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

 

 

 

[      ]

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

 

 

	USA TRUCK, INC.
	(Exact Name of Registrant as Specified in Its Charter)

Delaware		71-0556971
(State or other jurisdiction of incorporation or organization)		(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)
		Not applicable
		(Former name, former address and former fiscal year, if changed since last report)

 

 

 

 

 

 

		USA TRUCK, INC.
		TABLE OF CONTENTS
Item No.		Caption		Page
1.		Financial Statements
		Consolidated Balance Sheets (unaudited) as of March 31, 2011 and December 31, 2010		3
		Consolidated Statements of Operations (unaudited) – Three Months Ended March 31, 2011 and March 31, 2010		4
		Consolidated Statement of Stockholders’ Equity (unaudited) – Three Months Ended March 31, 2011		5
		Consolidated Statements of Cash Flows (unaudited) – Three Months Ended March 31, 2011 and March 31, 2010		6
		Notes to Consolidated Financial Statements (unaudited)		7
2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
3.		Quantitative and Qualitative Disclosures about Market Risk		26
4.		Controls and Procedures		27
		PART II – OTHER INFORMATION
1.		Legal Proceedings		27
1A.		Risk Factors		28
2.		Unregistered Sales of Equity Securities and Use of Proceeds		28
3.		Defaults Upon Senior Securities		28
4.		(Removed and Reserved)		28
5.		Other Information		28
6.		Exhibits		29
		Signatures		30

 

ITEM 1.

FINANCIAL STATEMENTS

USA TRUCK, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share amounts)
	March 31,			December 31,
	2011			2010
Assets
Current assets:
Cash and cash equivalents	$	2,643		$	2,726
Accounts receivable:
Trade, less allowance for doubtful accounts of $355 in 2011 and $444 in 2010		54,951			46, 630
Other		1,989			1,353
Inventories		2,295			2,080
Prepaid expenses and other current assets		15,098			12,885
Total current assets		76,976			65,674
Property and equipment:
Land and structures		31,314			31,268
Revenue equipment		382,843			376,211
Service, office and other equipment		16,115			15,636
Property and equipment, at cost		430,272			423,115
Accumulated depreciation and amortization		(163,642)			(163,867)
Property and equipment, net		266,630			259,248
Note receivable		2,043			2,048
Other assets		431			415
Total assets	$	346,080		$	327,385
Liabilities and Stockholders’ equity
Current liabilities:
Bank drafts payable	$	4,218		$	4,233
Trade accounts payable		24,458			16,691
Current portion of insurance and claims accruals		5,330			4,725
Accrued expenses		10,708			8,401
Note payable		675			1,009
Current maturities of long-term debt and capital leases		27,318			18,766
Deferred income taxes		1,725			1,094
Total current liabilities		74,432			54,919
Deferred gain		617			618
Long-term debt and capital leases, less current maturities		83,591			79,750
Deferred income taxes		48,897			50,782
Insurance and claims accruals, less current portion		3,519			3,608
Stockholders’ equity:
Preferred Stock, $.01 par value; 1,000,000 shares authorized; none issued		--			--
Common Stock, $.01 par value; authorized 30,000,000 shares; issued 11,838,078 shares in 2011 and 11,835,075 shares in 2010		118			118
Additional paid-in capital		65,159			65,169
Retained earnings		91,499			94,215
Less treasury stock, at cost (1,337,324 shares in 2011 and 1,339,324 shares in 2010)		(21,752)			(21,783)
Accumulated other comprehensive loss		--			(11)
Total stockholders’ equity		135,024			137,708
Total liabilities and stockholders’ equity	$	346,080		$	327,385

USA TRUCK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
	(in thousands, except per share data)
	Three Months Ended
	March 31,
	2011			2010
Revenue:
Trucking revenue	$	82,874		$	80,690
Strategic Capacity Solutions revenue		11,568			6,210
Intermodal revenue		5,208			2,326
Base revenue		99,650			89,226
Fuel surcharge revenue		24,392			16,408
Total revenue		124,042			105,634
Operating expenses and costs:
Fuel and fuel taxes		34,727			28,395
Salaries, wages and employee benefits		33,100			33,227
Purchased transportation		25,379			15,605
Depreciation and amortization		12,614			12,499
Operations and maintenance		9,877			7,664
Insurance and claims		5,864			6,070
Operating taxes and licenses		1,398			1,393
Communications and utilities		985			946
Gain on disposal of assets, net		(915)			(7)
Other		4,195			3,340
Total operating expenses and costs		127,224			109,132
Operating loss		(3,182)			(3,498)
Other expenses (income):
Interest expense		743			769
Other, net		(11)			51
Total other expenses, net		732			820
Loss before income taxes		(3,914)			(4,318)
Income tax benefit		(1,198)			(1,322)
Net loss	$	(2,716)		$	(2,996)
Net loss per share information:
Average shares outstanding (Basic)		10,298			10,277
Basic loss per share	$	(0.26)		$	(0.29)
Average shares outstanding (Diluted)		10,298			10,277
Diluted loss per share	$	(0.26)		$	(0.29)

