(40,492)
(Decrease) increase in cash and cash equivalents	(118)	191	(1,728)
Beginning of year	205	14	1,742
End of year	87	205	14
Interest	2,084	3,359	3,802
Income taxes	$ 9,808	3,003	477
Liability incurred for notes payable		$ 1,367	$ 1,387

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Note 1 - Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of business

USA Truck, Inc., a Delaware corporation and subsidiary (the “Company”) is a truckload carrier providing transportation of general commodities throughout the continental United States and into and out of portions of Mexico and Canada. Generally, the Company transports full dry van trailer loads of freight from origin to destination without intermediate stops or handling. As a complement to the Company’s truckload operations, it also provides dedicated, brokerage and rail intermodal services. Through the Company’s asset based and non-asset based capabilities, it transports many types of freight for a diverse customer base in a variety of industries.

Basis of presentation

The accompanying consolidated financial statements include USA Truck, Inc., and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in preparing the consolidated financial statements. Certain amounts reported in prior periods have been reclassified to conform to the current year presentation.

The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), and include all adjustments necessary for the fair presentation of the periods presented.

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 sheet for cash and cash equivalents approximates its fair value.

Allowance for doubtful accounts

The allowance for doubtful accounts is management’s estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Management reviews the financial condition of customers for granting credit and determines the allowance based on analysis of individual customers’ financial condition, historical write-off experience and national economic conditions. The Company evaluates the adequacy of its allowance for doubtful accounts quarterly. Past due balances over 90 days and exceeding a specified amount are reviewed individually for collectability. The Company does not have any off-balance-sheet credit exposure related to its customers.

The following table provides a summary of the activity in the allowance for doubtful accounts for 2015, 2014 and 2013 (in thousands):

	Year Ended December 31,
	20 15			2014			2013
Balance at beginning of year	$	1,020		$	610		$	423
Provision for doubtful accounts		127			782			187
Uncollectible accounts written off, net of recovery		(539	)		(372	)		--
Balance at end of year	$	608		$	1,020		$	610

Assets held for sale

Assets held for sale are comprised of revenue equipment not being utilized in operations and are carried at the lower of depreciated cost or estimated fair value less expected selling costs when the required criteria, as defined by ASC Topic 360 “Property, Plant and Equipment” are satisfied. Depreciation ceases on the date that the held for sale criteria are met. The Company expects to sell these assets within the next twelve months.

Inventories

Inventories consist of tires and supplies, and are stated at the lower of cost (first-in, first-out basis) or market.

Prepaid tires

During the third quarter of 2015, the Company changed its accounting policy for tires. Prior to this change, the cost of original and replacement tires mounted on equipment was reported as prepaid tires and amortized based on estimated usage. Under the new policy, the cost of original tires mounted on purchased revenue equipment is capitalized as part of the equipment cost and is depreciated over the useful life of the related equipment. The cost of subsequent replacement tires is expensed at the time those tires are placed in service. Management believes this new policy is preferable under the circumstances because it provides a more precise method for recognizing expenses related to tires consistent with industry practice. For additional information regarding the change in accounting policy for tires, see Note 15, Change in accounting principle.

Property and equipment

Property and equipment is capitalized at cost. The cost of such property is depreciated by the straight-line method using the following estimated useful lives: structures – 5 to 39.5 years; revenue equipment – 4 to 10 years; and service, office and other equipment – 3 to 20 years. Revenue equipment acquired under capital lease is amortized over the lease term.

The Company reviews its long-lived assets for impairment whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable. An impairment loss would be recognized if the carrying amount of the long-lived asset is not recoverable and the carrying amount exceeds its fair value. For long-lived assets classified as held and used, the carrying amount is not recoverable when the carrying value of the long-lived asset exceeds the sum of the future net cash flows.

Income taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company has analyzed filing positions in its federal and applicable state tax returns in all open tax years. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. The Company analyzes its tax positions on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its consolidated financial position, results of operations and cash flows. Therefore, no reserves for uncertain income tax positions or associated interest or penalties on uncertain tax positions have been recorded.

Claims accruals

The primary claims arising against the Company consist of cargo loss and damage, liability, personal injury, property damage, workers' compensation, and employee medical expenses. The Company’s insurance program involves self-insurance with high risk retention levels. Due to its significant self-insured retention amounts, the Company has exposure to fluctuations in the frequency and severity of claims and to variations between its estimated and actual ultimate payouts. Estimates require judgments concerning the nature and severity of the claim, as well as other factors. Actual settlement of the self-insured claim liabilities could differ from management’s initial assessment due to uncertainties and fact development.

Revenue recognition

Revenue generated by the Company’s trucking operating segment is recognized in full upon delivery of freight to the receiver’s location. For freight in transit at the end of a reporting period, the Company recognizes revenue pro rata based on relative transit time completed as a portion of the estimated total transit time.

Revenue generated by the Company’s SCS segment is recognized upon completion of the services provided. Revenue is recorded on a gross basis, without deducting third party purchased transportation costs, because the Company acts as a principal with substantial risks as primary obligor.

New accounting pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09,

Revenue from Contracts with Customers

(“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 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 2014-09 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 existing GAAP. The standard provides for using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In August 2015, the FASB issued ASU 2015-14, “Revenue From Contracts with Customers – Deferral of the Effective Date”, which delayed the effectiveness of ASU 2014-09 to annual periods beginning after December 15, 2017, and interim periods therein. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which simplifies the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent in a statement of financial position. The Company has early adopted ASU 2015-17 effective December 31, 2015 on a retrospective basis. Adoption of this ASU resulted in a reclassification of the Company’s net current deferred tax asset as an offset to the net noncurrent deferred tax liability in its Consolidated Balance Sheet as of December 31, 2014. The reclassification resulted in a $7.7 million decrease in the current deferred income taxes asset and the long-term noncurrent deferred income taxes liability.

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Note 2 - Segment Reporting

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

NOTE

2. SEGMENT REPORTING

The Company’

s two reportable segments are trucking and Strategic Capacity Solutions (“SCS”).

Truck

ing

. Trucking is comprised of truckload and dedicated freight services. Truckload provides services as a medium- to long-haul common carrier. USA Truck has provided truckload services since its inception, and derives the largest portion of its revenue from these services. Dedicated freight provides truckload services to specific customers for shipments over particular routes at particular.

Strategic Capacity Solutions.

SCS consists of freight brokerage and rail intermodal services. Both of these service offerings match customer shipments with available equipment of authorized third-party carriers and provide services that complement the Company’s trucking operations. USA Truck provides these services primarily to existing trucking customers, many of whom prefer to rely on a single carrier, or a small group of carriers, to provide all their transportation solutions.

In determining its reportable segments, the Company's management focuses on financial information, such as operating revenue, operating expense categories, operating ratios, and operating income, as well as on key operating statistics, to make operating decisions.

Revenue equipment assets are not allocated to SCS, because SCS brokers freight services to customers through arrangements with third party carriers who utilize their own equipment. To the extent rail intermodal operations require the use of company-owned assets, they are obtained from the Company’s trucking segment on an as-needed basis. Depreciation and amortization expense is allocated to SCS based on the Company-owned assets specifically utilized to generate SCS revenue. All intercompany transactions between segments reflect rates similar to those that would be negotiated with independent third parties. All other expenses for SCS are specifically identifiable direct costs or are allocated to SCS based on relevant drivers, as determined by management.

A summary of operating revenue by segment is as follows (in thousands):

	Year Ended December 31,
	201 5			2014			2013
Operating revenue:
Trucking revenue (1)	$	356,528		$	424,082		$	418,601
Trucking intersegment eliminations		(2,048	)		(587	)		(486	)
Trucking operating revenue		354,480			423,495			418,115
SCS revenue		158,295			192,924			146,492
SCS intersegment eliminations		(4,841	)		(13,942	)		(9,602	)
SCS operating revenue		153,454			178,982			136,890
Total operating revenue	$	507,934		$	602,477		$	555,005

(1) Includes foreign revenue of $42.0 million, $57.3 million, and $57.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. All foreign revenue is collected in US Dollars.

A summary of operating income (loss) by segment is as follows (in thousands):

	Year Ended December 31,
	201 5		2014			2013
			(Recast)			(Recast)
Operating income (loss):
Trucking	$	11,088	$	(3,122	)	$	(19,101	)
SCS		11,983		20,775			9,000
Total operating income (loss)	$	23,071	$	17,653		$	(10,101	)

A summary of depreciation and amortization by segment is as follows (in thousands):

	Year Ended December 31,
	201 5		2014		2013
			(Recast)		(Recast)
Depreciation and amortization:
Trucking	$	37,140	$	43,889	$	44,697
SCS		340		182		250
Total depreciation and amortization	$	37,480	$	44,071	$	44,947

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Note 3 - Prepaid and Other Current Assets

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Other Current Assets [Text Block]

NOTE

3. PREPAID AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following (in thousands):

	Year Ended December 31,
	20 15		2014
			(Recast)
Prepaid licenses, permits and tolls	$	1,542	$	1,923
Prepaid insurance		2,080		1,166
Other		1,254		2,108
Total prepaid expenses and other current assets	$	4,876	$	5,197

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Note 4 - Note Receivable

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

NOTE

4. NOTE RECEIVABLE

During November 2010, the Company sold its terminal facility in Shreveport, Louisiana. In connection with this sale, the buyer gave the Company cash in the amount of $0.2 million and a note receivable in the amount of $2.1 million due November 2015. The purchaser defaulted on the note receivable by not making the principle payment in November 2015, and the Company is undertaking actions to collect. The note receivable is secured by a first priority mortgage on the property. The Company believes based on a recent appraisal the value of the property exceeds the amount of the note receivable plus collection costs. Accordingly, no valuation allowance has been recorded. The Company had previously deferred $0.7 million of gain on the sale of the property, with gain recognized into earnings only as payments on the note receivable were received. During the years ended December 31, 2015, 2014 and 2013, respectively, the Company recognized approximately $6,200, $7,800, and $7,300, respectively, of this gain.

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Note 5 - Accrued Expenses

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

NOTE

5

.

