Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements generally may be identified by their use of terms or phrases such as "expects," "estimates," "anticipates," "projects," "believes," "plans," "intends," "may," "will," "should," "could," "potential," "continue," "future," and terms or phrases of similar substance. Forward-looking statements are based upon the current beliefs and expectations of our management and 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. Accordingly, actual results may differ from those set forth in the forward-looking statements. Readers should review and consider the factors that may affect future results and other disclosures by the Company in its press releases, Annual Report on Form 10-K, and other filings with the Securities and Exchange Commission. Additional risks associated with our operations are discussed in our Annual Report on Form 10-K for the year ended December 31, 2008 under the heading "Risk Factors" in Item 1A of that report and updates, if any, to that information are included in Item 1A of Part II of this report. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report might not occur.

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.

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto and other financial information that appears elsewhere in this report.

Overview

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand USA Truck, Inc., our operations and our present business environment. MD&A is provided as a supplement to and should be read in conjunction with our consolidated financial statements and notes thereto and other financial information that appears elsewhere in this report. This overview summarizes the MD&A, which includes the following sections:

Our Business - a general description of our business, the organization of our operations and the service offerings that comprise our operations.

Results of Operations - an analysis of our consolidated results of operations for the periods presented in our consolidated financial statements and a discussion of seasonality, the potential impact of inflation and fuel availability and cost.

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

Liquidity and Capital Resources - an analysis of cash flows, sources and uses of cash, debt, equity and contractual obligations.

Critical Accounting Estimates - a discussion of accounting policies that require critical judgment and estimates.

Our Business

We operate in the for-hire truckload segment of the trucking industry. Customers in a variety of industries engage us to haul truckload quantities of freight, with the trailer we use to haul that freight being assigned exclusively to that customer's freight until delivery. Our business is classified into the Trucking operating segment and the Strategic Capacity Solutions operating segment, which we previously designated as operating divisions. Our Trucking operating segment includes those transportation services in which we use Company-owned tractors and owner-operator tractors, as well as Trailer-on-Flat-Car rail intermodal service. Our Strategic Capacity Solutions operating segment, which we previously referred to as USA Logistics, consists of services such as freight brokerage, transportation scheduling, routing and mode selection, as well as Container-on-Flat-Car rail intermodal service, which typically do not involve the use of Company-owned or owner-operator equipment. Both Trucking and Strategic Capacity Solutions have similar economic characteristics and are impacted by virtually the same economic factors as discussed elsewhere in this report. Accordingly, they have been aggregated into one segment for financial reporting purposes.

We generally charge customers for our services on a per-mile basis. The main factors that impact our profitability on the expense side are the variable costs of transporting freight for our customers. The variable costs include fuel expense, insurance and claims, and driver-related expenses, such as wages, benefits, training and recruitment.

Trucking. Trucking includes the following three primary service offerings provided to our customers:

• 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 revenues from these services. Beginning with the first quarter of 2008, we began including our Regional Freight operations as part of our General Freight service offering for reporting purposes. Regional Freight refers to truckload freight services that involve a length-of-haul of approximately 500 miles or less.

• Trailer-on-Flat-Car. During December 2007, we began including rail intermodal service revenue to the extent a Company trailer is used in providing the service. Our Trailer-on-Flat-Car service offering provides our customers cost savings over General Freight with a transit speed slightly slower. It also allows us to reposition our equipment to maximize our freight network yield.

• 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.

Strategic Capacity Solutions. Strategic Capacity Solutions includes the following primary service offerings provided to our customers:

• Freight Brokerage. Our Freight Brokerage service offering matches customer shipments with available equipment of independent third party carriers.

• Container-on-Flat-Car. During December 2007, we began including rail intermodal service revenue to the extent Company equipment is not used in providing the service. Our Container-on-Flat-Car service offering matches customer shipments with available containers of other carriers when it is not feasible to use our own equipment.

Our Strategic Capacity Solutions service offerings provide services that complement our Trucking operations. We provide these services primarily to our existing Trucking customers, many of whom prefer to rely on a single carrier, or a small group of carriers, to provide all of their transportation needs. To date, a majority of the customers of Strategic Capacity Solutions have also engaged us to provide services through one or more of our Trucking service offerings.