 

 

 

 

USA TRUCK, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)
	Common														Accumulated
	Stock					Additional Paid-in Capital									Other
			Par						Retained			Treasury			Comprehensive
	Shares		Value						Earnings			Stock					Loss				Total
Balance at December 31, 2010	11,835		$	118		$	65,169		$	94,215		$	(21,783)			$		(11)			$	137,708
Exercise of stock options	--			--			1			--			--					--				1
Excess tax benefit on exercise of stock options	--			--			--			--			--					--				--
Stock-based compensation	--			--			139			--			--					--				139
Restricted stock award grant	3			--			--			--			--					--				--
Forfeited restricted stock	--			--			(119)			--			--					--				(119)
Change in fair value of interest rate swap, net of income tax of $1	--			--			--			--			--					1				1
Reclassification of derivative net losses to statement of operations, net of income tax of $7	--			--			--			--			--					10				10
Return of forfeited restricted stock	--			--			(31)			--			31					--				--
Net loss	--			--			--			(2,716)			--					--				(2,716)
Balance at March 31, 2011	11,838		$	118		$	65,159		$	91,499		$	(21,752)			$		--			$	135,024

 

 

USA TRUCK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	(in thousands)
		Three Months Ended
		March 31,
		2011			2010
Operating activities
Net loss		$	(2,716)		$	(2,996)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			12,614			12,499
Provision for doubtful accounts			(7)			45
Deferred income taxes			(1,190)			(1,711)
Stock-based compensation			19			109
Gain on disposal of assets, net			(915)			(7)
Recognition of deferred gain			(1)			--
Changes in operating assets and liabilities:
Accounts receivable			(8,950)			(7,491)
Inventories and prepaid expenses			(2,428)			(3,355)
Trade accounts payable and accrued expenses			7,775			6,839
Insurance and claims accruals			516			656
Net cash provided by operating activities			4,717			4,588
Investing activities
Purchases of property and equipment			(15,085)			(22,160)
Proceeds from sale of property and equipment			6,757			4,237
Change in other assets			(11)			--
Net cash used in investing activities			(8,339)			(17,923)
Financing activities
Borrowings under long-term debt			21,638			38,694
Principal payments on long-term debt			(14,852)			(20,912)
Principal payments on capitalized lease obligations			(2,899)			(3,038)
Principal payments on note payable			(334)			(336)
Net decrease in bank drafts payable			(15)			(1,050)
Proceeds from exercise of stock options			1			--
Excess tax benefit from exercise of stock options			--			8
Net cash provided by financing activities			3,539			13,366
(Decrease) increase in cash			(83)			31
Cash:
Beginning of period			2,726			797
End of period		$	2,643		$	828
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest		$	730		$	753
Income taxes			--			--
Supplemental disclosure of non-cash investing activities:
Liability incurred for leases on revenue equipment			8,506			--
Purchases of revenue equipment included in accounts payable			2,247			1,321

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	(in thousands)
	For the Three Months Ended
	March 31,
	2011			2010
Compensation expense	$	--		$	65

 

 

 

 

 

	2011		2010
Dividend yield	0%		0%
Expected volatility	33.7%		32.8 – 50.2%
Risk-free interest rate	1.7%		0.9 – 2.1%
Expected life (in years)	4.25		4.13 – 4.25

 

 

 

	Number of Options		Weighted Average Exercise Price			Weighted Average Remaining Contractual Life (in years)			Aggregate Intrinsic Value (1)
Outstanding - beginning of year	152,600		$	16.01
Granted	10,988			12.20
Exercised	(104)			11.19					$	84
Cancelled/forfeited	(1,329)			16.93
Expired	(1,519)			26.39
Outstanding at March 31, 2011	160,636		$	15.65			2.8		$	71,594
Exercisable at March 31, 2011	64,549		$	16.46			1.0		$	35,019

 

(1)

The intrinsic value of outstanding and exercisable stock options is determined based on the amount by which the market value of the underlying stock exceeds the exercise price of the option.  The per share market value of our Common Stock, as determined by the closing price on March 31, 2011 (the last trading day of the quarter), was $13.00.