ACCRUED EXPENSES

Accrued expenses consist of the following (in thousands):

	Year Ended December 31,
	201 5		2014
Salaries, wages and employee benefits	$	4,359	$	7,043
Federal and state tax accruals		1,712		186
Restructuring, severance and related charges (1)		773		--
Accrued third party maintenance		525		--
Other		1,467		1,023
Total accrued expenses	$	8,836	$	8,252

(1) Refer to note 14 of the footnotes to the Company’s consolidated financial statements for additional information regarding the restructuring, severance and related charges.

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Note 6 - Long-term Debt

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Long-term Debt [Text Block]

NOTE

6. LONG-TERM DEBT

Long-term debt consisted of the following (in thousands):

	Year Ended December 31,
	201 5		2014
Revolving credit agreement	$	70,400	$	71,000
Other		--		896
Total debt		70,400		71,896
Less current maturities		--		(896	)
Long-term debt, less current maturities	$	70,400	$	71,000

Credit f

acility

In February 2015, the Company entered into a new senior secured revolving credit facility (the “Credit Facility”) with a group of lenders and Bank of America, N.A., as agent (“Agent”). Contemporaneously with the funding of the Credit Facility, the Company paid off the obligations under its prior credit facility and terminated such facility.

The Credit Facility is structured as a $170.0 million revolving credit facility, with an accordion feature that, so long as no event of default exists, allows the Company to request an increase in the revolving credit facility of up to $80.0 million, exercisable in increments of $20.0 million. The Credit Facility is a five-year facility scheduled to terminate on February 5, 2020. Borrowings under the Credit Facility are classified as either “base rate loans” or “LIBOR loans”. Base rate loans accrue interest at a base rate equal to the Agent’s prime rate plus an applicable margin that is set at 0.50% through May 31, 2016 and adjusted quarterly thereafter between 0.25% and 1.00% based on the Company’s consolidated fixed charge coverage ratio. LIBOR loans accrue interest at LIBOR plus an applicable margin that is set at 1.50% through May 31, 2016 and adjusted quarterly thereafter between 1.25% and 2.00% based on the Company’s consolidated fixed charge coverage ratio. The Credit Facility includes, within its $170.0 million revolving credit facility, a letter of credit sub-facility in an aggregate amount of $15.0 million and a swing line sub-facility in an aggregate amount of $20.0 million. An unused line fee of 0.25% is applied to the average daily amount by which the lenders’ aggregate revolving commitments exceed the outstanding principal amount of revolver loans and the aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The Credit Facility is secured by a pledge of substantially all of the Company’s assets, with the notable exclusion of any real estate or revenue equipment financed outside the Credit Facility. Additionally, the Company recognized a charge in the first quarter of 2015 of $0.8 million resulting from the replacement of its previous credit facility representing the write-off of unamortized deferred financing fees.

Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $170.0 million; or (B) the sum of (i) 90% of eligible investment grade accounts receivable (reduced to 85% in certain situations), plus (ii) 85% of eligible non-investment grade accounts receivable, plus (iii) the lesser of (a) 85% of eligible unbilled accounts receivable and (b) $10.0 million, plus (iv) the product of 85% multiplied by the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (v) 85% multiplied the net book value of otherwise eligible newly acquired revenue equipment that has not yet been subject to an appraisal. The borrowing base is reduced by an availability reserve, including reserves based on dilution and certain other customary reserves. The Credit Facility contains a single springing financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0. The financial covenant springs only in the event excess availability under the Credit Facility drops below 10% of the lenders’ total commitments under the Credit Facility.

The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the lenders’ commitments may be terminated. The Credit Facility contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and other indebtedness.

The Company had $0.9 million of overnight borrowings under the Credit Facility as of December 31, 2015. The average interest rate including all borrowings made under the Credit Facility as of December 31, 2015 was 1.91%. As debt is repriced on a monthly basis, the borrowings under the Credit Facility approximate fair value. As of December 31, 2015, the Company had outstanding $4.3 million in letters of credit and had approximately $90.8 million available under the Credit Facility.

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Note 7 - Leases and Commitments

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Leases of Lessee Disclosure [Text Block]

NOTE 7.

LEASES AND COMMITMENTS

Capital leases

USA Truck leases certain equipment under capital leases with terms ranging from 15 to 60 months.As of December 31, 2015, the Company has entered into leases with lessors who did not participate in the credit facility. Currently, such leases do not contain cross-default provisions with the credit facility. Balances related to these capitalized leases are included in property and equipment in the accompanying consolidated balance sheets and are set forth in the table below for the periods indicated (in thousands).

	Capitalized Costs		Accumulated Amortization		Net Book Value
December 31, 2015	$	45,170	$	12,896	$	32,274
December 31, 2014		75,188		27,770		47,418

The Company has capitalized lease obligations relating to revenue equipment of $31.0 million, of which $12.2 million represents the current portion. Such leases have various termination dates extending through September 2020 and contain renewal or fixed price purchase options. The effective interest rates on the leases range from 1.68% to 3.11% as of December 31, 2015. The lease agreements require payment of property taxes, maintenance and operating expenses. Amortization of capital leases was $8.3 million, $12.7 million, and $12.7 million for the years ended December 31, 2015, 2014 and 2013, respectively.

During 2015, the Company completed sale-leaseback transactions under which it sold certain owned tractors to an unrelated party for net proceeds of $6.3 million and entered into a 48-month capital lease agreement with the buyer. As of December 31, 2015, the Company had recorded a liability of approximately $0.4 million representing the gain on the sale and will amortize such amount to earnings ratably over the lease term. The deferred gain is included in the deferred gain line item on the accompanying consolidated balance sheet.

Operating leases

Operating lease payments are set forth in the table below for the periods indicated (in thousands).

	Year Ended December 31,
	201 5		2014		2013
Equipment rents	$	4,424	$	3,089	$	--
Building and office rents (1)		2,297		2,225		2,778
Total rents	$	6,721	$	5,314	$	2,778

(1) A portion of the expense for building and office rents is recorded in the operations and maintenance line item in the accompanying consolidated statement of operations and comprehensive income (loss).

As of December 31, 2015, the Company has entered into leases with lessors who did not participate in the credit facility. Currently, such leases do not contain cross-default provisions with the credit facility.

In August 2015, the Company completed two sale-leaseback transactions under which it sold certain owned tractors to an unrelated party for net proceeds of $8.0 million and entered into two operating leases with terms of 58 and 59 months, respectively, with the buyer. During 2015, the Company recorded a liability of approximately $0.3 million representing the gain on the sale and will amortize such amount to earnings ratably over the lease term. The deferred gain is included on the deferred gain line item in the accompanying consolidated balance sheet.

As of December 31, 2015, the future minimum payments including interest under capitalized leases with initial terms of one year or more and future rentals 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 (in thousands).

	2016		2017		2018		2019		2020		Thereafter
Future minimum payments	$	12,800	$	8,182	$	3,977	$	7,156	$	--	$	--
Future rentals under operating leases		8,700		8,572		8,251		5,133		3,179		2,068

Other commitments

As of December 31, 2015, the Company had commitments outstanding to acquire revenue equipment in the approximate amount of $34.1 million. The Company generally has the option to cancel revenue equipment orders within a 60 to 90 day period prior to scheduled production, although the notice period has lapsed for all commitments outstanding as of December 31, 2015.

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Note 8 - Federal and State Income Taxes

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE

8

.

FEDERAL AND STATE INCOME TAXES

Significant components of the Company’s deferred tax assets and liabilities are as follows (dollar amounts in thousands):

	Year Ended December 31,
	2015			2014
Deferred tax assets:
Accrued expenses not deductible until paid	$	7,438		$	7,805
Equity incentive plan		316			184
Revenue recognition		235			332
Allowance for doubtful accounts		232			391
Net operating loss carry forwards		157			3,318
Capital leases		21			70
Federal credits		--			1,556
Other		335			822
Total deferred tax assets	$	8,734		$	14,478
Deferred tax liabilities:
Tax over book depreciation		(44,805	)		(47,496	)
Prepaid expenses deductible when paid		(1,872	)		(2,046	)
Total deferred tax liabilities		(46,677	)		(49,542	)
Net deferred tax liabilities	$	(37,943	)	$	(35,064	)

The Company also has certain state NOL carryovers that expire in varying years through 2033. The Company expects to fully utilize

its

tax attributes in future years before they expire.

Significant components of the provision (benefit) for income taxes are as follows (in thousands):

	Year Ended December 31,
	201 5			2014			2013
				(Recast)			(Recast)
Current:
Federal	$	4,526		$	(129	)	$	786
State		870			201			--
Total current		5,396			72			786
Deferred:
Federal		2,985			5,383			(4,569	)
State		(109	)		(104	)		(756	)
Total deferred		2,876			5,279			(5,325	)
Total income tax expense (benefit)	$	8,272		$	5,351		$	(4,539	)

A reconciliation between the effective income tax rate and the statutory federal income tax rate (35% for 2015 35% for 2014 and 34% for 2013) is as follows (dollar amounts in thousands):

	Year Ended December 31,
	20 15			2014			2013
				(Recast)			(Recast)
Income tax expense (benefit) at statutory federal rate	$	6,790		$	4,073		$	(4,941	)
Federal income tax effects of:
State income tax (benefit) expense		(289	)		(34	)		265
Per diem and other nondeductible meals and entertainment		702			872			875
Other		306			343			18
Federal income tax expense (benefit)		7,509			5,254			(3,783	)
State income tax expense (benefit)		763			97			(756	)
Total income tax expense (benefit)	$	8,272		$	5,351		$	(4,539	)
Effective tax rate		42.8	%		46.0	%		31.2	%

The effective rates varied from the statutory federal tax rate primarily due to state income taxes and certain non-deductible expenses including a per diem pay structure for drivers. Due to the partially nondeductible effect of per diem pay, the Company’s tax rate will fluctuate in future periods based on fluctuations in earnings and in the number of drivers who elect to receive this pay structure. Generally, as pretax income increases, the impact of the driver per diem program on our effective tax rate decreases, because aggregate per diem pay becomes smaller in relation to pre-tax income, while in periods where earnings are at or near breakeven the impact of the per diem program on our effective tax rate is significant.

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Note 9 - Equity Compensation and Employee Benefit Plans

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Pension and Other Postretirement Benefits Disclosure [Text Block]

NOTE

9. EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS

The Company adopted the 2014 Omnibus Incentive Plan (the “Incentive Plan”) in May 2014. The Incentive Plan replaced the 2004 Equity Incentive Plan and provides for the granting of equity-based awards covering up to 500,000 shares of common stock to directors, officers and other key employees and consultants, in addition to the shares outstanding at execution of agreement. As of December 31, 2015, 364,235 shares remain available for the issuance of future equity-based compensation awards.

