<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________to _____________.
Commission file number 0-19858
USA TRUCK, INC.
- -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 71-0556971
- ------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3108 INDUSTRIAL PARK ROAD
VAN BUREN, ARKANSAS 72956
- ---------------------------------------- ----------------------------------
(Address of principal executive offices) (Zip Code)
(501) 471-2500
- -------------------------------------------------------------------------------
Registrant's telephone number, including area code
Not applicable
- -------------------------------------------------------------------------------
Former name, address and former fiscal year, if changed since last report.
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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
9,358,868 shares of common stock, $.01 par value, were outstanding on July
25, 1997.
<PAGE> 2
INDEX
USA TRUCK, INC.
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited) Page
----
<S> <C>
Condensed Balance Sheets -- June 30, 1997 and December 31, 1996 3
Condensed Statements of Income -- Three months and six months ended
June 30, 1997 and 1996 4
Condensed Statements of Cash Flows -- Six months ended June 30,
1997 and 1996 5
Notes to Condensed Financial Statements -- June 30, 1997 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 7
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders. 12
Item 6. Exhibits and Reports on Form 8-K. 12
</TABLE>
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
USA TRUCK, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30 December 31
1997 1996
--------------- ---------------
(unaudited) (note)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,690,810 $ 1,486,946
Accounts receivable:
Trade, less allowance for doubtful accounts
(1997- $155,249; 1996- $113,000) $ 12,444,602 10,972,451
Other 2,031,894 1,766,443
Inventories 440,283 176,759
Deferred income taxes 1,658,777 933,091
Prepaid expenses and other current assets 1,784,873 1,489,555
--------------- ---------------
Total current assets 20,051,239 16,825,245
PROPERTY AND EQUIPMENT 106,363,113 94,857,962
ACCUMULATED DEPRECIATION AND AMORTIZATION (27,265,692) (28,089,739)
--------------- ---------------
79,097,421 66,768,223
SECURITY DEPOSITS 1,745,478 1,745,478
OTHER ASSETS 1,024,888 990,901
--------------- ---------------
Total assets $ 101,919,026 $ 86,329,847
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank drafts payable $ 676,858 $ 606,371
Trade accounts payable 6,660,258 1,378,551
Accrued expenses 9,243,130 7,190,198
Current maturities of long-term debt 3,390,153 6,018,289
--------------- ---------------
Total current liabilities 19,970,399 15,193,409
LONG-TERM DEBT, LESS CURRENT MATURITIES 22,407,682 15,867,365
DEFERRED INCOME TAXES 10,483,950 9,568,464
INSURANCE AND CLAIMS ACCRUALS 1,480,614 1,276,614
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01 per share: 1,000,000
shares authorized: none issued -- --
Common stock, par value $0.1 per share: 16,000,000 shares
authorized: issued shares (1997-9,358,868; 1996-9,499,636) 93,589 94,996
Additional paid-in-capital 12,477,495 13,837,785
Retained earnings 35,005,297 31,798,704
Less treasury stock, at cost (1997-0; 1996-145,000) shares -- (1,307,490)
--------------- ---------------
Total stockholders' equity 47,576,381 44,423,995
--------------- ---------------
Total liabilities and stockholders' equity $ 101,919,026 $ 86,329,847
=============== ===============
</TABLE>
NOTE: The balance sheet at December 31, 1996 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See notes to condensed financial statements.
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USA TRUCK, INC.
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------------------ ------------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 32,079,177 $ 26,751,038 $ 62,739,287 $ 52,665,041
OPERATING EXPENSES AND COSTS
Salaries, wages and employee
benefits 13,464,075 11,259,361 26,403,475 22,148,562
Operations and maintenance 8,456,897 7,590,754 17,291,806 15,019,903
Operating taxes and licenses 533,561 481,494 1,087,510 956,055
Insurance and claims 1,627,116 1,633,247 3,038,280 3,039,641
Communications and utilities 469,321 448,638 883,427 802,094
Depreciation and amortization 3,233,626 2,962,628 6,398,007 5,887,333
Other 791,479 916,150 1,812,299 1,882,423
------------ ------------ ------------ ------------
28,576,075 25,292,272 56,914,804 49,736,011
------------ ------------ ------------ ------------
OPERATING INCOME 3,503,102 1,458,766 5,824,483 2,929,030
OTHER (INCOME) EXPENSE:
Interest expense 332,139 199,178 538,211 403,421
Gain on disposal of assets (500) -- (500) (2,161)
Other, net 20,906 (2,589) 38,665 24,234
------------ ------------ ------------ ------------
352,545 196,589 576,376 425,494
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 3,150,557 1,262,177 5,248,107 2,503,536
INCOME TAXES 1,225,567 494,031 2,041,514 977,141
------------ ------------ ------------ ------------
NET INCOME $ 1,924,990 $ 768,146 $ 3,206,593 $ 1,526,395
============ ============ ============ ============
PER SHARE INFORMATION:
Average shares outstanding 9,534,295 9,732,003 9,483,617 9,744,615
============ ============ ============ ============
Net income per share $ 0.20 $ 0.08 $ 0.34 $ 0.16
============ ============ ============ ============
</TABLE>
See notes to condensed financial statements.