 

 

	(in thousands)
	For the Three Months Ended
	March 31,
	2011			2010
Compensation expense	$	19		$	44

 

 

 

 

	Number of Shares		Weighted Average Grant Price (1)
Nonvested shares – December 31, 2010	198,370		$	12.33
Granted	3,262			12.20
Forfeited	(363)			13.90
Vested	--			--
Nonvested shares – March 31, 2011	201,269		$	12.32

 

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

 

 

 

 

	(in thousands, except weighted average data)
	Stock Options			Restricted Stock
Unrecognized compensation expense	$	218		$	1,563
Weighted average period over which unrecognized compensation expense is to be recognized (in years)		1.5			5.6

 

 

 

 

 

	Percent of Total Base Revenue
	Trucking			SCS			Intermodal
March 31, 2011	83.2	%		11.6	%		5.2	%
March 31, 2010	90.4	%		7.0	%		2.6	%

 

 

 

 

 

	(in thousands)
	Revenue
	March 31,
	2011			2010
Base revenue
Trucking	$	82,874		$	80,690
SCS		13,935			7,234
Intermodal		5,760			2,929
Eliminations		(2,919)			(1,627)
Total base revenue		99,650			89,226
Fuel surcharge revenue		24,392			16,408
Total revenue	$	124,042		$	105,634

 

 

	(in thousands)
	Operating (loss) income
	March 31,
	2011			2010
Operating (loss) income
Trucking	$	(4,117)		$	(3,760)
SCS		1,333			321
Intermodal		(398)			(59)
Operating loss	$	(3,182)		$	(3,498)

 

 

 

 

 

 

 

(in thousands)
	Three Months Ended
	March 31,
	2011			2010
Net loss	$	(2,716)		$	(2,996)
Change in fair value of interest rate swap, net of income tax of $1 for the three months ended March 31, 2011 and net of income tax benefit of $(14) for the three months ended March 31, 2010		1			(22)
Reclassification of derivative net losses to statement of operations, net of income tax of $7 for the three months ended March 31, 2011 and $13 for the three months ended March 31, 2010		10			21
Total comprehensive loss	$	(2,705)		$	(2,997)

 

 

 

 

 

 

	(in thousands)
	March 31,			December 31,
	2011			2010
Salaries, wages and employee benefits	$	5,512		$	3,288
Other (1)		5,196			5,113
Total accrued expenses	$	10,708		$	8,401

(1)

As of March 31, 2011 and December 31, 2010, no single item included within other accrued expenses exceeded 5.0% of our total current liabilities.

 

NOTE 12 – NOTE PAYABLE

 

 

 

 

 

	(in thousands)
		March 31,			December 31,
		2011			2010
Revolving credit agreement (1)		$	56,686		$	49,900
Capitalized lease obligations (2)			54,223			48,616
			110,909			98,516
Less current maturities			(27,318)			(18,766)
Long-term debt and capital leases, less current maturities		$	83,591		$	79,750

(1)

On April 19, 2010, we entered into a new Credit Agreement with Branch Banking and Trust Company as Administrative Agent, which replaced our Amended and Restated Senior Credit Facility scheduled to mature on September 1, 2010.  The Credit Agreement provides for available borrowings of up to $100.0 million, including letters of credit not to exceed $25.0 million.  Availability may be reduced by a borrowing base limit as defined in the Credit Agreement.  The Credit Agreement provides an accordion feature allowing us to increase the maximum borrowing amount by up to an additional $75.0 million in the aggregate in one or more increases, subject to certain conditions.  The Credit Agreement bears variable interest based on the type of borrowing and on the Administrative Agent’s prime rate or the London Interbank Offered Rate plus a certain percentage, which is determined based on our attainment of certain financial ratios.  A quarterly commitment fee is payable on the unused portion of the credit line and bears a rate which is determined based on our attainment of certain financial ratios.  The obligations of the Company under the Credit Agreement are guaranteed by the Company and secured by a pledge of substantially all of the Company’s assets with the exception of real estate.  The Credit Agreement 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 Agreement may be accelerated, and the lenders’ commitments may be terminated.  The Credit Agreement contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions outside of the ordinary course of business, and affiliate transactions.  The new Credit Agreement will expire on April 19, 2014.

 

 

 

(2)

Our capitalized lease obligations have various termination dates extending through January 2015 and contain renewal or fixed price purchase options.  The effective interest rates on the leases range from 2.2% to 4.1% at March 31, 2011.  The lease agreements require us to pay property taxes, maintenance and operating expenses.