The components of compensation expense recognized, net of forfeiture recoveries, related to equity-based compensation is reflected in the table below for the years indicated (in thousands):

	Year Ended December 31,
	201 5		2014		2013
Stock options	$	147	$	31	$	54
Restricted stock awards		946		335		162
Equity compensation expense	$	1,093	$	366	$	216

Compensation expense related to all equity-based compensation awards granted under the Incentive Plan is included in salaries, wages and employee benefits in the accompanying consolidated statements of operations and comprehensive income (loss).

Stock options

Stock options are the contingent right of award holders to purchase shares of the Company’s common stock at a stated price for a limited time. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing formula, and is recognized over the vesting period of the award. The vesting period of option awards is generally 3 or 4 years and awards may be exercised over a three or ten year term. While the Company did not grant any new stock options in 2015 or 2014, there was a modification to an existing stock option award in 2015 that resulted in a deemed new award being granted. See Note 14, Restructuring, severance and related charges for further discussion of equity items.

The following assumptions were used to value the stock options granted or deemed to have been granted during the years indicated:

	Year Ended December 31,
	2015			2014		2013
Dividend yield		0	%		--		0	%
Expected volatility		62.9	%		--		35.6	%
Risk-free interest rate		0.1	%		--		1.2	%
Expected life (in years)		0.5			--		6.25

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

The following table summarizes the stock option activity under the Incentive Plan:

	Number of Shares			Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands) (1)
Options outstanding - beginning of year		64,636		$	6.60
Granted (2)		10,727			4.83
Exercised		(37,803	)		7.50			$	714
Cancelled/forfeited		(21,456	)		4.83
Expired		(494	)		13.97
Outstanding at December 31, 2015 (3)		15,610		$	5.40		5.35	$	188
Exercisable at December 31, 2015		15,610		$	5.40		5.35	$	188

(1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. The per share market value of the Company’s common stock, as determined by the closing price on December 31, 2015, was $17.45.

(2) The weighted-average grant date fair value of options granted during 2015, 2014, and 2013 was 15.17, nil, and $1.75, respectively.

(3) The exercise prices of outstanding options granted range from $2.88 to $18.58 as of December 31, 2015.

As of December 31, 2015, all outstanding stock options were fully vested and expensed.

Restricted stock awards

Restricted stock awards are shares of the Company’s common stock that are granted subject to defined restrictions. The estimated fair value of restricted stock awards is based upon the closing price of the Company’s common stock on the date of grant. The vesting period of restricted stock awards is generally ratably over four years.

Information related to the restricted stock awarded for the year ended December 31, 2015, is as follows:

	Number of Shares			Weighted-Average Grant Date Fair Value (1)
Nonvested shares – December 31, 2014		124,844		$	8.51
Granted		159,614			24.95
Forfeited		(98,847	)		16.60
Vested		(70,294	)		13.07
Nonvested shares – December 31, 2015		115,317		$	21.55

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

The fair value of stock options and restricted stock that vested during the year is as follows for the periods indicated (in thousands).

	Year Ended December 31,
	2015		2014		2013
Stock options	$	193	$	49	$	60
Restricted stock		1,767		931		144

As of December 31, 2015, approximately $1.9 million of unrecognized compensation cost related to nonvested restricted stock awards is expected to be recognized over a weighted-average period of 2.9 years.

Employee benefit plans

The Company sponsors the USA Truck, Inc. Employees’ Investment Plan, a tax deferred savings plan under section 401(k) of the Internal Revenue Code that covers substantially all team members.

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Note 10 - Earnings Per Share

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Earnings Per Share [Text Block]

NOTE

1

0. EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share amounts):

	Year Ended December 31,
Numerator:	2015		2014		2013
			(Recast)		(Recast)
Net income (loss)	$	11,069	$	6,285	$	(9,993	)
Denominator:
Denominator for basic earnings (loss) per share – weighted-average shares		10,337		10,356		10,323
Effect of dilutive securities:
Employee stock options and restricted stock		64		129		--
Denominator for diluted earnings (loss) per share – adjusted weighted-average shares and assumed conversions	$	10,401	$	10,485	$	10,323
Basic earnings (loss) per share	$	1.07	$	0.61	$	(0.97	)
Diluted earnings (loss) per share	$	1.06	$	0.60	$	(0.97	)
Weighted-average anti-dilutive employee stock options and restricted stock		62		3		103

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Note 11 - Repurchase of Equity Securities

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Treasury Stock [Text Block]

NOTE

1

1. REPURCHASE OF EQUITY SECURITIES

In July 2015, the Company’s board of directors authorized the repurchase of up to one million shares of the Company’s common stock over a three-year period ending July 28, 2018. During 2015, the Company, through a Rule 10b5-1 plan, repurchased a total of 953,738 shares at a weighted average price of $18.80 per share for an aggregate cost of approximately $17.9 million. As of January 8, 2016, the Company had repurchased the full million shares of common stock included in this repurchase authorization.

In January 2016, the Company’s board of directors

authorized the repurchase of up to an additional two million shares of the Company’s common stock. This authorization will expire in February 2019 unless earlier terminated or extended by the board of directors. Share repurchases, if any, will be made using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. The specific number of shares the Company ultimately repurchases, and the actual timing and amount of share repurchases, will depend on market conditions and other factors, as well as the applicable requirements of federal securities law. In addition, the stock repurchase program may be suspended, extended or terminated by the Company at any time without prior notice, and the Company is not obligated to purchase a specific number of shares.

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Note 12 - Litigation

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Legal Matters and Contingencies [Text Block]

NOTE

12.

LITIGATION

USA Truck is party to routine litigation incidental to its business, primarily involving claims for personal injury and property damage incurred in the transportation of freight. The Company maintains insurance to cover liabilities in excess of certain self-insured retention levels. Though it is the opinion of management that these claims are immaterial to the Company’s long-term financial position, adverse results of one or more of these claims could have a material adverse effect on the Company’s consolidated financial statements in any given reporting period.

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Note 13 - Quarterly Results of Operations (Unaudited)

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Quarterly Financial Information [Text Block]

NOTE

13. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The tables below present quarterly financial information for 2015 and 2014 (in thousands, except per share amounts):

	2015
	March 31,		June 30,		September 30,		December 31,
	(Recast)		(Recast)
Operating revenue	$	132,887	$	133,573	$	123,490	$	117,984
Operating expenses		128,361		127,759		118,031		110,712
Operating income		4,526		5,814		5,459		7,272
Other, net		1,582		919		571		658
Income before income taxes		2,944		4,895		4,888		6,614
Income tax expense		1,309		2,125		2,161		2,677
Net income	$	1,635	$	2,770	$	2,727	$	3,937
Average shares outstanding (basic)		10,395		10,435		10,442		10,033
Basic earnings per share	$	0.16	$	0.27	$	0.26	$	0.39
Average shares outstanding (diluted)		10,516		10,516		10,470		10,059
Diluted earnings per share	$	0.16	$	0.26	$	0.26	$	0.39

	2014
	March 31,			June 30,		September 30,		December 31,
	(Recast)
Operating revenue	$	145,489		$	153,298	$	153,618	$	150,072
Operating expenses		146,541			149,691		146,106		142,486
Operating income (loss)		(1,052	)		3,607		7,512		7,586
Other, net		1,140			2,891		885		1,101
Income (loss) before income taxes		(2,192	)		716		6,627		6,485
Income tax expense (benefit)		(597	)		394		2,621		2,933
Net income (loss)	$	(1,595	)	$	322	$	4,006	$	3,552
Average shares outstanding (basic)		10,339			10,346		10,357		10,374
Basic earnings (loss) per share	$	(0.15	)	$	0.03	$	0.39	$	0.34
Average shares outstanding (diluted)		10,339			10,478		10,476		10,492
Diluted earnings (loss) per share	$	(0.15	)	$	0.03	$	0.38	$	0.34

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Note 14 - Restructuring, Severance and Related Charges

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Restructuring and Related Activities Disclosure [Text Block]

NOTE 1

4.

RESTRUCTURING, SEVERANCE AND RELATED CHARGES

During 2015, the Company recognized approximately $2.7 million (pretax) in restructuring, severance and related charges relating to the termination of employment of certain executives and the planned closure of two maintenance facilities.

During 2015, the Company took steps to streamline and simplify its operations to better align the Company's cost structure and better serve its customers. In the Company's trucking segment, the Company announced a plan to close its maintenance facilities in Denton, Texas and Carlisle, Pennsylvania during the third quarter of 2015. Additionally, the Company has outsourced its road assistance function to a third party. These initiatives are expected to improve operating productivity and enhance capacity utilization.

These initiatives impacted a total headcount of 50 team members. Team members separated from the Company as a result of these streamlining initiatives were offered severance. The expenses recorded during the year ended December 31, 2015, included costs related to severance; contract termination; communication and administration of these initiatives; and asset write-offs.

In July 2015, the Company entered into a separation agreement (the “Separation Agreement”) with Mr. John M. Simone regarding the conclusion of Mr. Simone’s tenure as the Company’s President, Chief Executive Officer, and Director. Pursuant to the Separation Agreement: (i) Mr. Simone's separation was effective July 7, 2015 (the "Separation Date"), (ii) Mr. Simone will receive severance pay equal to his base salary as of the Separation Date ($460,000 per year) for a period of twelve months following the Separation Date, (iii) Mr. Simone will receive a bonus of $230,000 under the Company's 2015 Management Bonus Plan, payable at the time and on the same basis as paid to recipients still employed by the Company, (iv) the Company will pay the actual amount of Mr. Simone's COBRA continuation payments for a period of eighteen months following the Separation Date, (v) Mr. Simone was compensated for his vacation time and paid time off accrued but not used through the Separation Date, (vi) Mr. Simone was reimbursed for certain expenses associated with the conclusion of his employment with the Company, and (vii) the following outstanding equity awards held by Mr. Simone will vest as of the Separation Date: (a) 18,750 shares of restricted stock of the Company scheduled to vest on February 18, 2016 and (b) 10,727 nonqualified stock options of the Company scheduled to vest on February 18, 2016. During 2015, the Company recognized severance costs associated with Mr. Simone’s departure of approximately $1.3 million, which were recorded in the line item “Restructuring, severance and related charges” in the Company’s consolidated statements of operations and comprehensive income (loss).

