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:

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.

Substantially all of our base revenue from both operating segments is generated by transporting, or arranging for the transportation of, freight for customers and is predominantly affected by the rates per mile received from our customers and similar operating costs. For the six months ended June 30, 2009 and 2008, Trucking base revenue represented 96.3% and 96.0% of base revenue, respectively, with the remaining base revenue being generated through Strategic Capacity Solutions.

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 offering provided to our customers:

• Freight Brokerage. Our Freight Brokerage service offering matches customer shipments with available equipment of other carriers when it is not feasible to use our own equipment.

• 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.

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 June 30, 2009 and 2008, rail intermodal service offerings generated approximately 2.2% and 0.6%, respectively, of total base revenue. For the six months ended June 30, 2009 and 2008, rail intermodal service offerings generated approximately 2.1% and 0.5%, respectively, of total base revenue.

Results of Operations

Executive Overview

Freight conditions have steadily deteriorated since the current freight depression began in the second half of 2006. Freight availability remains at historically low levels and pricing competition has been fierce as excess tractor capacity, buoyed by lenient lenders and lower fuel prices, continues to exist in the marketplace.

Against that backdrop, we have driven profound change within our business model, and there are measurable signs of progress within the various initiatives supporting our VEVA (Vision for Economic Value Added) strategic plan:

• Our cost structure, which was already among the best in the industry, continues to improve. We removed $2.8 million of fixed costs and slightly reduced our variable trucking costs per mile compared to the same quarter of the previous year.

• Our War on Accidents initiative has produced consistent improvements. Since this initiative's inception in the second half of 2007, DOT reportable accident frequency has fallen 25.9% and our total accident frequency has fallen 14.8%. Those results are driving lower insurance and claims expense on our statement of operations (down 50 basis points as a percentage of base revenue for the quarter and 70 basis points year- to-date).

• Our non-driver staff is more lean and productive than ever before. Since the beginning of 2008, we have reduced our non-driver headcount by approximately 200 employees, or 24.4%. At the same time, we have taken advantage of opportunities presented by this economic environment to attract and hire talent in key areas such as intermodal, brokerage, sales, operations, pricing and engineering.

• We have achieved our goal of making owner operators 5-10% of our total fleet. For the three months ended June 30, 2009, the average size of our owner-operator fleet grew 68.9% to 152 (which is 6.5% of our total tractor fleet) as compared to the comparable period of 2008. However, until freight conditions improve, we have temporarily halted the growth of our owner-operator fleet.

• We are in the midst of a multi-year plan to upgrade our basic technology systems and we are rapidly developing and deploying decision-support software for our front-line personnel to complement those basic systems.

• Our Brokerage service offering remains profitable; however its base revenue shrank by approximately 28.4% for the quarter, due in large part to the difficult freight conditions. In response, we have redesigned our Brokerage model to place increased emphasis on direct sales to new customers and better integrate brokerage opportunities into the services provided to existing customers. We are now ramping up our capabilities to aggressively grow Brokerage over the next few years.

• Our Intermodal service offering is profitable and its base revenue nearly doubled, growing approximately 184% off of a small base to $1.8 million for the quarter. The intermodal environment is very competitive, so we are pleased that we were able to profitably grow that service despite our relatively small presence in the marketplace. As our intermodal experience grows, so does the clarity of our vision for its future as an integrated service offering for our customers.

• Our base Trucking revenue per loaded mile improved 3.0% for the quarter, and our revenue per total mile (including empty miles) was the highest in our history. We accomplished that improvement primarily through freight network enhancements, not through price increases to our customers. The evolution of our freight network from one predicated on long-haul to a more regionalized model is still underway, and that evolution will continue for some time. The effect of our network evolution is evident, not only in the improved pricing, but also in the shortening length-of-haul (down to 590 miles for the quarter, the shortest in our history).

• Our historical freight network was built to route a great deal of inbound trucks to the Midwest. The collapse of the automotive industry, along with the downturn in other manufacturing industries, created a significant network imbalance between available trucks and available loads in the Midwest. We are making progress towards restoring balance in that area, but it has been slowed by intense price competition.

• An average of 6.0% of our fleet was unmanned during the quarter (compared to 3.4% a year ago). Although the trucks were parked intentionally due to the overall lack of freight availability, the unmanned tractors hindered our miles per tractor per week as these tractors are counted in the denominator of that calculation.

• There has been considerable disruption to our freight network nationwide as shippers have repeatedly rebid and re-awarded lanes to capitalize on truckload pricing competition. The effect of that disruption led to a constantly changing mix of lanes for carriers as they win or lose lanes in the bidding process. Our utilization was negatively affected by our desire to protect our rate structure, but we have implemented additional processes to identify where competitive pricing would allow us to retain profitable customers in key traffic lanes that we might otherwise lose to pricing competition.

• That effect has been exacerbated at USA Truck by our own proactive efforts to evolve our network towards a shorter length-of-haul. It is unrealistic for us to believe that we could avoid a dip in fleet productivity amidst all of these internal and external changes.

We believe we have now implemented the broad organizational changes necessary to reposition our business model to produce more robust earnings and growth in the future. We are confident that the progress we have made on our VEVA strategic plan will serve our customers, our employees and our shareholders well when economic conditions improve.

In the meantime, our primary focus will remain on the daily execution of the fundamental processes that will allow us to rebuild our load volume with the right freight in the right lanes, and to continue integrating Intermodal and Brokerage with our traditional Trucking service to further strengthen our value proposition to our customers.