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USA TRUCK, INC.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30
-=--------------------------------
1997 1996
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 3,206,593 1,526,395
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 6,398,007 5,887,333
Provision for doubtful accounts 42,249 9,000
Deferred income taxes 189,800 637,255
Gain on sale of assets (500) (2,161)
Changes in operating assets and liabilities:
Receivables (1,779,851) 375,471
Inventories and prepaid expenses (558,842) 788
Bank drafts, accounts payable and accrued expenses 7,673,252 (1,744,187)
Insurance and claims accruals 204,000 252,000
-------------- --------------
Net cash provided by operating activities 15,374,708 6,941,894
INVESTING ACTIVITIES:
Purchases of property and equipment (21,188,321) (5,407,278)
Purchase of investments (39,762) --
Proceeds from sale of assets 5,001,100 705,000
Increase in other assets 5,775 (61,018)
-------------- --------------
Net cash used by investing activities (16,221,208) (4,763,296)
FINANCING ACTIVITIES:
Borrowings under long-term debt 18,700,000 6,380,000
Proceeds from the exercise of stock options 275,046 272,050
Payments to repurchase common stock (597,378) (1,115,384)
Principal payments on long-term debt (12,700,000) (6,630,000)
Principal payments on capitalized lease obligations (4,627,304) (1,682,662)
-------------- --------------
Net cash provided (used) by financing activities 1,050,364 (2,775,996)
-------------- --------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: 203,864 (597,398)
Cash and cash equivalents at beginning of period 1,486,946 1,656,392
-------------- --------------
cash and cash equivalents at end of period $ 1,690,810 1,058,994
============== ==============
</TABLE>
See notes to condensed financial statements.
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USA TRUCK, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1997
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the six-month period ended June 30, 1997, are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1997. For further information, refer to the financial
statements and footnotes thereto included in the annual report on Form 10-K of
USA Truck, Inc. (the "Company") for the year ended December 31, 1996.
NOTE B--COMMITMENTS
As of July 25, 1997, the Company had remaining commitments for the purchase of
revenue equipment in the aggregate amount of approximately $19.8 million in
1997 and $32.1 million in 1998.
NOTE C--LONG-TERM DEBT
On May 18, 1997, the Company entered into a capital lease agreement in the
aggregate amount of $0.7 million for computer equipment and related software.
Under the terms of the lease the principal and accrued interest are payable in
equal monthly installments over a period of 55 months.
NOTE D--CAPITAL STOCK TRANSACTIONS
On May 7, 1997, the Board of Directors authorized the retirement of all shares
purchased prior to May 6, 1997, and not previously retired, which resulted in
the retirement of 185,500 shares of treasury stock that had been purchased at
an aggregate purchase price of $1.6 million.
NOTE E--NEW ACCOUNTING PRONOUNCEMENT
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, Earnings per Share, which the Company is required to adopt on December 31,
1997. At that time, the Company will be required to change the method currently
used to compute earnings per share and to restate earnings per share for all
prior periods. Under the new requirements for calculating "basic earnings per
share" (which will replace the current term "primary earnings per share"), the
dilutive effect of stock options will be excluded. Basic earnings per share for
the quarters ended June 30, 1997 and June 30, 1996 is expected to be unchanged
when compared to primary earnings per share for those periods.