The following table summarizes the Company’s restructuring liability and cash payments made related to the restructuring plan as of December 31, 2015 (in thousands):

	Costs Incurred		Payments			Non-cash Expenses			Accrued Balance
Severance pay and benefits	$	2,160	$	(869	)	$	(538	)	$	753
Facility closing expenses		582		(562	)		--			20
Total	$	2,742	$	(1,431	)	$	(538	)	$	773

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Note 15 - Change in Accounting Principle

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Accounting Changes [Text Block]

NOTE 15. CHANGE IN ACCOUNTING PRINCIPLE

During the third quarter of 2015, the Company changed its accounting policy for tires. Prior to this change, the cost of original and replacement tires mounted on equipment was reported as prepaid tires and amortized based on estimated usage. Under the new policy, the cost of original tires mounted on purchased revenue equipment is capitalized as part of the total equipment cost and is depreciated over the useful life of the related equipment. The cost of subsequent replacement tires is expensed at the time those tires are placed in service. Management believes this new policy is preferable under the circumstances because it provides a more precise method for recognizing expenses related to tires consistent with industry practice. Comparative financial statements for all prior periods have been recast to apply the new policy retrospectively, and are reflected under columns marked “Recast”.

The following tables present the line items on the statements of operations, balance sheets and statements of cash flows that were impacted by the accounting change for the periods indicated (dollars in thousands, except per share data).

Balance Sheet	As Originally Reported			Effect of Change			As Adjusted
December 31, 2014:
Prepaid expenses and other current assets	$	17,318		$	(12,121	)	$	5,197
Service, office and other equipment		16,648			2,164			18,812
Accumulated depreciation and amortization		(182,724	)		(240	)		(182,964	)
Deferred income taxes (1)		38,981			(3,917	)		35,064
Retained earnings		61,081			(6,279	)		54,802
December 31, 2013:
Prepaid expenses and other current assets	$	16,064		$	(10,607	)	$	5,457
Deferred income taxes		36,647			(4,073	)		32,574
Retained earnings		55,049			(6,533	)		48,516

Statement of Cash Flows	As Originally Reported			Effect of Change			As Adjusted
December 31, 2014:
Net income	$	6,033		$	252		$	6,285
Depreciation and amortization		43,830			241			44,071
Deferred income taxes		5,121			158			5,279
Inventories, prepaid expenses and other current assets		(621	)		1,513			892
Purchases of property and equipment		(54,372	)		(2,164	)		(56,536	)
December 31, 2013:
Net income	$	(9,110	)	$	(883	)	$	(9,993	)
Deferred income taxes		(4,774	)		(551	)		(5,325	)
Inventories, prepaid expenses and other current assets		1,103			1,434			2,537

Statement of Operations	As Originally Reported			Effect of Change			As Adjusted
December 31, 2014:
Operations and maintenance	$	46,285		$	(651	)	$	45,634
Depreciation and amortization		43,830			241			44,071
Operating income		17,243			410			17,653
Income before income taxes		11,226			410			11,636
Income tax expense		5,193			158			5,351
Net income	$	6,033		$	252		$	6,285
Average shares outstanding (basic)		10,356			--			10,356
Basic earnings per share	$	0.58		$	0.03		$	0.61
Average shares outstanding (diluted)		10,485			--			10,485
Basic earnings per share	$	0.58		$	0.02		$	0.60
December 31, 2013:
Operations and maintenance	$	49,494		$	1,434		$	50,928
Operating loss		(8,667	)		(1,434	)		(10,101	)
Loss before income taxes		(13,098	)		(1,434	)		(14,532	)
Income tax benefit		(3,988	)		(551	)		(4,539	)
Net loss	$	(9,110	)	$	(883	)	$	(9,993	)
Average shares outstanding (basic)		10,323			--			10,323
Basic loss per share	$	(0.88	)	$	(0.09	)	$	(0.97	)
Average shares outstanding (diluted)		10,323			--			10,323
Basic loss per share	$	(0.88	)	$	(0.09	)	$	(0.97	)

(1)   In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which simplifies the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent in a statement of financial position. The Company has early adopted ASU 2015-17 effective December 31, 2015 on a retrospective basis. Adoption of this ASU resulted in a reclassification of the Company’s net current deferred tax asset as an offset to the net noncurrent deferred tax liability in its Consolidated Balance Sheet as of December 31, 2014. The reclassification resulted in a $7.7 million decrease in the current deferred income taxes asset and the long-term noncurrent deferred income taxes liability.

Under ASC 205-45-5, “Accounting Changes and Error Corrections,” the Company is required to report a change in accounting principle by retrospectively applying the new principle to all prior periods presented, unless it is impractical to determine the prior-period effect. Accordingly, the Company has adjusted previously reported financial information for all periods presented.

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Note 16 - Subsequent Events

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE 16. SUBSEQUENT EVENTS

On January 13, 2016, the Company’s board of directors announced the appointment of John R. (“Randy”) Rogers as President and Chief Executive Officer of the Company and the appointment of Mr. Rogers to the board of directors as a Class II director with a term expiring in 2018, effective January 14, 2016. Thomas M. Glaser will continue to serve on the Company’s board of directors and was appointed Vice Chairman, effective January 14, 2016.

On February 8, 2016, Michael R. Weindel’s employment as Executive Vice President, Strategic Capacity Solutions (“SCS”) terminated. The Company appointed James Craig as President – SCS effective February 15, 2016.

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Table Of Contents

Effective February 16, 2016, USA Truck, Inc., and the Debtor modified the asset sale agreement (hereinafter referred to as the “Original Agreement”) for the former USA Truck terminal facility in Shreveport, Louisiana, as a result of default by the Debtor in November 2015.

See Note 4, Note receivable for details of the default and the collateral. The modifications to the Original Agreement are as follows:

(1) As of January 1, 2016, the Debtor will no longer make monthly payments to USA Truck, Inc., as required under the Original Agreement.

(2) The Debtor agrees that in addition to the balloon payment of $1.9 million, USA Truck shall be entitled to receive 25% of the net sale proceeds from any future sale (including foreclosure sale) of the property in excess of the balloon payment, closing costs, and realtor commissions.

(3) At any time, USA Truck retains the right to enforce its rights as creditor, mortgagee, and holder of vendor’s privilege and declare the unpaid portion of the purchase price, interest, costs, and attorneys’ fees immediately due and payable. USA Truck’s rights include instituting foreclosure proceedings and/or other legal action.

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Description of business

USA Truck, Inc., a Delaware corporation and subsidiary (the “Company”) is a truckload carrier providing transportation of general commodities throughout the continental United States and into and out of portions of Mexico and Canada. Generally, the Company transports full dry van trailer loads of freight from origin to destination without intermediate stops or handling. As a complement to the Company’s truckload operations, it also provides dedicated, brokerage and rail intermodal services. Through the Company’s asset based and non-asset based capabilities, it transports many types of freight for a diverse customer base in a variety of industries.

Basis of presentation

The accompanying consolidated financial statements include USA Truck, Inc., and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in preparing the consolidated financial statements. Certain amounts reported in prior periods have been reclassified to conform to the current year presentation.

The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), and include all adjustments necessary for the fair presentation of the periods presented.

Use of Estimates, Policy [Policy Text Block]

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 and Cash Equivalents, Policy [Policy Text Block]

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 sheet for cash and cash equivalents approximates its fair value.

Receivables, Policy [Policy Text Block]

Allowance for doubtful accounts

The allowance for doubtful accounts is management’s estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Management reviews the financial condition of customers for granting credit and determines the allowance based on analysis of individual customers’ financial condition, historical write-off experience and national economic conditions. The Company evaluates the adequacy of its allowance for doubtful accounts quarterly. Past due balances over 90 days and exceeding a specified amount are reviewed individually for collectability. The Company does not have any off-balance-sheet credit exposure related to its customers.

The following table provides a summary of the activity in the allowance for doubtful accounts for 2015, 2014 and 2013 (in thousands):

	Year Ended December 31,
	20 15			2014			2013
Balance at beginning of year	$	1,020		$	610		$	423
Provision for doubtful accounts		127			782			187
Uncollectible accounts written off, net of recovery		(539	)		(372	)		--
Balance at end of year	$	608		$	1,020		$	610

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Assets held for sale

Assets held for sale are comprised of revenue equipment not being utilized in operations and are carried at the lower of depreciated cost or estimated fair value less expected selling costs when the required criteria, as defined by ASC Topic 360 “Property, Plant and Equipment” are satisfied. Depreciation ceases on the date that the held for sale criteria are met. The Company expects to sell these assets within the next twelve months.

Inventory, Policy [Policy Text Block]

Inventories

Inventories consist of tires and supplies, and are stated at the lower of cost (first-in, first-out basis) or market.

Prepaid Tires, Policy [Policy Text Block]

Prepaid tires

During the third quarter of 2015, the Company changed its accounting policy for tires. Prior to this change, the cost of original and replacement tires mounted on equipment was reported as prepaid tires and amortized based on estimated usage. Under the new policy, the cost of original tires mounted on purchased revenue equipment is capitalized as part of the equipment cost and is depreciated over the useful life of the related equipment. The cost of subsequent replacement tires is expensed at the time those tires are placed in service. Management believes this new policy is preferable under the circumstances because it provides a more precise method for recognizing expenses related to tires consistent with industry practice. For additional information regarding the change in accounting policy for tires, see Note 15, Change in accounting principle.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and equipment

Property and equipment is capitalized at cost. The cost of such property is depreciated by the straight-line method using the following estimated useful lives: structures – 5 to 39.5 years; revenue equipment – 4 to 10 years; and service, office and other equipment – 3 to 20 years. Revenue equipment acquired under capital lease is amortized over the lease term.

The Company reviews its long-lived assets for impairment whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable. An impairment loss would be recognized if the carrying amount of the long-lived asset is not recoverable and the carrying amount exceeds its fair value. For long-lived assets classified as held and used, the carrying amount is not recoverable when the carrying value of the long-lived asset exceeds the sum of the future net cash flows.