 

 

 

		(in thousands)
		Capitalized Costs			Accumulated Amortization			Net Book Value
March 31, 2011		$	78,301		$	23,578		$	54,723
December 31, 2010			69,795			20,777			49,018

 

 

 

 

 

 

 

 

 

 

	(in thousands, except per share amounts)
	Three Months Ended
	March 31,
	2011			2010
Numerator:
Net loss	$	(2,716)		$	(2,996)
Denominator:
Denominator for basic earnings (loss) per share – weighted average shares		10,298			10,277
Effect of dilutive securities:
Employee stock options and restricted stock		--			--
Denominator for diluted earnings (loss) per share – adjusted weighted average shares and assumed conversions		10,298			10,277
Basic earnings (loss) per share	$	(0.26)		$	(0.29)
Diluted earnings (loss) per share	$	(0.26)		$	(0.29)
Weighted average anti-dilutive employee stock options and restricted stock		129			156

 

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

 

 

 

 

 

 

 

 

    Off-Balance Sheet Arrangements – a discussion of significant financial arrangements, if any, that are not reflected on our balance sheet.

 

 

 

 

 

 

 

 

 

·	General Freight.  Our General Freight service offering provides truckload freight services as a short- to medium-haul common carrier.  We have provided General Freight services since our inception and we derive the largest portion of our revenue from these services.

 

·

Dedicated Freight.  Our Dedicated Freight service offering is a variation of our General Freight service, whereby we agree to make our equipment and drivers available to a specific customer for shipments over particular routes at specified times.  In addition to serving specific customer needs, our Dedicated Freight service offering also aids in driver recruitment and retention.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Base revenue from our SCS and Intermodal operating segments has fluctuated in recent periods.  These services typically do not involve the use of our tractors and trailers.  Therefore, an increase in revenue from these operating segments tends to cause expenses related to our operations that do involve our equipment—including fuel expense, depreciation and amortization expense, operations and maintenance expense, salaries, wages and employee benefits and insurance and claims expense—to decrease as a percentage of base revenue.  Likewise, a decrease in revenue from these operating segments tends to cause those expenses to increase as a percentage of base revenue with a related increase in purchased transportation expense.  Since changes in revenue from these operating segments generally affect all such expenses, as a percentage of base revenue, we do not specifically mention it as a factor in our discussion of increases or decreases in those expenses in the period-to-period comparisons below.  Base revenue from our SCS operating segment increased approximately 86.3% for the three months ended March 31, 2011, compared to the same period of the prior year.  Base revenue from our Intermodal operating segment increased approximately 123.9% for the three months ended March 31, 2011, compared to the same period of the prior year.

 

 

 

 

 

 

 

 

	Three Months Ended
	March 31,
	2011			2010
Base Trucking revenue	100.0	%		100.0	%
Operating expenses and costs:
Fuel and fuel taxes	17.3			16.9
Salaries, wages and employee benefits	38.6			40.3
Purchased transportation	9.2			8.2
Depreciation and amortization	15.1			15.4
Operations and maintenance	11.2			9.5
Insurance and claims	7.0			7.5
Operating taxes and licenses	1.6			1.7
Communications and utilities	1.1			1.1
Gain on disposal of assets, net	(1.1)			--
Other	5.0			4.1
Total operating expenses and costs	105.0			104.7
Operating loss	(5.0)	%		(4.7)	%

	Three Months Ended March 31,
	2011				2010
Operating loss (in thousands)	$	(4,117)			$	(3,760)
Total miles (in thousands) (1)		58,662				61,481
Empty mile factor (2)		10.0	%			10.2	%
Weighted average number of tractors (3)		2,342				2,344
Average miles per tractor per period		25,048				26,229
Average miles per tractor per week		1,948				2,040
Average miles per trip (4)(5)		556				576
Base Trucking revenue per tractor per week (5)	$	2,752			$	2,677
Number of tractors at end of period (3)		2,338				2,349
Operating ratio (6)		105.0	%			104.7	%

 

(1)

Total miles include both loaded and empty miles.

 

(2)

The empty mile factor is the number of miles traveled for which we are not typically compensated by any customer as a percent of total miles traveled.

 

(3)

Tractors include Company-operated tractors in-service plus tractors operated by independent contractors.

 

(4)

Average miles per trip is based upon loaded miles divided by the number of Trucking shipments.

 

(5)

Our Trailer-on-Flat-Car rail Intermodal service offering was previously included in our Trucking operating segment.  Container-on-Flat-Car rail Intermodal and Trailer-on-Flat-Car rail Intermodal are now combined and reported as Intermodal.  Because of this reclassification, previously reported amounts for average miles per trip and base Trucking revenue per tractor per week have been recalculated excluding Trailer-on-Flat-Car rail Intermodal from Trucking.

 

(6)

Operating ratio is based upon total operating expenses, net of fuel surcharge revenue, as a percentage of base revenue.

