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, 2011 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 primarily 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 three operating and reportable segments: our Trucking operating segment consisting primarily of our General Freight and Dedicated Freight service offerings; our SCS operating segment consisting entirely of our freight brokerage service offering; and our rail Intermodal operating segment.

Substantially all of our base revenue from the three reportable 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 three months ended March 31, 2012 and March 31, 2011, Trucking base revenue represented 77.6% and 83.2% of base revenue, respectively, with the remaining base revenue being generated through our SCS and Intermodal operating segments.

Our SCS and Intermodal operating segments are intended to provide services which complement our Trucking services, primarily to existing customers of our Trucking operating segment. A majority of the customers using our SCS and Intermodal services are also customers of our Trucking operating segment. For the three months ended March 31, 2012, SCS base revenue was $17.6 million, an increase of 52.1% over the same period of the prior year, representing approximately 18.0% of our consolidated revenue. For the three months ended March 31, 2012, Intermodal base revenue was $4.3 million, a decrease of 17.6% from the same period of the prior year, representing approximately 4.4% of our consolidated revenue.

We generally charge customers for our services on a per-mile basis. The expenses which have a major impact on our profitability 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 and benefits.

Trucking. Trucking includes the following 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 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.

Strategic Capacity Solutions. Our SCS operating segment consists entirely of our freight brokerage service offering which matches customer shipments with available equipment of authorized carriers and provides 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 their transportation needs. To date, a majority of the customers of SCS have also engaged us to provide services through one or more of our Trucking service offerings. For the three month periods ended March 31, 2012 and March 31, 2011, SCS services generated approximately 18.0% and 11.6%, respectively, of total base revenue.

Intermodal. Our rail Intermodal service offering provides our customers cost savings over General Freight with a slightly slower transit speed, while allowing us to reposition our equipment to maximize our freight network yield. For the three months ended March 31, 2012 and March 31, 2011, rail intermodal services generated approximately 4.4% and 5.2%, respectively, of total base revenue.

Results of Operations

Executive Overview

Our results were mixed in the first quarter. Since last August, we have been concentrating on driving sequential improvement in key performance metrics as the first step in building sustained, acceptable financial performance. For the first quarter, several of these metrics continued to improve, while our SCS and Intermodal segments also progressed. Our overall financial performance remained approximately the same as the third and fourth quarters of 2011. The improvements in certain operating metrics were offset by an increase in unmanned tractors and higher fuel prices.

We are pleased with the continued strong performance in our SCS segment, which posted growth in operating income of 15.8% to $1.5 million year-over-year despite a less robust freight environment that put pressure on our gross margins. We are also encouraged by the improvement in our Intermodal segment in which our operating loss was reduced by 43.5% to a loss of $0.2 million compared to the first quarter of 2011. These two asset-light business units produced over 22% of base revenue for the quarter and contributed a reasonable gross margin.

In our Trucking segment, the operating metrics were mixed. On the positive side, we saw meaningful improvement in equipment utilization (miles per tractor per week) and velocity (loads per tractor per week) over the second half of 2011. This improvement was better than expected given the increase in unmanned tractors, which are included in the measurements. We also saw improvement in our safety performance (measured by reportable accident frequency) and our core customer on-time service.

We did experience a sequential decline in revenue per total mile; however, our first quarter total reflected an increase of approximately 0.7% over the same quarter of the prior year. Base rate per loaded mile improved approximately 2.7% year-over-year, but higher empty miles offset some of this gain and also negatively impacted fuel surcharge revenue.

Also disappointing was an increase in our unmanned tractor count, which rose sharply in February and March. Prior to that, we had reduced unmanned tractors from a peak of 230 to approximately 100 in January. A combination of network changes, less than optimal velocity, and seasonal job alternatives caused an increase in unmanned tractors back to 200 during March.

Higher empty miles (for which we do not receive fuel surcharges) negatively impacted our net fuel cost per mile both sequentially and year-over-year. The Department of Energy average diesel price per gallon was $3.97 for the first quarter of 2012, compared with $3.57 for the first quarter of 2011 and $3.87 for the fourth quarter of 2011. Although the delivery of new, fuel-efficient tractors during 2011 contributed to a year-over-year improvement in miles per gallon, the fuel price increase combined with higher empty miles led to an increase in our net fuel cost per mile.

At March 31, our outstanding debt, less cash, represented 48.9% of our balance sheet capitalization, compared to 47.4% at December 31, 2011. And at March 31, 2012 we were in compliance with all of our debt covenants.

All-in-all, the pace of improvement in our one-way domestic truckload business is behind our expectations. We are not yet achieving optimal operating efficiencies from our network which we must attain in order to most effectively improve yield and profitability. In the near term, we believe improving velocity toward and above 3.5 loads per tractor per week is a key factor in achieving profitability. Velocity improvement will require a combination of reducing unmanned tractors, continuing to optimize the network, and enhancing the proficiency of our customer service, load planning, and fleet management personnel. In addition, we also believe improving base revenue per total mile is another key factor, which will require further reducing empty miles, improving freight mix, and obtaining rate increases where justified. We recognize that none of these key factors is a quick fix, and progress may be uneven as we shift assets, refine the network, and implement internal operations initiatives. As we look ahead in 2012, we have pushed out our expectations for improvement over 2011 into the second half of the year.

Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011

Results of Operations - Combined Services

Total base revenue decreased 1.8% to $97.8 million for the quarter ended March 31, 2012 from $99.7 million for the same quarter of 2011. We reported a net loss of $4.9 million ($0.47 per share) for the quarter ended March 31, 2012 as compared to a net loss of $2.7 million ($0.26 per share) for the comparable prior year period.