Income Tax, Policy [Policy Text Block]

Income taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company has analyzed filing positions in its federal and applicable state tax returns in all open tax years. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. The Company analyzes its tax positions on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its consolidated financial position, results of operations and cash flows. Therefore, no reserves for uncertain income tax positions or associated interest or penalties on uncertain tax positions have been recorded.

Self Insurance Reserve [Policy Text Block]

Claims accruals

The primary claims arising against the Company consist of cargo loss and damage, liability, personal injury, property damage, workers' compensation, and employee medical expenses. The Company’s insurance program involves self-insurance with high risk retention levels. Due to its significant self-insured retention amounts, the Company has exposure to fluctuations in the frequency and severity of claims and to variations between its estimated and actual ultimate payouts. Estimates require judgments concerning the nature and severity of the claim, as well as other factors. Actual settlement of the self-insured claim liabilities could differ from management’s initial assessment due to uncertainties and fact development.

Revenue Recognition, Policy [Policy Text Block]

Revenue recognition

Revenue generated by the Company’s trucking operating segment is recognized in full upon delivery of freight to the receiver’s location. For freight in transit at the end of a reporting period, the Company recognizes revenue pro rata based on relative transit time completed as a portion of the estimated total transit time.

Revenue generated by the Company’s SCS segment is recognized upon completion of the services provided. Revenue is recorded on a gross basis, without deducting third party purchased transportation costs, because the Company acts as a principal with substantial risks as primary obligor.

New Accounting Pronouncements, Policy [Policy Text Block]

New accounting pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09,

Revenue from Contracts with Customers

(“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 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 2014-09 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 existing GAAP. The standard provides for using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In August 2015, the FASB issued ASU 2015-14, “Revenue From Contracts with Customers – Deferral of the Effective Date”, which delayed the effectiveness of ASU 2014-09 to annual periods beginning after December 15, 2017, and interim periods therein. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which simplifies the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent in a statement of financial position. The Company has early adopted ASU 2015-17 effective December 31, 2015 on a retrospective basis. Adoption of this ASU resulted in a reclassification of the Company’s net current deferred tax asset as an offset to the net noncurrent deferred tax liability in its Consolidated Balance Sheet as of December 31, 2014. The reclassification resulted in a $7.7 million decrease in the current deferred income taxes asset and the long-term noncurrent deferred income taxes liability.

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Note 1 - Description of Business and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2015

Notes Tables

Allowance for Credit Losses on Financing Receivables [Table Text Block]

	Year Ended December 31,
	20 15			2014			2013
Balance at beginning of year	$	1,020		$	610		$	423
Provision for doubtful accounts		127			782			187
Uncollectible accounts written off, net of recovery		(539	)		(372	)		--
Balance at end of year	$	608		$	1,020		$	610

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Note 2 - Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2015

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Year Ended December 31,
	201 5			2014			2013
Operating revenue:
Trucking revenue (1)	$	356,528		$	424,082		$	418,601
Trucking intersegment eliminations		(2,048	)		(587	)		(486	)
Trucking operating revenue		354,480			423,495			418,115
SCS revenue		158,295			192,924			146,492
SCS intersegment eliminations		(4,841	)		(13,942	)		(9,602	)
SCS operating revenue		153,454			178,982			136,890
Total operating revenue	$	507,934		$	602,477		$	555,005

	Year Ended December 31,
	201 5		2014			2013
			(Recast)			(Recast)
Operating income (loss):
Trucking	$	11,088	$	(3,122	)	$	(19,101	)
SCS		11,983		20,775			9,000
Total operating income (loss)	$	23,071	$	17,653		$	(10,101	)

	Year Ended December 31,
	201 5		2014		2013
			(Recast)		(Recast)
Depreciation and amortization:
Trucking	$	37,140	$	43,889	$	44,697
SCS		340		182		250
Total depreciation and amortization	$	37,480	$	44,071	$	44,947

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Note 3 - Prepaid and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2015

Notes Tables

Schedule of Other Current Assets [Table Text Block]

	Year Ended December 31,
	20 15		2014
			(Recast)
Prepaid licenses, permits and tolls	$	1,542	$	1,923
Prepaid insurance		2,080		1,166
Other		1,254		2,108
Total prepaid expenses and other current assets	$	4,876	$	5,197

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Note 5 - Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2015

Notes Tables

Schedule of Accrued Liabilities [Table Text Block]

	Year Ended December 31,
	201 5		2014
Salaries, wages and employee benefits	$	4,359	$	7,043
Federal and state tax accruals		1,712		186
Restructuring, severance and related charges (1)		773		--
Accrued third party maintenance		525		--
Other		1,467		1,023
Total accrued expenses	$	8,836	$	8,252

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Note 6 - Long-term Debt (Tables)

12 Months Ended

Dec. 31, 2015

Notes Tables

Schedule of Long-term Debt Instruments [Table Text Block]

	Year Ended December 31,
	201 5		2014
Revolving credit agreement	$	70,400	$	71,000
Other		--		896
Total debt		70,400		71,896
Less current maturities		--		(896	)
Long-term debt, less current maturities	$	70,400	$	71,000

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Note 7 - Leases and Commitments (Tables)

12 Months Ended

Dec. 31, 2015

Notes Tables

Schedule of Capital Leased Assets [Table Text Block]

	Capitalized Costs		Accumulated Amortization		Net Book Value
December 31, 2015	$	45,170	$	12,896	$	32,274
December 31, 2014		75,188		27,770		47,418

Operating Leases of Lessee Disclosure [Table Text Block]

	Year Ended December 31,
	201 5		2014		2013
Equipment rents	$	4,424	$	3,089	$	--
Building and office rents (1)		2,297		2,225		2,778
Total rents	$	6,721	$	5,314	$	2,778

Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]

	2016		2017		2018		2019		2020		Thereafter
Future minimum payments	$	12,800	$	8,182	$	3,977	$	7,156	$	--	$	--
Future rentals under operating leases		8,700		8,572		8,251		5,133		3,179		2,068

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Note 8 - Federal and State Income Taxes (Tables)

12 Months Ended

Dec. 31, 2015

Notes Tables

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	Year Ended December 31,
	2015			2014
Deferred tax assets:
Accrued expenses not deductible until paid	$	7,438		$	7,805
Equity incentive plan		316			184
Revenue recognition		235			332
Allowance for doubtful accounts		232			391
Net operating loss carry forwards		157			3,318
Capital leases		21			70
Federal credits		--			1,556
Other		335			822
Total deferred tax assets	$	8,734		$	14,478
Deferred tax liabilities:
Tax over book depreciation		(44,805	)		(47,496	)
Prepaid expenses deductible when paid		(1,872	)		(2,046	)
Total deferred tax liabilities		(46,677	)		(49,542	)
Net deferred tax liabilities	$	(37,943	)	$	(35,064	)

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	Year Ended December 31,
	201 5			2014			2013
				(Recast)			(Recast)
Current:
Federal	$	4,526		$	(129	)	$	786
State		870			201			--
Total current		5,396			72			786
Deferred:
Federal		2,985			5,383			(4,569	)
State		(109	)		(104	)		(756	)
Total deferred		2,876			5,279			(5,325	)
Total income tax expense (benefit)	$	8,272		$	5,351		$	(4,539	)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	Year Ended December 31,
	20 15			2014			2013
				(Recast)			(Recast)
Income tax expense (benefit) at statutory federal rate	$	6,790		$	4,073		$	(4,941	)
Federal income tax effects of:
State income tax (benefit) expense		(289	)		(34	)		265
Per diem and other nondeductible meals and entertainment		702			872			875
Other		306			343			18
Federal income tax expense (benefit)		7,509			5,254			(3,783	)
State income tax expense (benefit)		763			97			(756	)
Total income tax expense (benefit)	$	8,272		$	5,351		$	(4,539	)
Effective tax rate		42.8	%		46.0	%		31.2	%

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Note 9 - Equity Compensation and Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2015

Notes Tables

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

	Year Ended December 31,
	201 5		2014		2013
Stock options	$	147	$	31	$	54
Restricted stock awards		946		335		162
Equity compensation expense	$	1,093	$	366	$	216

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	Year Ended December 31,
	2015			2014		2013
Dividend yield		0	%		--		0	%
Expected volatility		62.9	%		--		35.6	%
Risk-free interest rate		0.1	%		--		1.2	%
Expected life (in years)		0.5			--		6.25

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

	Number of Shares			Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands) (1)
Options outstanding - beginning of year		64,636		$	6.60
Granted (2)		10,727			4.83
Exercised		(37,803	)		7.50			$	714
Cancelled/forfeited		(21,456	)		4.83
Expired		(494	)		13.97
Outstanding at December 31, 2015 (3)		15,610		$	5.40		5.35	$	188
Exercisable at December 31, 2015		15,610		$	5.40		5.35	$	188

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

	Number of Shares			Weighted-Average Grant Date Fair Value (1)
Nonvested shares – December 31, 2014		124,844		$	8.51
Granted		159,614			24.95
Forfeited		(98,847	)		16.60
Vested		(70,294	)		13.07
Nonvested shares – December 31, 2015		115,317		$	21.55

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable [Table Text Block]

	Year Ended December 31,
	2015		2014		2013
Stock options	$	193	$	49	$	60
Restricted stock		1,767		931		144

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Note 10 - Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2015

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Year Ended December 31,
Numerator:	2015		2014		2013
			(Recast)		(Recast)
Net income (loss)	$	11,069	$	6,285	$	(9,993	)
Denominator:
Denominator for basic earnings (loss) per share – weighted-average shares		10,337		10,356		10,323
Effect of dilutive securities:
Employee stock options and restricted stock		64		129		--
Denominator for diluted earnings (loss) per share – adjusted weighted-average shares and assumed conversions	$	10,401	$	10,485	$	10,323
Basic earnings (loss) per share	$	1.07	$	0.61	$	(0.97	)
Diluted earnings (loss) per share	$	1.06	$	0.60	$	(0.97	)
Weighted-average anti-dilutive employee stock options and restricted stock		62		3		103

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Note 13 - Quarterly Results of Operations (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2015

Notes Tables

Schedule of Quarterly Financial Information [Table Text Block]