 

 

 

·

Salaries, wages and employee benefits decreased by 1.7 percentage points of base revenue due to a reduction in miles driven attributable to a higher percentage of unmanned trucks compared to the 2010 period and the harsh winter weather experienced in January and February.  This resulted in a reduction in driver pay of approximately $0.7 million.  Additionally, our net Trucking base revenue per mile increased by approximately 7.7% plus we incurred lower workers’ compensation expense and health and welfare costs due to a reduction in claims activity in the first quarter of 2011 as compared to the first quarter of 2010.  These decreases were partially offset by an increase in wages in our maintenance division, the result of increasing the number of terminal locations to better service our operations. During the first quarter of 2011, we saw evidence of a tightening market of eligible drivers related to the implementation of the  Department of Transportation’s (“DOT”) Compliance, Safety, Accountability (“CSA”) program.   New hours-of-service rules being reviewed by the DOT and CSA may further reduce the pool of eligible drivers and lead to increases in driver expenses that would increase salaries, wages and employee benefits.

 

·

Fuel and fuel taxes increased 0.4 percentage points of base Trucking revenue as we saw fuel prices increase an average of 30.0% over the comparable quarter of 2010.  This increase was partially offset by the above-mentioned increase in our net Trucking revenue per mile.  The steady increases in fuel prices during the quarter prevented our fuel surcharge program from keeping pace with the rising costs.  In addition, the harsh winter weather required us to consume more fuel than usual during the January and February winter storms due to increased engine idling necessitated by stranded trucks and the need to protect our drivers from dangerously frigid exterior temperatures. These two factors resulted in an approximate $2.3 million increase in fuel cost net of fuel surcharge recoveries, equivalent to approximately $0.14 per share.  Fuel costs may continue to be affected in the future by price fluctuations, the terms and collectability of fuel surcharge revenue and the percentage of total miles driven by owner operators.

 

·

Purchased transportation, which is comprised of independent contractor compensation and fees paid to external transportation providers such as Mexican carriers, increased by 1.0 percentage points of base Trucking revenue.  This increase was due primarily to an increase in carrier expense related to Mexico as we saw our revenue from shipments into and out of the country increase 29.2% over the same period in 2010.  Also contributing to the increase in purchased transportation was an 8.5% increase in owner-operator expense.  We expect this expense would continue to increase as the economy improves and if we achieve our long-term goals to grow our independent contractor fleet.

 

·

Depreciation and amortization expense decreased 0.3 percentage points of base Trucking revenue due to the above-mentioned  increase in our base Trucking revenue per tractor per week.  During the quarter, we purchased 155 tractors and 200 trailers, which will be used to replace existing older equipment in an effort to reduce the age of our fleet.  Prices for new equipment have risen in recent years and tractors more so due to Environmental Protection Agency mandates related to engine emissions.  As a result of our plan to reduce the age of our fleet and the increased costs of new equipment, we expect depreciation and amortization expense to increase as a percentage of base Trucking revenue in future periods.  Depreciation and amortization expense may be affected in the future as equipment manufacturers change prices and if the prices of used equipment fluctuate.

 

·

Operations and maintenance expense increased 1.7 percentage points of base Trucking revenue primarily due to a 33.6% increase in direct repair costs related to the maintenance requirements for the Department of Transportation’s CSA program, new engine emissions requirements mandated by the Environmental Protection Agency, various rules imposed by California’s Air Resources Board, harsh winter weather and the higher mileage equipment remaining in our fleet.  Our average tractor age as of March 31, 2011 was 27.5 months compared to 25.5 months at March 31, 2010 whereas our average trailer age was 66.2 months and 63.5 months, respectively.  This increase was partially offset by the above mentioned increase in our base Trucking revenue per mile.  On April 1, 2009, we changed our method of accounting for tires which changed the way we recognized cost for tires placed into service.  Accordingly, operations and maintenance expense related to this change increased in 2011 over that of 2010 by approximately $0.9 million.  Operations and maintenance expense may decrease as the age of our fleet decreases, but we do not expect to see the benefits of the new equipment in this line item for a number of quarters.

 

·

Insurance and claims expense decreased 0.5 percentage points of base Trucking revenue as we saw a 13.3% reduction in physical damage expense for the quarter as well as a reduction in the number of severe accidents in the first quarter of 2011 compared to 2010, combined with the above mentioned increase in our base Trucking revenue per week. This reduction in severe accidents is the result of the continuing education of our drivers regarding accident prevention.  If we are able to continue to successfully execute our “War on Accidents” safety initiative, we would expect insurance and claims expense to gradually decrease over the long term, though remaining volatile from period-to-period.