Improved cash flow from operations and a reduced level of capital expenditures combined to produce positive free cash flow (cash flow from operations less net capital expenditures) that helped strengthen our balance sheet. We have reduced our debt approximately $10.6 million (to $87.0 million) year-to-date, which has provided us with ample working capital availability and reduced our debt, less cash, to total capitalization ratio to 36.6%. We expect capital expenditures to remain light for the remainder of the year as we project that our average tractor age will only be 2.2 years by year-end. We are not projecting a material increase in capital expenditures until the second half of 2010.

We do not anticipate a meaningful recovery in freight demand during the remainder of 2009. We believe that the truckload industry's prospects for recovery are heavily tied to business inventories, which remain well above their historical inventory-to-sales ratio. Once inventory destocking ends, then we believe that inventory replenishment will provide a boost to trucking volumes. However, such an event seems unlikely in the near term based on current sales and inventory trends.

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.

We do not believe that a reconciliation of the information presented on this basis and corresponding information comparing operating costs and expenses to total revenue would be meaningful. Data regarding both total revenue, which includes the fuel surcharge, and base revenue, which excludes the fuel surcharge, is included in the Consolidated Statements of Operations included in this report.

Base revenues 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

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        Six Months Ended
                                                  June 30,                 June 30,
                                              2009         2008         2009       2008
Base revenue                                 100.0  %      100.0 %     100.0 %    100.0 %
Operating expenses and costs:
Salaries, wages and employee benefits         38.1          39.3        38.9       40.5
Depreciation and amortization                 15.0          12.0        15.1       12.3
Fuel and fuel taxes (1)                       13.3          15.0        12.9       16.4
Purchased transportation (2)                  12.5           8.5        11.9        7.9
Operations and maintenance                     7.6           6.3         8.3        6.8
Insurance and claims                           6.8           7.3         6.8        7.5
Operating taxes and licenses                   1.8           1.6         1.9        1.6
Communications and utilities                   1.2           1.0         1.2        1.0
Gain on disposal of revenue equipment, net      --            --          --         --
Other                                          4.4           4.1         4.4        4.2
Total operating expenses and costs           100.7          95.1       101.4       98.2
Operating (loss) income                      (0.7)           4.9       (1.4)        1.8
Other expenses (income):
Interest expense                               0.9           1.1         0.9        1.2
Other, net                                      --         (0.1)          --      (0.1)
Total other expenses, net                      0.9           1.0         0.9        1.1
(Loss) income before income taxes            (1.6)           3.9       (2.3)        0.7
Income tax (benefit) expense                 (0.2)           1.8       (0.5)        0.6
Net (loss) income                            (1.4)  %        2.1 %     (1.8) %      0.1 %

(1) Net of fuel surcharges from Trucking operations.

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

Three Months Ended June 30, 2009 Compared to Three Months Ended June 30, 2008

Results of Operations - Combined Services

Our base revenue decreased 21.8% from $103.8 million to $81.2 million, for the reasons addressed in the Trucking and the Strategic Capacity Solutions sections below.

Net loss for all service offerings was $1.1 million for the three months ended June 30, 2009, as compared to a net income of $2.1 million for the same period of 2008.

Overall, our operating ratio increased by 5.6 percentage points of base revenue to 100.7% as a result of the following factors:

• Salaries, wages and employee benefits decreased by 1.2 percentage points of base revenue due to a 68.9% increase in weighted average owner-operator tractors (from 90 to 152) and a 2.3% decrease in driver pay per mile, a 26.7% reduction in miles driven by Company drivers and a 19.2% reduction in our non-driver headcount. If we are able to expand our Strategic Capacity Solutions revenue we would expect salaries, wages and employee benefits to continue to decrease as a percentage of base revenue absent offsetting increases in those expenses.

• Depreciation and amortization increased 3.0 percentage points of base revenue due to a 17.0% decrease in miles per tractor per week and a 7.6% increase in depreciation per tractor. Prices for new tractors have risen in recent

• Fuel and fuel taxes decreased by 1.7 percentage points of base revenue due to a 48.5% decrease in the price per gallon of diesel, a 26.4% reduction in the total gallons of diesel purchased and a slight improvement in our fleet fuel efficiency. 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.

• Insurance and claims decreased by 0.5 percentage points of base revenue due to a decrease in adverse claims experience and a reduction in accident frequency as our War on Accidents safety initiative continued to drive improvements in our safety performance. If we are able to continue to execute this initiative, we would expect insurance and claims expense to continue to gradually decrease as a percentage of base revenue in the long term, though remaining volatile from period to period.

• Operations and maintenance increased 1.3 percentage points of base revenue due to a 21.8% decrease in base revenue and a 13.6% increase in tolls and weight tickets. For the three months ended June 30, 2009, the change in estimate effected by a change in principle relating to our accounting for tires as prepaid expense resulted in a reduction of operations and maintenance expense on a pre-tax basis of approximately $1.4 million and on a net of tax basis of approximately $0.9 million ($0.08 per share).

• 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 4.0 percentage points of base revenue due primarily to a 33.8% 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 long-term goals to grow our owner-operator fleet and increase the revenue of our Strategic Capacity Solutions operating segment. However, until freight conditions improve, we have temporarily halted the growth of our owner-operator fleet.

• Our effective tax rate decreased from 47.3% in 2008 to 12.1% 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:

                                                                               Three Months Ended June 30,
                                                                                    2009            2008
Total miles (in thousands) (1)                                                      58,705         76,298
Empty mile factor (2)                                                                 10.8 %          9.9 %
Weighted average number of tractors (3)                                              2,354          2,540
Average miles per tractor per period                                                24,938         30,039
Average miles per tractor per week                                                   1,918          2,311
Average miles per trip (4)                                                             590            715
Base Trucking revenue per tractor per week                                     $     2,546        $ 3,009
Number of tractors at end of period (3)                                              2,325          2,538
Operating ratio (5)                                                                  100.7 %         95.1 %

(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.

. . .