During December 2007, we also began offering rail intermodal services. Intermodal shipping is a method of transporting freight using multiple modes of transportation between origin and destination, with the freight typically remaining in a trailer or special container throughout the trip. Our rail intermodal service offerings involve transporting, or arranging the transportation of, freight on trucks to a third party who uses a different mode of transportation, specifically rail, to complete the other portion of the shipment. For the three months ended March 31, 2009 and March 31, 2008, rail intermodal service offerings generated approximately 1.9% and 0.3%, respectively, of total base revenue.

Results of Operations

Executive Overview

This quarter presented the most challenging operating environment that we have ever experienced. The quarter ended March 31, 2009, was characterized by a severe contraction in freight volume resulting from the current economic recession and from inventory reductions by both manufacturers and retailers. Though the current freight recession began in the third quarter of 2006, freight volume declines accelerated markedly between November 2008 and January 2009. Although volumes have stabilized since January, albeit at historically low levels, the truckload industry continues to be plagued by too many trucks chasing too little freight, which is spawning fierce, and often irrational, price competition.

• We are committed to improving the pricing yield within our Trucking segment. Consistent with that philosophy, our Velocity and Yield Management initiatives helped us reduce our length-of-haul by 11.2% and increase our Trucking base revenue per total mile by 2.5%, despite the increasingly competitive pricing environment. To eliminate the most unprofitable freight in our network, we reduced our Company-owned tractor fleet by 10.2% (6.7% net of owner-operator tractor additions).

• We grew our Intermodal base revenue five-fold to $1.6 million.

• We continued implementing our Project People initiative, which is designed to align the interests and efforts of every employee to achieve our long-term strategic objectives. As the tenets of that initiative were implemented, we experienced a 19.9% reduction in our non-driver head count, raising our driver to non-driver ratio from 3.5:1 to 4.1:1.

• We reduced the dollars spent on insurance and claims expense by 25.0% as our War on Accidents initiative continued to drive improvements in our safety performance. Our frequency of Department of Transportation recordable accidents was down 27.6% and our total accident frequency was down 5.6%.

• Consistent with our Cost Discipline initiative, we reduced both fixed costs and variable costs per mile.

• Although our Freight Brokerage base revenue declined 21.9% as a result of the overall decline in freight demand, we have continued to build our brokerage infrastructure by establishing or growing branches in Van Buren, AR, Shreveport, LA, Springdale, AR and Atlanta, GA.

Despite those successes, our earnings were hampered by the overall lack of freight demand which drove miles per tractor per week down by 9.7%. While we have raised our revenue per mile and decreased our variable operating costs per mile, that increased "spread" is not yet sufficient to cover our reduced fixed costs during a quarter like this.

Our balance sheet, cash flow and borrowing availability are all stronger today than they were a year ago. Despite higher equipment maintenance costs during the quarter, we are comfortable with the age and mileage of our tractor fleet. We will continue to protect our balance sheet with conservative capital expenditure decisions during 2009.

Looking to the next few quarters, it is hard to predict when freight demand will improve. We anticipate that freight availability will remain near historical lows for the foreseeable future, which will hinder near-term earnings. We have identified additional cost-cutting opportunities to implement during the second quarter, but we are cognizant that costs are not the primary hurdle to improving earnings for USA Truck. We are consistently among the best cost managers in the truckload industry as measured by operating costs per mile. Cutting costs too aggressively could jeopardize our ability to capitalize on the inevitable economic recovery. In the short term, any changes in our earnings are likely to be driven by changes in general freight demand and supply. Over the long term, the key to unlocking our earnings leverage lies in our pricing, which has lagged the industry average due to the nuances of our historical long-haul model. Improving our pricing does not necessarily require that we raise our prices, but rather that we refine the mix of lanes within our freight network to yield better average pricing. Thus, we will continue to focus all of our efforts and resources on our freight network to drive yield improvements to the extent possible in this challenging economic environment.

Note Regarding Presentation

By agreement with our customers, and consistent with industry practice, we add a graduated surcharge to the rates we charge our customers as diesel fuel prices increase above an agreed-upon baseline price per gallon. The surcharge is designed to approximately offset increases in fuel costs above the baseline. Fuel prices are volatile, and the fuel surcharge increases our revenue at different rates for each period. We believe that comparing operating costs and expenses to total revenue, including the fuel surcharge, could provide a distorted comparison of our operating performance, particularly when comparing results for current and prior periods. Therefore, we have used base revenue, which excludes the fuel surcharge revenue, and instead taken the fuel surcharge as a credit against the fuel and fuel taxes and purchased transportation line items in the table setting forth the percentage relationship of certain items to base revenue below.