 

·

Other expenses increased 0.9 percentage points of base Trucking revenue in the first quarter of 2011 compared to the first quarter of 2010 predominately driven by higher recruiting related expenses and an increase in the number of maintenance terminals to service our equipment.  Weather interrupted the flow of new drivers through our orientation process during February.  The Department of Transportation’s CSA program has increased the difficulty of recruiting qualified drivers as the demand for those highly qualified drivers has increased, while the program has simultaneously decreased the overall supply of drivers.  Despite a decline in our driver turnover rate, 8.4% of our fleet was unmanned during the quarter (compared to 5.1% a year ago and our goal of 3.0%).  We will not lower our hiring standards to man our trucks because the cost of doing so is much higher in the long-term than the short-term costs associated with elevated recruiting expense and reduced tractor utilization.

 

·	Gain on the disposal of equipment increased 1.1 percentage points in the quarter ended March 31, 2011 as compared to the first quarter of 2010 due to the stronger used equipment market.

 

 

 

	Three Months Ended March 31,
	2011				2010
Total SCS revenue	$	16,462			$	8,363
Intercompany revenue		(2,425)				(1,080)
Net revenue	$	14,037			$	7,283
Operating income (in thousands)	$	1,333			$	321
Gross margin (1)		15.6	%			13.0	%

 

 

 

(1)

Gross margin is calculated by dividing total base revenue, less purchased transportation expense, less fuel surcharge revenue by total base revenue.  This calculation includes intercompany revenue and expenses.

 

 

 

 

 

	Three Months Ended March 31,
	2011				2010
Total Intermodal revenue	$	7,429			$	3,603
Intercompany revenue		(698)				(721)
Net revenue	$	6,731			$	2,882
Operating loss (in thousands)	$	(398)			$	(59)
Gross margin (1)		6.0	%			3.6	%

 

(1)

Gross margin is calculated by dividing total base revenue, less purchased transportation expense, less fuel surcharge revenue by total base revenue.  This calculation includes intercompany revenue and expenses.

 

 

 

 

 

 

 

 

 

 

 

 

   The nature of our business requires significant investments in new revenue equipment.  We have financed new tractor and trailer purchases predominantly with cash flows from operations, the proceeds from sales or trades of used equipment, borrowings under our Credit Agreement and capital lease purchase arrangements.  We have historically met our working capital needs with cash flows from operations and with borrowings under financing arrangements.  We use these financing arrangements to minimize fluctuations in cash flow needs and to provide flexibility in financing revenue equipment purchases.  Management is not aware of any known trends or uncertainties that would cause a significant change in our sources of liquidity.  We expect our principal sources of capital to be sufficient to finance our operations, annual debt maturities, lease commitments, letter of credit commitments, stock repurchases and capital expenditures over the next twelve months.  There can be no assurance, however, that such sources will be sufficient to fund our operations and all expansion plans for the next several years, or that any necessary additional financing and facility renewal will be available, if at all, in amounts required or on terms satisfactory to us.

 

   Our balance sheet debt, less cash, represents 44.2% of our total capitalization, and we have no material off-balance sheet debt.  Our capital leases currently represent 48.6% of our total debt and carry an average fixed rate of 3.4%.  We also have additional availability on our revolving credit line of approximately $41.5 million, which we could have borrowed without violating any of our current financial covenants applicable to us on March 31, 2011.  We expect our net capital expenditures for the remainder of 2011 to be approximately $41.3 million.

Cash Flows
	(in thousands)
	Three Months Ended March 31,
	2011			2010
Net cash provided by operating activities	$	4,717		$	4,588
Net cash used in investing activities		(8,339)			(17,923)
Net cash provided by financing activities		3,539			13,366

 

 

·	A decrease in net loss of $0.3 million;

 

·	A $1.5 million decrease in cash provided from accounts receivable resulting from extended payment terms and a larger proportional share of revenue from our SCS segment and an increase in fuel surcharge revenue;

 

·	A $0.9 million decrease of cash used in trade accounts payable and accrued expenses primarily due to timing of fuel payments;

 

·	A $0.9 million increase in the gain on the sale of equipment due to a stronger used equipment market;

 

·	A reduction of $0.5 million in deferred taxes; and

 

·	A decrease of $0.9 million in cash used for prepaid expenses and inventories, which was primarily due to additional tire purchases effecting our prepaid tire account and fees related to the 2010 renewal of our Credit Facility.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	(in thousands)
	Payments Due By Period
	Total			Less than 1 year			1-3 years			3-5 years			More than 5 years
Contractual Obligations:
Long-term debt obligations (1)	$	56,686		$	--		$	--		$	56,686		$	--
Capital lease obligations (2)		56,588			28,668			23,445			4,475			--
Purchase obligations (3)		34,606			34,606			--			--			--
Rental obligations		4,396			1,919			1,673			493			311
Total	$	152,276		$	65,193		$	25,118		$	61,654		$	311