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FORM 10-Q
USA TRUCK, INC.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following table sets forth the percentage relationship of certain items to
operating revenues for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------ ------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
OPERATING REVENUES 100.0% 100.0% 100.0% 100.0%
OPERATING EXPENSES AND COSTS:
Salaries, wages and employee benefits 42.0 42.1 42.1 42.1
Operations and maintenance 26.3 28.4 27.6 28.5
Operating taxes and licenses 1.7 1.8 1.7 1.8
Insurance and claims 5.1 6.1 4.8 5.8
Communications and utilities 1.4 1.7 1.4 1.5
Depreciation and amortization 10.1 11.0 10.2 11.2
Other 2.5 3.4 2.9 3.5
----- ----- ----- -----
89.1 94.5 90.7 94.4
----- ----- ----- -----
OPERATING INCOME 10.9 5.5 9.3 5.6
OPERATING (INCOME) EXPENSE:
Interest expense 1.0 0.7 0.9 0.8
Gain on disposal of assets -- -- -- --
Other, net 0.1 -- -- --
----- ----- ----- -----
1.1 0.7 0.9 0.8
----- ----- ----- -----
INCOME BEFORE INCOME TAXES 9.8 4.8 8.4 4.8
INCOME TAXES 3.8 1.9 3.3 1.9
----- ----- ----- -----
NET INCOME 6.0% 2.9% 5.1% 2.9%
===== ===== ===== =====
</TABLE>
RESULTS OF OPERATIONS
Quarter Ended June 30, 1997 Compared to Quarter Ended June 30, 1996
Operating revenues increased 19.9% to $32.1 million in the second quarter
of 1997 from $26.8 million for the same quarter of 1996, resulting from
increased business with existing customers and additional business from new
customers, offset by a 0.5% decrease in average revenue per mile. Average
revenue per mile decreased to $1.102 in 1997 from $1.108 in 1996. The empty
mile factor increased to 10.50% in 1997 from 10.23% of paid miles in the second
quarter of 1996. There was a 16.8% increase in the number of shipments to
28,936 in 1997 from 24,780 in 1996. This volume
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improvement was made possible by an increase of 16.0% in the average number of
tractors operated from 795 in 1996 to 922 in 1997. The net effect of the volume
improvement and the Company's continuing fleet expansion was an increase of
2.4% in miles per tractor per week to 2,467 in 1997 from 2,410 in 1996.
Operating expenses and costs as a percentage of revenues decreased to
89.1% in 1997 from 94.5% in 1996. This change resulted primarily from a
decrease, on a percentage of revenue basis, in operations and maintenance
costs, insurance and claims expenses, depreciation and amortization expense and
other expenses. The percentage decrease, relative to revenues, in operations
and maintenance was primarily the result of a decrease of 3.5 cents per gallon
in the average cost of fuel in the second quarter of this year compared to the
same period last year, and by an increase in fuel efficiency to 6.42 average
miles per gallon in 1997 from 6.30 in 1996. The percentage decrease, relative
to revenues, in insurance and claims expense was due to a decrease in the
number and severity of accidents in the second quarter of 1997 as compared to
the same period last year. The decrease in depreciation and amortization
expense, as a percentage of revenue, reflects the 2.4% increase in utilization
as mentioned above. Other expenses decreased, relative to revenues, due to a
variety of factors, no single one of which accounted for more than half of the
decrease. Management believes that the improvement in driver retention
experienced in the second quarter had a positive impact on several expense
categories, including insurance and claims expenses, as compared to the prior
year.
As a result of the foregoing factors, operating income increased 140.1% to
$3.5 million, or 10.9% of revenues, in 1997 from $1.5 million, or 5.5% of
revenues, in 1996.
Interest expense increased 66.8% to $332,000 in 1997 from $199,000 in
1996, resulting primarily from an increase in borrowings, partially offset by a
decrease in interest rates, in the aggregate, on both short-term and long-term
debt.
As a result of the above, income before income taxes increased 149.6% to
$3.2 million, or 9.8% of revenues, in 1997 from $1.3 million, or 4.7% of
revenues, in 1996.
The Company's effective tax rate remained unchanged at 38.9% for both 1997
and 1996. The effective rates varied from the statutory Federal tax rate of 34%
primarily due to state income taxes and certain non-deductible expenses.
As a result of the aforementioned factors, net income increased 150.1% to
$1.9 million ($.20 per share), or 6.0% of revenues, in 1997 from $768,000 ($.08
per share), or 2.9% of revenues, in 1996. The number of shares used in the
calculation of net income per share for the second quarter of 1997 and 1996
were 9,534,295 and 9,732,003, respectively.