Base revenue from our Strategic Capacity Solutions operating segment, consisting primarily of base revenues from our Freight Brokerage service offering, have fluctuated in recent periods. This service does not involve the use of our tractors and trailers. Therefore, an increase in these revenues 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, and a decrease in these revenues tends to cause those expenses to increase as a percentage of base revenue with a related change in Purchased Transportation expense. Since changes in Strategic Capacity Solutions revenue 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 Strategic Capacity Solutions operating segment decreased approximately 18.8% for the three months ended March 31, 2009, compared to the same period of the prior year. Base revenue from our Strategic Capacity Solutions operating segment represented only 3.4% of total base revenue for the three months ended March 31, 2009.

Relationship of Certain Items to Base Revenue

The following table sets forth the percentage relationship of certain items to
base revenue for the periods indicated. The period-to-period comparisons below
should be read in conjunction with this table and our Consolidated Statements
of Operations and accompanying notes.



                                             Three Months Ended
                                                  March 31,
                                              2009         2008
Base revenue                                 100.0 %       100.0 %
Operating expenses and costs:
Salaries, wages and employee benefits         39.6          41.7
Fuel and fuel taxes (1)                       12.6          18.0
Depreciation and amortization                 15.1          12.5
Purchased transportation (2)                  11.4           7.2
Operations and maintenance                     9.0           7.3
Insurance and claims                           6.8           7.8
Operating taxes and licenses                   1.9           1.6
Communications and utilities                   1.2           1.1
Loss on disposal of revenue equipment, net      --            --
Other                                          4.4           4.3
Total operating expenses and costs           102.0         101.5
Operating loss                               (2.0)         (1.5)
Other expenses:
Interest expense                               1.0           1.2
Other, net                                      --            --
Total other expenses, net                      1.0           1.2
Loss before income taxes                     (3.0)         (2.7)
Income tax benefit                           (0.7)         (0.7)
Net loss                                     (2.3) %       (2.0) %

(1) Net of fuel surcharge revenue.

(2) Net of fuel surcharges from Strategic Capacity Solutions operations.

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

Results of Operations - Combined Services

Our base revenue decreased 14.7% from $97.1 million to $82.8 million, for the reasons addressed in the Trucking and the Strategic Capacity Solutions sections below.

Net loss for all divisions was $1.88 million for the three months ended March 31, 2009, as compared to a net loss of $1.95 million for the same period of 2008.

• Salaries, wages and employee benefits decreased by 2.1 percentage points of base revenue due to a 19.9% reduction in non-driver headcount, a 107.9% increase in weighted average owner-operator tractors (from 76 to 158), a 2.8% increase in our base revenue per loaded mile and a 2.9% decrease in driver pay per mile. If we are able to expand our Strategic Capacity Solutions revenue and continue to grow our owner-operator fleet as a percentage of our total fleet (currently 6.6%), we would expect salaries, wages and employee benefits to continue to decrease as a percentage of base revenue absent offsetting increases in those expenses.

• Fuel and fuel taxes decreased by 5.4 percentage points of base revenue due to a 42.1% decrease in the price per gallon of diesel, a 1.7% improvement in our fleet fuel efficiency and a 22.9% reduction in the total gallons of diesel purchased. Fuel costs may continue to be affected in the future by price fluctuations, the terms and collectability of fuel surcharges, the percentage of total miles driven by owner-operators, the diversification of our business model into less asset-intensive operations and fuel efficiency.

• Depreciation and amortization increased 2.6 percentage points of base revenue due to a 13.8% increase in depreciation per tractor and a 9.7% decrease in miles per tractor per week. Prices for new tractors have risen in recent years due to Environmental Protection Agency mandates on engine emissions. Depreciation and amortization may continue to be affected in the future as original equipment manufacturers increase the prices for their new tractors and trailers.

• Purchased transportation, which is comprised of owner-operator compensation and fees paid to external transportation providers such as railroads, drayage carriers, broker carriers and Mexican carriers, increased by 4.2 percentage points of base revenue due primarily to a 61.8% increase in fees paid to owner-operators. We expect this expense would continue to increase when compared to prior periods if we can achieve our goals to grow our owner-operator fleet and increase the revenue of our Strategic Capacity Solutions operating segment.

• Operations and maintenance increased 1.7 percentage points of base revenue due to a 14.7% decrease in base revenue, a 9.4% increase in average direct repairs per unit associated with an increase in the average age of the tractor fleet, and a 23.3% increase in tolls and weight tickets.