 

(1)

Long-term debt obligations, excluding letters of credit in the amount of $1.8 million, consists of our Credit Agreement, which matures on April 19, 2014. The primary purpose of this agreement is to provide working capital for the Company; however, the agreement is also used, as appropriate, to minimize interest expense on other Company purchases that could be obtained through other more expensive capital purchase financing sources.  Because the borrowing amounts fluctuate and the interest rates vary, they are subject to various factors that will cause actual interest payments to fluctuate over time.  Based on these factors, we have not included in this line item an estimate of future interest payments.

 

(2)	Includes interest payments not included in the balance sheet.

 

(3)	Purchase obligations include commitments to purchase approximately $33.8 million of revenue equipment, none of which is cancelable by us upon advance written notice.

 

 

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.  We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. Actual results could differ from those estimates, and such differences could be material.

 

 

·

Revenue recognition and related direct expenses based on relative transit time in each period.  Revenue generated by our Trucking operating segment is recognized in full upon completion of delivery of freight to the receiver’s location.  For freight in transit at the end of a reporting period, we recognize revenue pro rata based on relative transit time completed as a portion of the estimated total transit time.  Expenses are recognized as incurred.

 

 

 

·

Selections of estimated useful lives and salvage values for purposes of depreciating tractors and trailers.  We operate a significant number of tractors and trailers in connection with our business.  We may purchase this equipment or acquire it under leases.  We depreciate purchased equipment on the straight-line method over the estimated useful life down to an estimated salvage or trade-in value.  We initially record equipment acquired under capital leases at the net present value of the minimum lease payments and amortize it on the straight-line method over the lease term.  Depreciable lives of tractors and trailers range from three years to ten years.  We estimate the salvage value at the expected date of trade-in or sale based on the expected market values of equipment at the time of disposal.

 

We make equipment purchasing and replacement decisions on the basis of various factors, including, but not limited to, new equipment prices, used equipment market conditions, demand for our freight services, prevailing interest rates, technological improvements, fuel efficiency, equipment durability, equipment specifications and driver availability.  Therefore, depending on the circumstances, we may accelerate or delay the acquisition and disposition of our tractors and trailers from time to time, based on an operating principle whereby we pursue trade intervals that economically balance our maintenance costs and expected trade-in values in response to the circumstances existing at that time.  Such adjustments in trade intervals may cause us to adjust the useful lives or salvage values of our tractors or trailers.  By changing the relative amounts of older equipment and newer equipment in our fleet, adjustments in trade intervals also increase and decrease the average age of our tractors and trailers, whether or not we change the useful lives or salvage values of any tractors or trailers.  We also adjust depreciable lives and salvage values based on factors such as changes in prevailing market prices for used equipment.  We periodically monitor these factors in order to keep salvage values in line with expected market values at the time of disposal.  Adjustments in useful lives and salvage values are made as conditions warrant and when we believe that the changes in conditions are other than temporary.  These adjustments result in changes in the depreciation expense we record in the period in which the adjustments occur and in future periods.  These adjustments also impact any resulting gain or loss on the ultimate disposition of the revenue equipment.  Management believes our estimates of useful lives and salvage values have been materially accurate as demonstrated by the insignificant amounts of gains and losses on revenue equipment dispositions in recent periods.  However, management will continually review salvage values to assure that book values do not exceed market values.

 

·

Estimates of accrued liabilities for claims involving bodily injury, physical damage losses, employee health benefits and workers’ compensation.  We record 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 amounts of claims expected to be paid in the next twelve months.  In making the estimates, we rely on past experience with similar claims, negative or positive developments in the case and similar factors.  We do not discount our claims liabilities.  See our Claims Liabilities disclosure elsewhere in this report and in our Annual Report on Form 10-K for additional information.

 

·

Stock option valuation.  The assumptions used to value stock options are dividend yield, expected volatility, risk-free interest rate, expected life and anticipated forfeitures.  As we have not paid any dividends on our Common Stock, the dividend yield is zero.  Expected volatility represents the measure used to project the expected fluctuation in our share price.  We use the historical method to calculate volatility with the historical period being equal to the expected life of each option.  This calculation is then used to determine the potential for our share price to increase over the expected life of the option.  The risk-free interest rate is based on an implied yield on United States zero-coupon treasury bonds with a remaining term equal to the expected life of the outstanding options.  Expected life represents the length of time we anticipate the options to be outstanding before being exercised.  Based on historical experience, that time period is best represented by the option’s contractual life.  Anticipated forfeitures represent the number of shares under options we expect to be forfeited over the expected life of the options.