	2015
	March 31,		June 30,		September 30,		December 31,
	(Recast)		(Recast)
Operating revenue	$	132,887	$	133,573	$	123,490	$	117,984
Operating expenses		128,361		127,759		118,031		110,712
Operating income		4,526		5,814		5,459		7,272
Other, net		1,582		919		571		658
Income before income taxes		2,944		4,895		4,888		6,614
Income tax expense		1,309		2,125		2,161		2,677
Net income	$	1,635	$	2,770	$	2,727	$	3,937
Average shares outstanding (basic)		10,395		10,435		10,442		10,033
Basic earnings per share	$	0.16	$	0.27	$	0.26	$	0.39
Average shares outstanding (diluted)		10,516		10,516		10,470		10,059
Diluted earnings per share	$	0.16	$	0.26	$	0.26	$	0.39

	2014
	March 31,			June 30,		September 30,		December 31,
	(Recast)
Operating revenue	$	145,489		$	153,298	$	153,618	$	150,072
Operating expenses		146,541			149,691		146,106		142,486
Operating income (loss)		(1,052	)		3,607		7,512		7,586
Other, net		1,140			2,891		885		1,101
Income (loss) before income taxes		(2,192	)		716		6,627		6,485
Income tax expense (benefit)		(597	)		394		2,621		2,933
Net income (loss)	$	(1,595	)	$	322	$	4,006	$	3,552
Average shares outstanding (basic)		10,339			10,346		10,357		10,374
Basic earnings (loss) per share	$	(0.15	)	$	0.03	$	0.39	$	0.34
Average shares outstanding (diluted)		10,339			10,478		10,476		10,492
Diluted earnings (loss) per share	$	(0.15	)	$	0.03	$	0.38	$	0.34

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Note 14 - Restructuring, Severance and Related Charges (Tables)

12 Months Ended

Dec. 31, 2015

Notes Tables

Restructuring and Related Costs [Table Text Block]

	Costs Incurred		Payments			Non-cash Expenses			Accrued Balance
Severance pay and benefits	$	2,160	$	(869	)	$	(538	)	$	753
Facility closing expenses		582		(562	)		--			20
Total	$	2,742	$	(1,431	)	$	(538	)	$	773

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Note 15 - Change in Accounting Principle (Tables)

12 Months Ended

Dec. 31, 2015

Statement of Operations [Member]

Notes Tables

Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]

Statement of Operations	As Originally Reported			Effect of Change			As Adjusted
December 31, 2014:
Operations and maintenance	$	46,285		$	(651	)	$	45,634
Depreciation and amortization		43,830			241			44,071
Operating income		17,243			410			17,653
Income before income taxes		11,226			410			11,636
Income tax expense		5,193			158			5,351
Net income	$	6,033		$	252		$	6,285
Average shares outstanding (basic)		10,356			--			10,356
Basic earnings per share	$	0.58		$	0.03		$	0.61
Average shares outstanding (diluted)		10,485			--			10,485
Basic earnings per share	$	0.58		$	0.02		$	0.60
December 31, 2013:
Operations and maintenance	$	49,494		$	1,434		$	50,928
Operating loss		(8,667	)		(1,434	)		(10,101	)
Loss before income taxes		(13,098	)		(1,434	)		(14,532	)
Income tax benefit		(3,988	)		(551	)		(4,539	)
Net loss	$	(9,110	)	$	(883	)	$	(9,993	)
Average shares outstanding (basic)		10,323			--			10,323
Basic loss per share	$	(0.88	)	$	(0.09	)	$	(0.97	)
Average shares outstanding (diluted)		10,323			--			10,323
Basic loss per share	$	(0.88	)	$	(0.09	)	$	(0.97	)

Cash Flow [Member]

Notes Tables

Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]

Statement of Cash Flows	As Originally Reported			Effect of Change			As Adjusted
December 31, 2014:
Net income	$	6,033		$	252		$	6,285
Depreciation and amortization		43,830			241			44,071
Deferred income taxes		5,121			158			5,279
Inventories, prepaid expenses and other current assets		(621	)		1,513			892
Purchases of property and equipment		(54,372	)		(2,164	)		(56,536	)
December 31, 2013:
Net income	$	(9,110	)	$	(883	)	$	(9,993	)
Deferred income taxes		(4,774	)		(551	)		(5,325	)
Inventories, prepaid expenses and other current assets		1,103			1,434			2,537

Balance Sheet [Member]

Notes Tables

Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]

Balance Sheet	As Originally Reported			Effect of Change			As Adjusted
December 31, 2014:
Prepaid expenses and other current assets	$	17,318		$	(12,121	)	$	5,197
Service, office and other equipment		16,648			2,164			18,812
Accumulated depreciation and amortization		(182,724	)		(240	)		(182,964	)
Deferred income taxes (1)		38,981			(3,917	)		35,064
Retained earnings		61,081			(6,279	)		54,802
December 31, 2013:
Prepaid expenses and other current assets	$	16,064		$	(10,607	)	$	5,457
Deferred income taxes		36,647			(4,073	)		32,574
Retained earnings		55,049			(6,533	)		48,516

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Note 1 - Description of Business and Summary of Significant Accounting Policies (Details Textual) $ in Millions	12 Months Ended
	Dec. 31, 2015 USD ($)
Building and Building Improvements [Member] | Minimum [Member]
Property, Plant and Equipment, Useful Life	5 years
Building and Building Improvements [Member] | Maximum [Member]
Property, Plant and Equipment, Useful Life	39 years 182 days
Transportation Equipment [Member] | Minimum [Member]
Property, Plant and Equipment, Useful Life	4 years
Transportation Equipment [Member] | Maximum [Member]
Property, Plant and Equipment, Useful Life	10 years
Other Machinery and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment, Useful Life	3 years
Other Machinery and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment, Useful Life	20 years
Reclassification of Deferred Tax Assets from Current to Noncurrent [Member] | December 31, 2014 [Member]
Prior Period Reclassification Adjustment	$ 7.7

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Note 1 - Summary of Allowance of Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Balance	$ 1,020	$ 610	$ 423
Provision for doubtful accounts	127	782	$ 187
Uncollectible accounts written off, net of recovery	(539)	(372)
Balance	$ 608	$ 1,020	$ 610

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Note 2 - Segment Reporting (Details Textual) $ in Thousands		3 Months Ended								12 Months Ended
		Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Sep. 30, 2014 USD ($)	Jun. 30, 2014 USD ($)	Mar. 31, 2014 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Trucking [Member] | Foreign Countries [Member] | Operating Segments [Member]
Revenues										$ 42,000	$ 57,300	$ 57,100
Trucking [Member] | Operating Segments [Member]
Revenues	[1]									356,528	424,082	418,601
Trucking [Member]
Revenues										$ 354,480	423,495	418,115
Number of Reportable Segments										2
Revenues		$ 117,984	$ 123,490	$ 133,573	$ 132,887	$ 150,072	$ 153,618	$ 153,298	$ 145,489	$ 507,934	$ 602,477	$ 555,005

[1] Includes foreign revenue of $42.0 million, $57.3 million, and $57.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. All foreign revenue is collected in US Dollars.

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Note 2 - Schedule of Segment Reporting, by segment (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Operating Segments [Member] | Trucking [Member]
Revenues	[1]	$ 356,528	$ 424,082	$ 418,601
Operating income (loss)		11,088	(3,122)	(19,101)
Depreciation and amortization		37,140	43,889	44,697
Operating Segments [Member] | S C S [Member]
Revenues		158,295	192,924	146,492
Operating income (loss)		11,983	20,775	9,000
Depreciation and amortization		340	182	250
Intersegment Eliminations [Member] | Trucking [Member]
Revenues		(2,048)	(587)	(486)
Intersegment Eliminations [Member] | S C S [Member]
Revenues		(4,841)	(13,942)	(9,602)
Trucking [Member]
Revenues		354,480	423,495	418,115
S C S [Member]
Revenues		153,454	178,982	136,890
Revenues		507,934	602,477	555,005
Operating income (loss)		23,071	17,653	(10,101)
Depreciation and amortization		$ 37,480	$ 44,071	$ 44,947

[1] Includes foreign revenue of $42.0 million, $57.3 million, and $57.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. All foreign revenue is collected in US Dollars.

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Note 3 - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Prepaid Licenses Permitsand Tolls [Member]
Prepaid expenses and other current assets	$ 1,542	$ 1,923
Prepaid Insurance [Member]
Prepaid expenses and other current assets	2,080	1,166
Other Current Assets [Member]
Prepaid expenses and other current assets	1,254	2,108
Prepaid expenses and other current assets	$ 4,876	$ 5,197

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Note 4 - Note Receivable (Details Textual) - USD ($)	1 Months Ended	12 Months Ended
	Nov. 30, 2010	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Proceeds from Sale of Real Estate	$ 200,000
Notes, Loans and Financing Receivable, Gross, Noncurrent	2,100,000
Deferred Gain Sale Of Property	$ 700,000
Gain (Loss) on Disposition of Property Plant Equipment		$ 6,200	$ 7,800	$ 7,300

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Note 5 - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands		Dec. 31, 2015	Dec. 31, 2014
Salaries, wages and employee benefits		$ 4,359	$ 7,043
Federal and state tax accruals		1,712	$ 186
Severance pay and benefits	[1]	773
Accrued third party maintenance		525
Other	[2]	1,467	$ 1,023
Total accrued expenses		$ 8,836	$ 8,252

[1] Refer to note 14 of the footnotes to the Company’s consolidated financial statements for additional information regarding the restructuring, severance and related charges.

[2] As of September 30, 2015 and December 31, 2014, no single item included within other accrued expenses exceeded 5.0% of our total current liabilities.