• Insurance and claims decreased by 1.0 percentage points of base revenue due to a decrease in adverse claims experience and a reduction in accident frequency. Department of Transportation reportable accidents declined 27.6% and our total accident frequency was down 5.6%. If we are able to continue to execute our War on Accidents safety initiative, we would expect insurance and claims expense to continue to gradually decrease in the long term, though remaining volatile from period to period.

• Our effective tax rate increased from 24.5% in 2008 to 24.7% in 2009. Income tax expense varies from the amount computed by applying the federal tax rate to income before income taxes primarily due to state income taxes, net of federal income tax effect, adjusted for permanent differences, the most significant of which is the effect of the per diem pay structure for drivers. Due to the partially nondeductible effect of per diem payments, our tax rate will vary in future periods based on fluctuations in earnings and in the number of drivers who elect to receive this pay structure.

Results of Operations - Trucking

Key Operating Statistics:



                                                                                  Trucking Operations
                                                                             Three Months Ended March 31,
                                                                                 2009              2008
Total miles (in thousands) (1)                                                      61,617        73,980
Empty mile factor (2)                                                                 11.5 %        11.1 %
Weighted average number of tractors (3)                                              2,386         2,558
Average miles per tractor per period                                                25,824        28,921
Average miles per tractor per week                                                   2,009         2,225
Average miles per trip (4)                                                             651           733
Base Trucking revenue per tractor per week                                    $      2,608       $ 2,816
Number of tractors at end of period (3)                                              2,376         2,566

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

(3) Tractors include Company-operated tractors plus owner-operator tractors.

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

Base Revenue

Base revenue from Trucking decreased by 14.6% to $80.0 million. The decrease was the result of several factors:

• A 9.7% decrease in the miles per tractor per week and a 6.7% decrease in the weighted average number of tractors.
• General Freight revenue decreased 12.5% and Dedicated Freight base revenue decreased 49.0%. This decrease was partially offset by the addition of our Trailer-on-Flat-Car Intermodal service offering (from $0.2 million to $1.4 million).
• Although diesel fuel prices were lower in the 2009 quarter, the decline was not enough to offset deteriorating freight demand. We believe these lower diesel prices provided a working capital boost to marginal carriers, thus allowing them to continue their operations thereby exacerbating the imbalance between industry truck supply and freight demand.
• The deterioration in the freight environment took its toll on our performance this quarter. The most significant impact of the deterioration was a reduction in Trucking base revenue, which resulted in a 9.7% decline in our tractor utilization. The reduced utilization muted the effects of the lower fuel prices (since lower fuel prices are only relevant if we are running miles).

Overall, the weighted average size of our Trucking segment's tractor fleet decreased 6.7%. We reduced the weighted average size of the Company-owned tractor fleet by 10.2% to 2,228 tractors and grew our weighted average owner-operator fleet by 107.9% to 158 tractors.

We are committed to improving the pricing yield within our Trucking segment. Consistent with that philosophy, our Velocity and Yield Management initiatives helped us reduce our average length-of-haul by 11.2% and increase our Trucking base revenue per total mile by 2.5%.

Results of Operations - Strategic Capacity Solutions

We have strategically targeted Freight Brokerage and Rail Intermodal for growth. Although our Freight Brokerage base revenue declined 21.9% as a result of the overall decline in freight demand, we have continued to build our brokerage infrastructure by establishing or growing branches in Van Buren, AR, Shreveport, LA, Springdale, AR and Atlanta, GA. Base revenue from our Container-on-Flat-Car service offering grew from $0.1 million to $0.2 million. Base revenue from Strategic Capacity Solutions decreased 18.8% to $2.8 million primarily due to the above mentioned decrease in our Freight Brokerage base revenue.

Seasonality

In the trucking industry, revenues generally decrease as customers reduce 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. Future revenues could be impacted if customers, particularly those with manufacturing operations, reduce shipments due to temporary plant closings. Historically, many of our customers have closed their plants for maintenance or other reasons during January and July.

Inflation

Although most of our operating expenses are inflation sensitive, the effect of inflation on revenue and operating costs has been minimal in recent years. The effect of inflation-driven cost increases on our overall operating costs would not be expected to be greater for us than for our competitors.

Fuel Availability and Cost

The motor carrier industry is dependent upon the availability of fuel. Fuel shortages or increases in fuel taxes or fuel costs have adversely affected our profitability and will continue to do so. Fuel prices have fluctuated widely and . . .