 

·

Accounting for income taxes. Our deferred tax assets and liabilities represent items that will result in taxable income or a tax deduction in future years for which we have already recorded the related tax expense or benefit in our consolidated statements of operations.  Deferred tax accounts arise as a result of timing differences between when items are recognized in our consolidated financial statements compared to when they are recognized in our tax returns.  Significant management judgment is required in determining our 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.  We periodically assess the likelihood that all or some portion of deferred tax assets will be recovered from future taxable income.  To the extent we believe recovery is not probable, a valuation allowance is established for the amount determined not to be realizable.  We have not recorded a valuation allowance at March 31, 2011, as all deferred tax assets are more likely than not to be realized.

 

 

·

Prepaid tires.  Effective April 1, 2009, we changed our method of accounting for tires.  Commencing when the tires, including recaps, are placed into service, we account for them as prepaid expenses and amortize their cost over varying time periods, ranging from 18 to 30 months depending on the type of tire.  Prior to April 1, 2009, the cost of tires was fully expensed when they were placed into service.  We believe the new accounting method more appropriately matches the tire costs to the period during which the tire is being used to generate revenue.

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

 

 

On February 6, 2009, we entered into a $10.0 million interest rate swap agreement with an effective date of February 19, 2009.  The rate on the swap was fixed at 1.57% until February 19, 2011. The interest rate swap agreement was accounted for as a cash flow hedge.

 

 

       Commodity Price Risk.  Fuel prices have fluctuated greatly and have generally increased in recent years.  In some periods, our operating performance was adversely affected because we were not able to fully offset the impact of higher diesel fuel prices through increased freight rates and fuel surcharge revenue recoveries.  We cannot predict the extent to which high fuel price levels will continue in the future or the extent to which fuel surcharge revenue recoveries could be collected to offset such increases.  In May 2010, we entered into a contract to hedge 0.5 million gallons of diesel fuel per month for July 2010 through June 2012.  In June 2010, we accepted a favorable settlement offered by the other party to terminate the contract in exchange for a $1.2 million payment to us.  The contract was terminated before the hedging began in July 2010.  Had we not terminated the contract and had fuel prices decreased below the contracted price, the result would have been a negative impact on our fuel costs.  As of March 31, 2011, we did not have any derivative financial instruments to reduce our exposure to fuel price fluctuations, but may use such instruments in the future.  Accordingly, volatile fuel prices will continue to impact us significantly.  A significant increase in fuel costs, or a shortage of diesel fuel, could materially and adversely affect our results of operations.  Further, these costs could also exacerbate the driver shortages our industry experiences by forcing independent contractors to cease operations.

 

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

 

 

 

ITEM 1A.            RISK FACTORS

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

 

 

 

 

 

 

 

 

Period		Total Number of Shares Purchased		Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 – January 31		--		$	--		--		2,000,000
February 1 – February 28		--			--		--		2,000,000
March 1 – March 31		--			--		--		2,000,000
Total		--		$	--		--		2,000,000

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.

(REMOVED AND RESERVED)

 

 

 

 

(a)

Exhibits

3.1	Restated and Amended Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, Registration No. 33-45682, filed with the Securities and Exchange Commission on February 13, 1992 [the “Form S-1”]).
3.2	Amended Bylaws of the Company as currently in effect (incorporated by reference to Exhibit 3.2 to the Company’s annual report on Form 10-K for the year ended December 31, 2001).
3.3	Certificate of Amendment to Certificate of Incorporation of the Company filed March 17, 1992 (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Form S-1 filed with the Securities and Exchange Commission on March 19, 1992).
3.4	Certificate of Amendment to Certificate of Incorporation of the Company filed April 29, 1993 (incorporated by reference to Exhibit 5 to the Company’s Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on June 2, 1997 [the “Form 8-A/A”]).
3.5	Certificate of Amendment to Certificate of Incorporation of the Company filed May 13, 1994 (incorporated by reference to Exhibit 6 to the Form 8-A/A).
4.1	Specimen certificate evidencing shares of the Common Stock, $.01 par value, of the Company (incorporated by reference to Exhibit 4.1 to the Form S-1).
4.2	Instruments with respect to long-term debt not exceeding 10.0% of the total assets of the Company have not been filed.  The Company agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

SIGNATURES

 

 

				USA Truck, Inc.
				(Registrant)
Date:	May 6, 2011		By:	/s/ Clifton R. Beckham
				Clifton R. Beckham
				President and Chief Executive Officer
Date:	May 6, 2011		By:	/s/ Darron R. Ming
				Darron R. Ming
				Vice President, Finance and Chief
				Financial Officer