Total shares outstanding at June 30, 1997, were 9,358,868.
Six-Months Ended June 30, 1997 Compared to Six-Months Ended June 30, 1996
Operating revenues increased 19.1% to $62.7 million in 1997 from $52.7
million in 1996, resulting from increased business with existing customers and
additional business from new customers, partially offset by a slight decrease
in average revenue per mile. Average revenue per mile decreased to $1.106 in
1997 from $1.107 in 1996 as the result of an increase in the empty mile factor
to 10.50% in 1997 from 10.39% of paid miles in the first six months of 1996,
partially offset by a 5.7% increase in the tractor utilization rate during the
same period. There was a 14.2% increase in the number of shipments to 56,337 in
1997 from 49,333 in 1996. This volume improvement was made possible by an
increase of 13.8% in the average number of tractors operated from 788 in 1996
to 897 in 1997. The net effect of the
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volume improvement and the Company's continuing fleet expansion was an increase
of 5.7% in miles per tractor per week to 2,511 in 1997 from 2,376 in 1996.
Operating expenses and costs as a percentage of revenues decreased to
90.7% in 1997 from 94.4% in 1996, for the same reasons discussed above in the
comparison of the quarter ended June 30, 1997 to the quarter ended June 30,
1996. For the six month period, the average cost of fuel increased 3.4 cents
per gallon and fuel efficiency improved to 6.22 average miles per gallon in
1997 from 6.03 in 1996.
As a result of the foregoing factors, operating income increased 98.9% to
$5.8 million, or 9.3% of revenues, in 1997 from $2.9 million, or 5.6% of
revenues, in 1996.
Interest expense increased 33.4% to $538,000 in 1997 from $403,000 in
1996, resulting primarily from an increase in borrowings, partially offset by a
decrease in interest rates, in the aggregate, on both short-term and long-term
debt.
As a result of the above, income before income taxes increased 109.6% to
$5.2 million, or 8.4% of revenues, in 1997 from $2.5 million, or 4.8% of
revenues, in 1996.
The Company's effective tax rate decreased slightly to 38.9% in 1997 from
39.0% in 1996. The effective rates varied from the statutory Federal tax rate
of 34% primarily due to state income taxes and certain non-deductible expenses.
As a result of the aforementioned factors, net income increased 110.1% to
$3.2 million ($.34 per share), or 5.1% of revenues, in 1997 from $1.5 million
($.16 per share), or 2.9% of revenues, in 1996. The number of shares used in
the calculation of net income per share for the six months ended June 30, 1997
and 1996 were 9,483,617 and 9,744,615, respectively.
SEASONALITY
In the trucking industry generally, revenues are lower in the first and
fourth quarters as customers decrease shipments during the winter holiday
season and as inclement weather impedes operations. At the same time, operating
expenses increase, due primarily to decreased fuel efficiency and increased
maintenance costs. These factors historically have tended to decrease net
income in the first and fourth quarters. Future revenues could be impacted if
customers reduce shipments due to temporary plant closings, which historically
have occurred during July and December.
FUEL AVAILABILITY AND COST
The motor carrier industry is dependent upon the availability of diesel
fuel, and fuel shortages or increases in fuel taxes or fuel costs have
adversely affected, and may in the future adversely affect the profitability of
USA Truck. Fuel prices have fluctuated widely and fuel taxes have generally
increased in recent years. The Company has not experienced difficulty in
maintaining necessary fuel supplies, and in the past the Company generally has
been able to recover increases in fuel costs and fuel taxes from customers
through increased freight rates. However, during 1996, USA Truck experienced a
price increase of approximately 12 cents per gallon for the year, which the
Company was not able to fully offset through rate increases. Diesel prices
declined somewhat toward the end of, and subsequent to, the first quarter of
this year, but there can be no assurance that diesel prices will continue to
decrease or remain below the higher prices experienced in recent periods. There
also can be no assurance that the Company will be able to recover any future
increases in fuel costs and fuel taxes through increased rates.
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LIQUIDITY & CAPITAL RESOURCES
The continued growth of the Company's business has required significant
investments in new equipment. USA Truck has financed revenue equipment
purchases with cash flows from operations and through borrowings under the
Company's collateralized revolving credit agreement (the "General Line of
Credit") and conventional financing and lease-purchase arrangements. Working
capital needs have generally been met with cash flows from operations and
occasionally with borrowings under the General Line of Credit. Although the
Company has not relied significantly on the General Line of Credit to meet
working capital requirements, it does experience cyclical cash flow needs
common to the industry. The Company uses the General Line of Credit to minimize
these fluctuations and to provide flexibility in financing revenue equipment
purchases. Cash flows from operations were $15.4 million for the six-month
period ended June 30, 1997 as compared to $6.9 million in the comparable period
of 1996.