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Note 6 - Long-term Debt (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Revolving Credit Facility [Member] | Base Rate [Member] | Through May 31, 2016 [Member] | Minimum [Member]
Debt Instrument, Basis Spread on Variable Rate	0.25%
Revolving Credit Facility [Member] | Base Rate [Member] | Through May 31, 2016 [Member] | Maximum [Member]
Debt Instrument, Basis Spread on Variable Rate	1.00%
Revolving Credit Facility [Member] | Base Rate [Member] | Through May 31, 2016 [Member]
Debt Instrument, Basis Spread on Variable Rate	0.50%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Through May 31, 2016 [Member]
Debt Instrument, Basis Spread on Variable Rate	1.50%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | After May 31, 2016 [Member] | Minimum [Member]
Debt Instrument, Basis Spread on Variable Rate	1.25%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | After May 31, 2016 [Member] | Maximum [Member]
Debt Instrument, Basis Spread on Variable Rate	2.00%
Revolving Credit Facility [Member] | Eligible Investment Grade Accounts Receivable [Member] | Minimum [Member]
Borrowing Based Treshhold, Percentage	85.00%
Revolving Credit Facility [Member] | Eligible Investment Grade Accounts Receivable [Member] | Maximum [Member]
Borrowing Based Treshhold, Percentage	90.00%
Revolving Credit Facility [Member] | Eligible Investment Grade Accounts Receivable [Member]
Borrowing Based Treshhold, Percentage	85.00%
Revolving Credit Facility [Member] | Eligible Unbilled Accounts Receivable [Member]
Borrowing Based Treshhold, Percentage	85.00%
Revolving Credit Facility [Member] | Eligible Revenue Equipment [Member]
Borrowing Based Treshhold, Percentage	85.00%
Borrowing Base Before Additions	$ 10,000
Revolving Credit Facility [Member] | Newly Acquired Revenue Equipment [Member]
Borrowing Based Treshhold, Percentage	85.00%
Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 170,000
Line Of Credit Facility Additional Borrowing Capacity	80,000
Line of Credit Facility, Additional Borrowing Capacity, Incremental Amount	$ 20,000
Debt Instrument, Term	5 years
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage	0.25%
Write off of Deferred Debt Issuance Cost	$ 800
Debt Instrument, Covenant, Fixed Charge Coverage Ratio	1
Minimum Excess Availability Percentage of Maximum Revolver Amount	10.00%
Proceeds from Issuance of Long-term Debt	$ 900
Debt, Weighted Average Interest Rate	1.91%
Letters of Credit Outstanding, Amount	$ 4,300
Line of Credit Facility, Remaining Borrowing Capacity	90,800
Letter of Credit Sub Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	15,000
Swing Line Sub Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	20,000
Proceeds from Issuance of Long-term Debt	$ 140,738	$ 74,168	$ 78,478

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Note 6 - Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Revolving credit agreement	$ 70,400	$ 71,000
Other		896
Total debt	70,400	71,896
Less current maturities		(896)
Long-term debt, less current maturities	$ 70,400	$ 71,000

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Note 7 - Leases and Commitments (Details Textual) $ in Thousands	1 Months Ended	12 Months Ended
	Aug. 31, 2015 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Revenue Equipment [Member]
Capital Lease Obligations		$ 31,000
Capital Lease Obligations, Current		12,200
Capital Leases, Income Statement, Amortization Expense		8,300	$ 12,700	$ 12,700
Sale Leaseback Transaction, Net Proceeds, Financing Activities		6,300
Number of Sales Leaseback Transactions, Investing Activities, Current	2
Sale Leaseback Transaction, Net Proceeds, Investing Activities	$ 8,000
Number of Operating Leases, Current	2
Non-Revenue Equipment [Member]
Purchase Obligation		$ 34,100
Capital Lease Obligations [Member] | Minimum [Member]
Debt Instrument, Interest Rate, Effective Percentage		1.68%
Capital Lease Obligations [Member] | Maximum [Member]
Debt Instrument, Interest Rate, Effective Percentage		3.11%
Revenue Equipment [Member]
Capital Lease Agreement, Term of Contract		4 years
Financing Activities [Member]
Sale Leaseback Transaction, Deferred Gain, Net		$ 400
Sales Leaseback Transaction, Investing Activities #1 [Member]
Lessee Leasing Arrangements, Operating Leases, Term of Contract	4 years 300 days
Sales Leaseback Transaction, Investing Activities #2 [Member]
Lessee Leasing Arrangements, Operating Leases, Term of Contract	4 years 330 days
Investing Activities [Member]
Sale Leaseback Transaction, Deferred Gain, Net		300
Sale Leaseback Transaction, Net Proceeds, Financing Activities		6,308
Sale Leaseback Transaction, Net Proceeds, Investing Activities		$ 7,975

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Note 7 - Capital Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Capitalized Costs	$ 45,170	$ 75,188
Accumulated Amortization	12,896	27,770
Net Book Value	$ 32,274	$ 47,418

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Note 7 - Operating Lease Payments (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Equipment Rent [Member]
Lease and rental expense		$ 4,424	$ 3,089
Building And Office Rents [Member]
Lease and rental expense	[1]	2,297	2,225	$ 2,778
Lease and rental expense		$ 6,721	$ 5,314	$ 2,778

[1] A portion of the expense for building and office rents is recorded in the operations and maintenance line item in the accompanying consolidated statement of operations and comprehensive income (loss).

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Note 7 - Future Minimum Payments Under Capitalized Leases (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Future minimum payments in year 1	$ 12,800
Future minimum payments in year 2	8,182
Future minimum payments in year 3	3,977
Future minimum payments in year 4	7,156
Future rentals under operating leases in year 1	8,700
Future rentals under operating leases in year 2	8,572
Future rentals under operating leases in year 3	8,251
Future rentals under operating leases in year 4	5,133
Future rentals under operating leases in year 5	3,179
Future rentals under operating leases thereafter	$ 2,068

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Note 8 - Federal and State Income Taxes (Details Textual)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	35.00%	35.00%	34.00%

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Note 8 - Schedule of Deferred Tax Assets and Liabilties (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Deferred tax assets:
Accrued expenses not deductible until paid	$ 7,438	$ 7,805
Equity incentive plan	316	184
Revenue recognition	235	332
Allowance for doubtful accounts	232	391
Net operating loss carry forwards	157	3,318
Capital leases	$ 21	70
Federal credits		1,556
Other	$ 335	822
Total deferred tax assets	8,734	14,478
Deferred tax liabilities:
Tax over book depreciation	(44,805)	(47,496)
Prepaid expenses deductible when paid	(1,872)	(2,046)
Total deferred tax liabilities	(46,677)	(49,542)
Net deferred tax liabilities	$ (37,943)	$ (35,064)

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Note 8 - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Current:
Federal	$ 4,526	$ (129)	$ 786
State	870	201
Total current	5,396	72	$ 786
Deferred:
Federal	2,985	5,383	(4,569)
State	(109)	(104)	(756)
Total deferred	2,876	5,279	(5,325)
Total income tax expense (benefit)	$ 8,272	$ 5,351	$ (4,539)

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Note 8 - Schedule of Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income tax expense (benefit) at statutory federal rate	$ 6,790	$ 4,073	$ (4,941)
Federal income tax effects of:
State income tax (benefit) expense	(289)	(34)	265
Per diem and other nondeductible meals and entertainment	702	872	875
Other	306	343	18
Federal income tax expense (benefit)	7,509	5,254	(3,783)
State income tax expense (benefit)	763	97	(756)
Total income tax expense (benefit)	$ 8,272	$ 5,351	$ (4,539)
Effective tax rate	42.80%	46.00%	31.20%

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Note 9 - Equity Compensation and Employee Benefit Plans (Details Textual) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		500,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant		364,235
Employee Stock Option [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		3 years
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period		3 years
Employee Stock Option [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		4 years
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period		10 years
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		4 years
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options		$ 1.9
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition		2 years 328 days
Minimum [Member]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 2.88
Maximum [Member]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		18.58
Common Stock [Member]
Share Price		17.45
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value		15.17	$ 0	$ 1.75
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	[1]	$ 4.83

[1] The weighted-average grant date fair value of options granted during 2015, 2014, and 2013 was 15.17, nill, and $1.75, respectively.

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Note 9 - Recognized Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Employee Stock Option [Member] | Omnibus 2014 Incentive Plan [Member]
Compensation expense	$ 147	$ 31	$ 54
Restricted Stock [Member] | Omnibus 2014 Incentive Plan [Member]
Compensation expense	946	335	162
Compensation expense	$ 1,093	$ 366	$ 216

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Note 9 - Assumptions Used to Value Stock Options Granted (Details)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Dividend yield	0.00%		0.00%
Expected volatility	62.90%		35.60%
Risk-free interest rate	0.10%		1.20%
Expected life (in years)	182 days		6 years 91 days

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Note 9 - Option Activity (Details)	12 Months Ended
	Dec. 31, 2015 USD ($) $ / shares shares
Options outstanding (in shares) | shares	64,636
Options outstanding, weighted-average exercise price per share (in dollars per share) | $ / shares	$ 6.60
Options granted (in shares) | shares	10,727	[1]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares	$ 4.83	[1]
Options exercised (in shares) | shares	(37,803)
Options exercised, weighted-average exercise price per share (in dollars per share) | $ / shares	$ 7.50
Options exercised, aggregate intrinsic value | $	$ 714	[2]
Options cancelled/forfeited (in shares) | shares	(21,456)
Options cancelled/forfeited, weighted-average exercise price per share (in dollars per share) | $ / shares	$ 4.83
Options expired (in shares) | shares	(494)
Options expired, weighted-average exercise price per share (in dollars per share) | $ / shares	$ 13.97
Options outstanding (in shares) | shares	15,610	[3]
Options outstanding, weighted-average exercise price per share (in dollars per share) | $ / shares	$ 5.40	[3]
Options outstanding, weighted-average remaining contractual life	5 years 127 days	[3]
Options outstanding, aggregate intrinsic value | $	$ 188	[2],[3]
Options exercisable (in shares) | shares	15,610
Options exercisable, weighted-average exercise price per share (in dollars per share) | $ / shares	$ 5.40
Options exercisable, weighted-average remaining contractual life	5 years 127 days
Options exercisable, aggregate intrinsic value | $	$ 188	[2]

[1] The weighted-average grant date fair value of options granted during 2015, 2014, and 2013 was 15.17, nill, and $1.75, respectively.

[2] The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. The per share market value of the Company’s common stock, as determined by the closing price on December 31, 2015, was $17.45.

[3] The exercise prices of outstanding options granted range from $2.88 to $18.58 as of December 31, 2015.