The Company's General Line of Credit provides for available borrowings of
up to $15.0 million, including letters of credit not exceeding $5.0 million. As
of June 30, 1997, approximately $2.2 million was available under the General
Line of Credit. The General Line of Credit matures on April 30, 1999, prior to
which time, subject to certain conditions, the amount outstanding can be
converted at any time, at the Company's option, to a four-year term loan
requiring 48 equal monthly principal payments plus interest. The interest rate
on the General Line of Credit (8.50% at June 30, 1997) fluctuates between the
lender's prime rate and prime plus 1/2%, depending upon the ratio of the
Company's debt to tangible net worth. Under the General Line of Credit, the
Company has the right to borrow at a rate related to the Eurodollar rate when
this rate is less than the lender's prime rate. A quarterly commitment fee of
1/4% per annum is payable on the unused amount of the available borrowings. The
principal maturity can be accelerated if the borrowing base (based on a
percentage of receivables and otherwise unsecured equipment) does not support
the principal balance outstanding. The General Line of Credit is collateralized
by accounts receivable and all otherwise unencumbered equipment. The Company
has the option under certain conditions and at certain rates to fix the rate
and term on portions of the outstanding balance of the General Line of Credit.
On November 13, 1996 the Company amended its lease commitment agreement
(the "TRAC Lease Commitment"), dated January 24, 1996, to extend the term and
increase the borrowing limit to an amount equal to the sum of the current
outstanding balance plus $10.0 million, resulting in a new lease commitment
with a maximum aggregate borrowing amount of $16.0 million. The TRAC Lease
Commitment facilitates the leasing of tractors. As of June 30, 1997, $10.1
million remained available under the TRAC Lease Commitment. The commitment term
ends on December 31, 1997. Each capital lease will have a repayment period of
42 months. The interest rate on the capital leases under the TRAC Lease
Commitment fluctuates in relation to the weekly average interest rate for
2-year Constant Maturity Treasury Securities as published by the Federal
Reserve and is fixed upon execution of lease.
On May 18, 1997, the Company entered into a capital lease agreement in the
aggregate amount of $0.7 million for computer equipment and related software.
Under the terms of the lease the principal and accrued interest are payable in
equal monthly installments over a period of 55 months.
At June 30, 1997, the Company had debt obligations of approximately $25.8
million, including amounts borrowed under the facilities described above, of
which approximately $3.4 million were current obligations. During the second
quarter of 1997 the Company made borrowings under the General Line of Credit of
$6.5 million, while retiring $10.1 million in debt. The retired debt had an
average interest rate of approximately 6.33%.
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During the years 1997 and 1998 the Company plans to make approximately
$71.4 million in capital expenditures, $18.8 million of which had been expended
through July 25, 1997. As of July 25, 1997, USA Truck was committed to spend
$19.8 million for revenue equipment during the remainder of 1997 and $32.1
million for revenue equipment in 1998. The commitments to purchase revenue
equipment are cancelable by the Company if certain conditions are met. The
balance of the expected capital expenditures will be used for the purchase of
maintenance and office equipment and facility improvements.
The General Line of Credit, the TRAC Lease Commitment, equipment leases
and cash flows from operations should be adequate to fund the Company's
operations and expansion plans through the end of 1997. There can be no
assurance, however, that such sources will be sufficient to fund the Company's
operations and all expansion plans through such date, or that any necessary
additional financing will be available, if at all, in amounts required or on
terms satisfactory to the Company. The Company expects to continue to fund its
operations with cash flows from operations, the General Line of Credit, the
TRAC Lease Commitment and equipment leases for the foreseeable future.