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Note 9 - Restricted Stock Awards (Details) - Restricted Stock [Member]	12 Months Ended
	Dec. 31, 2015 $ / shares shares
Number of shares nonvested (in shares) | shares	124,844
Number of shares nonvested, weighted-averaged grant date fair value (in dollars per share) | $ / shares	$ 8.51	[1]
Number of shares granted (in shares) | shares	159,614
Number of shares granted, weighted-averaged grant date fair value (in dollars per share) | $ / shares	$ 24.95	[1]
Number of shares forfeited (in shares) | shares	(98,847)
Number of shares forfeited, weighted-averaged grant date fair value (in dollars per share) | $ / shares	$ 16.60	[1]
Number of shares vested (in shares) | shares	(70,294)
Number of shares vested, weighted-averaged grant date fair value (in dollars per share) | $ / shares	$ 13.07	[1]
Number of shares nonvested (in shares) | shares	115,317
Number of shares nonvested, weighted-averaged grant date fair value (in dollars per share) | $ / shares	$ 21.55	[1]

[1] The shares were valued at the closing price of the Company’s common stock on the dates of the awards.

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Note 9 - Fair Value of Stock Options and Restricted Stock Vested (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Stock options	$ 193	$ 49	$ 60
Restricted stock	$ 1,767	$ 931	$ 144

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Note 10 - Computation of Basic and Diluted Loss Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Net income (loss)	$ 11,069	$ 6,285	$ (9,993)
Denominator:
Denominator for basic earnings (loss) per share – weighted-average shares (in shares)	10,337	10,356	10,323
Effect of dilutive securities:
Employee stock options and restricted stock (in shares)	64	129
Denominator for diluted earnings (loss) per share – adjusted weighted-average shares and assumed conversions (in shares)	10,401	10,485	10,323
Basic earnings (loss) per share (in dollars per share)	$ 1.07	$ 0.61	$ (0.97)
Diluted earnings (loss) per share (in dollars per share)	$ 1.06	$ 0.60	$ (0.97)
Weighted-average anti-dilutive employee stock options and restricted stock (in shares)	62	3	103

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Note 11 - Repurchase of Equity Securities (Details Textual) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Jul. 31, 2015	Dec. 31, 2015	Jan. 31, 2016
Subsequent Event [Member]
Stock Repurchase Program, Number of Shares Authorized to be Repurchased			2,000,000
Stock Repurchase Program, Number of Shares Authorized to be Repurchased	1,000,000
Stock Repurchase Program, Period in Force	3 years
Treasury Stock, Shares, Acquired		953,738
Treasury Stock Acquired, Average Cost Per Share		$ 18.80
Treasury Stock, Value, Acquired, Cost Method		$ 17.9

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Note 13 - Quarterly Financial Information (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014
Revenues	$ 117,984	$ 123,490	$ 133,573	$ 132,887	$ 150,072	$ 153,618	$ 153,298	$ 145,489
Operating expenses	110,712	118,031	127,759	128,361	142,486	146,106	149,691	146,541
Operating income (loss)	7,272	5,459	5,814	4,526	7,586	7,512	3,607	(1,052)
Other, net	658	571	919	1,582	1,101	885	2,891	1,140
Income before income taxes	6,614	4,888	4,895	2,944	6,485	6,627	716	(2,192)
Income tax benefit (expense)	2,677	2,161	2,125	1,309	2,933	2,621	394	(597)
Net income	$ 3,937	$ 2,727	$ 2,770	$ 1,635	$ 3,552	$ 4,006	$ 322	$ (1,595)
Average shares outstanding (basic) (in shares)	10,033	10,442	10,435	10,395	10,374	10,357	10,346	10,339
Basic earnings per share (in dollars per share)	$ 0.39	$ 0.26	$ 0.27	$ 0.16	$ 0.34	$ 0.39	$ 0.03	$ (0.15)
Average shares outstanding (diluted) (in shares)	10,059	10,470	10,516	10,516	10,492	10,476	10,478	10,339
Basic earnings per share (in dollars per share)	$ 0.39	$ 0.26	$ 0.26	$ 0.16	$ 0.34	$ 0.38	$ 0.03	$ (0.15)

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Note 14 - Restructuring, Severance and Related Charges (Details Textual)		3 Months Ended	12 Months Ended
	Jul. 07, 2015 USD ($) shares	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($) shares	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Facility Closing [Member]
Restructuring Charges			$ 582,000
Number of Maintenance Facilities			2
Employee Severance [Member]
Restructuring Charges			$ 2,160,000
Restructuring and Related Cost, Expected Number of Positions Eliminated			50
Separation Agreement [Member] | Chief Executive Officer [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares	18,750
Separation Agreement [Member] | Chief Executive Officer [Member] | Non-Qualified Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | shares	10,727
Separation Agreement [Member] | Chief Executive Officer [Member]
Restructuring Charges		$ 1,300,000
Salaries, Wages and Officers' Compensation	$ 460,000
Separation Agreement, Pension Plan [Member] | Chief Executive Officer [Member] | Management Bonus Plan [Member]
Accrued Bonuses	$ 230,000
Separation Agreement, Pension Plan [Member] | Chief Executive Officer [Member]
Postemployment Benefit Plan, Term	1 year
Separation Agreement, Health Coverage [Member] | Chief Executive Officer [Member]
Postemployment Benefit Plan, Term	1 year 180 days
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares			70,294
Restructuring Charges			$ 2,742,000

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Note 14 - Restructuring, Severance and Related Charges (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($)
Employee Severance [Member]
Restructuring Charges	$ 2,160
Severance pay and benefits	(869)
Severance pay and benefits	(538)
Severance pay and benefits	753
Facility Closing [Member]
Restructuring Charges	582
Severance pay and benefits	(562)
Severance pay and benefits	20
Restructuring Charges	2,742
Severance pay and benefits	(1,431)
Severance pay and benefits	(538)
Severance pay and benefits	$ 773	[1]

[1] Refer to note 14 of the footnotes to the Company’s consolidated financial statements for additional information regarding the restructuring, severance and related charges.

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Note 15 - Change in Accounting Principle (Details Textual) $ in Millions	12 Months Ended
	Dec. 31, 2015 USD ($)
Reclassification of Deferred Tax Assets from Current to Noncurrent [Member] | December 31, 2014 [Member]
Prior Period Reclassification Adjustment	$ 7.7

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Note 15 - Balance Sheet (Details) - USD ($)	Dec. 31, 2014		Dec. 31, 2013
Scenario, Previously Reported [Member]
Prepaid expenses and other current assets	$ 17,318,000		$ 16,064,000
Service, office and other equipment	16,648,000
Accumulated depreciation and amortization	(182,724,000)
Deferred income taxes	38,981,000	[1]	36,647,000
Retained earnings	61,081,000		55,049,000
Restatement Adjustment [Member]
Prepaid expenses and other current assets	(12,121,000)		(10,607,000)
Service, office and other equipment	2,164,000
Accumulated depreciation and amortization	(240,000)
Deferred income taxes	(3,917,000)	[1]	(4,073,000)
Retained earnings	(6,279,000)		(6,533,000)
Prepaid expenses and other current assets	5,197,000		5,457,000
Service, office and other equipment	18,812,000
Accumulated depreciation and amortization	(182,964,000)
Deferred income taxes	35,064,000	[1]	32,574,000
Retained earnings	$ 54,802,000		$ 48,516,000

[1] In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which simplifies the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent in a statement of financial position. The Company has early adopted ASU 2015-17 effective December 31, 2015 on a retrospective basis. Adoption of this ASU resulted in a reclassification of the Company’s net current deferred tax asset as an offset to the net noncurrent deferred tax liability in its Consolidated Balance Sheet as of December 31, 2014. The reclassification resulted in a $7.7 million decrease in the current deferred income taxes asset and the long-term noncurrent deferred income taxes liability.

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Note 15 - Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Scenario, Previously Reported [Member]
Net income	$ 6,033	$ (9,110)
Depreciation and amortization	43,830
Deferred income taxes	5,121	(4,774)
Inventories, prepaid expenses and other current assets	(621)	1,103
Purchases of property and equipment	(54,372)
Restatement Adjustment [Member]
Net income	252	(883)
Depreciation and amortization	241
Deferred income taxes	158	(551)
Inventories, prepaid expenses and other current assets	1,513	1,434
Purchases of property and equipment	(2,164)
Net income	6,285	(9,993)
Depreciation and amortization	44,071	44,947
Deferred income taxes	5,279	(5,325)
Inventories, prepaid expenses and other current assets	892	2,537
Purchases of property and equipment	$ (56,536)	$ (12,924)

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Note 15 - Statement of Operations (Details) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Scenario, Previously Reported [Member]
Operations and maintenance	$ 46,285	$ 49,494
Depreciation and amortization	43,830
Operating income (loss)	17,243	(8,667)
Income before income taxes	11,226	(13,098)
Income tax benefit (expense)	5,193	(3,988)
Net income	$ 6,033	$ (9,110)
Average shares outstanding (basic) (in shares)	10,356	10,323
Basic earnings per share (in dollars per share)	$ 0.58	$ (0.88)
Average shares outstanding (diluted) (in shares)	10,485	10,323
Basic earnings per share (in dollars per share)	$ 0.58	$ (0.88)
Restatement Adjustment [Member]
Operations and maintenance	$ (651)	$ 1,434
Depreciation and amortization	241
Operating income (loss)	410	(1,434)
Income before income taxes	410	(1,434)
Income tax benefit (expense)	158	(551)
Net income	$ 252	$ (883)
Average shares outstanding (basic) (in shares)
Basic earnings per share (in dollars per share)	$ 0.03	$ (0.09)
Average shares outstanding (diluted) (in shares)
Basic earnings per share (in dollars per share)	$ 0.02	$ (0.09)
Operations and maintenance	$ 45,634	$ 50,928
Depreciation and amortization	44,071	44,947
Operating income (loss)	17,653	(10,101)
Income before income taxes	11,636	(14,532)
Income tax benefit (expense)	5,351	(4,539)
Net income	$ 6,285	$ (9,993)
Average shares outstanding (basic) (in shares)	10,356	10,323
Basic earnings per share (in dollars per share)	$ 0.61	$ (0.97)
Average shares outstanding (diluted) (in shares)	10,485	10,323
Basic earnings per share (in dollars per share)	$ 0.60	$ (0.97)

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Note 16 - Subsequent Events (Details Textual) - USD ($)	Feb. 16, 2016	Nov. 30, 2010
Subsequent Event [Member]
Notes, Loans and Financing Receivable, Gross, Noncurrent	$ 1,900,000
Perecentage of Net Sale Proceeds from any Future Sale of Property in Excess of Balloon Payment, Closing Costs, and Realtor Commissions	25.00%
Notes, Loans and Financing Receivable, Gross, Noncurrent		$ 2,100,000