In September 1995, the Board of Directors authorized the Company to
repurchase up to 500,000 shares of its outstanding common stock, on the open
market or in privately negotiated transactions, from time to time over a period
of three years. As of July 25, 1997, the Company had purchased 439,500 shares
pursuant to this authorization at an aggregate purchase price of $4.4 million,
including 40,500 shares purchased in 1997 at an aggregate purchase price of
$329,000. On May 7, 1997, the Board of Directors authorized the retirement of
all shares purchased prior to May 6, 1997 and not previously retired, which
resulted in the retirement of 189,500 shares of treasury stock that had been
purchased at an aggregate purchase price of $1.6 million. The Company may
continue to purchase shares in the future if, in the view of management, the
common stock is undervalued relative to the Company's performance and prospects
for continued growth. Any such purchases would be funded with cash flows from
operations or the General Line of Credit.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements and information that are
based on management's belief as well as assumptions made by, and information
currently available to management. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will be realized. Should one or
more of the risks or uncertainties underlying such expectations materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those expected. Among the key factors that are not within the
Company's control and that may have a direct bearing on operating results are
increases in diesel prices, adverse weather conditions and the impact of
increased rate competition. The Company's results may also be significantly
affected by fluctuations in general economic conditions, as the Company's
utilization rates are directly related to business levels of shippers in a
variety of industries. Results for any specific period could also be affected
by various unforeseen events, such as unusual levels of equipment failure or
accident claims.
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USA TRUCK, INC.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of the Company was held on May 7, 1997.
At the meeting, the stockholders elected the persons set forth in the table
below to serve as directors for terms expiring at the 2000 Annual Meeting of
Stockholders:
<TABLE>
<CAPTION>
Votes Votes Broker
Nominee For Withheld Non-Votes
---------------------- --------- -------- ---------
<S> <C> <C> <C>
Roland S. Boreham, Jr. 9,002,358 1,572 -0-
George R. Jacobs 9,002,358 1,572 -0-
Jerry D. Orler 9,002,358 1,572 -0-
</TABLE>
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits
11.1 Statement Re: Computation of Earnings Per Share
27.1 Financial Data Schedule
(B) Reports on Form 8-K
On June 2, 1997, the Company filed a report on Form 8-K
indicating a change in the Company's transfer agent and
registrar from Boatmen's Trust Company of Arkansas to
Reliance Trust Company of Atlanta effective on June 2,
1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
USA TRUCK, INC.
------------------------------------
(Registrant)
Date: 07/28/97 /s/ ROBERT M. POWELL
------------------------------ ------------------------------------
ROBERT M. POWELL
President and Chief Executive Officer
Date: 07/28/97 /s/ JERRY D. ORLER
------------------------------ ------------------------------------
JERRY D. ORLER
Vice President-Finance and
Chief Financial Officer
Page 13
<PAGE> 14
FORM 10-Q
INDEX TO EXHIBITS
USA TRUCK, INC.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
<S> <C>
11.1 Statement Re: Computation of Earnings Per Share
27.1 Financial Data Schedule
</TABLE>
Page 14
<PAGE> 1
EXHIBIT 11.1
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
USA TRUCK, INC.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
----------------------------------- -----------------------------------
1997 1996 1997 1996
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Average shares outstanding 9,358,868 9,486,620 9,352,776 9,475,748
Net effect of dilutive stock options-
based on the treasury stock method
using average market price 175,427 245,383 130,841 268,867
--------------- --------------- --------------- ---------------
Totals 9,534,295 9,732,003 9,483,617 9,744,615
=============== =============== =============== ===============
Net income $ 1,924,990 $ 768,146 $ 3,206,593 $ 1,526,395
=============== =============== =============== ===============
Net income per share $ 0.20 $ 0.08 $ 0.34 $ 0.16
=============== =============== =============== ===============
</TABLE>
Page 15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,690,810
<SECURITIES> 0
<RECEIVABLES> 14,476,496
<ALLOWANCES> 155,249
<INVENTORY> 440,283
<CURRENT-ASSETS> 20,051,239
<PP&E> 106,363,113
<DEPRECIATION> 27,265,692
<TOTAL-ASSETS> 101,919,026
<CURRENT-LIABILITIES> 19,970,399
<BONDS> 0
0
0
<COMMON> 93,589
<OTHER-SE> 47,482,792
<TOTAL-LIABILITY-AND-EQUITY> 101,919,026
<SALES> 32,079,177
<TOTAL-REVENUES> 32,079,177
<CGS> 0
<TOTAL-COSTS> 28,576,075
<OTHER-EXPENSES> 352,545
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 332,138
<INCOME-PRETAX> 3,150,557
<INCOME-TAX> 1,225,567
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,924,990
<EPS-PRIMARY> .20
<EPS-DILUTED> .0
</TABLE>