Our effective tax rate was 35.4% for the quarter ended March 31, 2012 compared to 30.6% for the same quarter of 2011. 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

Relationship of Certain Items to Base Revenue

The following table sets forth the percentage relationship of certain items to
base revenue of our Trucking operating segment for the periods indicated. Fuel
and fuel taxes are shown net of fuel surcharges.

                                             Three Months Ended
                                                 March 31,
                                              2012         2011
Base Trucking revenue                         100.0  %    100.0 %
Operating expenses and costs:
Salaries, wages and employee benefits          43.8        38.6
Fuel and fuel taxes                            17.8        17.3
Purchased transportation                        7.0         9.2
Depreciation and amortization                  14.5        15.1
Operations and maintenance                     13.5        11.2
Insurance and claims                            6.3         7.0
Operating taxes and licenses                    1.8         1.6
Communications and utilities                    1.2         1.1
Gain on disposal of revenue equipment, net    (0.7)       (1.1)
Other                                           5.3         5.0
Total operating expenses and costs            110.5       105.0
Operating loss                               (10.5)  %    (5.0) %



Key Operating Statistics:

                                              Three Months Ended
                                                   March 31,
                                              2012          2011
Operating loss (in thousands)              $ (7,956)     $ (4,117)
Total miles (in thousands) (1)                53,360        58,662
Empty mile factor (2)                           11.8 %        10.0 %
Weighted average number of tractors (3)        2,230         2,342
Average miles per tractor per period          23,928        25,048
Average miles per tractor per week             1,841         1,948
Average miles per trip (4)                       527           556
Base Trucking revenue per tractor per week $   2,619     $   2,752
Number of tractors at end of period (3)        2,250         2,338
Operating ratio (5)                            110.5 %       105.0 %

(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 are based upon loaded miles divided by the number of Trucking shipments.

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

Our base Trucking revenue decreased 8.4% from $82.9 million to $75.9 million and our operating loss was $8.0 million compared to an operating loss of $4.1 million for the same quarter of 2011. The decrease in our base Trucking revenue resulted from our miles per tractor per period decreasing 4.5%. While our loaded rate per mile improved 2.7%, it was offset by an increase in our empty mile factor of 17.9%.

Overall, our operating ratio deteriorated by 5.5 percentage points of base revenue to 110.5% from 105.0% as a result of the following factors:

· Salaries, wages and employee benefits expense increased by 5.2 percentage points of base revenue predominately due to an 8.4% reduction in Trucking base revenue, an increase in driver sign-on bonuses related to hiring more qualified drivers and, as mentioned below, a decrease in the number of independent contractors. Driver compensation costs increased in excess of $0.03 per mile, or $0.10 per share, for the quarter. During the first quarter of 2012, we continued to see evidence of a tightening market of eligible drivers related to the implementation of the Department of Transportation's ("DOT") Compliance, Safety, Accountability ("CSA") program accompanied by seasonal job alternatives for drivers that made driver retention more difficult. New hours-of-service rules being reviewed by the DOT, through the Federal Motor Carrier Safety Administration, may further reduce the pool of eligible drivers and may continue to cause increases in driver related expenses that would increase salaries, wages and employee benefits.

· Fuel and fuel taxes expense increased 0.5 percentage points of base Trucking revenue. Contributing to this increase, was a 6.7% increase in fuel prices, a 37.6% decrease in our number of independent contractors, which increased the percentage of our fleet comprised of Company trucks, for which we bear the fuel expense and, to a lesser extent, an increase in our out-of-route percentage. Partially offsetting this decrease was an improvement of 1.4% in our miles per gallons per tractor. Fuel costs will 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 independent contractors.

· Purchased transportation expense, which is comprised of independent contractor compensation and fees paid to Mexican carriers decreased by 2.2 percentage points of base Trucking revenue. This decrease is primarily the result of the above mentioned decrease in the number of independent contractors included in our fleet. Over the longer term, we expect our purchased transportation expense to increase if we achieve our long-term goal to grow our independent contractor fleet, but in the event that we are unable to recruit and retain independent contractors, this expense could continue to fall causing a corresponding increase in fuel and fuel taxes expense.

· Depreciation and amortization expense decreased 0.6 percentage points of base Trucking revenue. During the quarter, we purchased 65 tractors and disposed of a total of 140 tractors and 99 trailers. As our unmanned tractor count increased throughout the quarter, we delayed in-servicing some of the new equipment while selling some of the older equipment. This resulted in a decrease in depreciation and amortization expense. In addition, effective May 1, 2011, the Company changed the time period over which it depreciates its 2005 model year and newer trailers to 14 years from 10 years and it changed the amount of the salvage value to which those trailers are being depreciated from 25.0% of the original purchase price to $500. This change in estimate resulted in a reduction of depreciation expense on a pre-tax basis of approximately $0.6 million and on a net-of-tax basis of approximately $0.4 million ($0.03 per share) during the quarter. 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 2.3 percentage points of base Trucking revenue primarily due to a 14.8% increase in direct repair costs related to new engine emissions requirements mandated by the EPA, various rules imposed by California's Air Resources Board, the higher mileage equipment remaining in our fleet and the increase in the cost of parts and tires. Our average tractor age as of March 31, 2012 was 28.8 months compared to 27.5 months at March 31, 2011, whereas our average trailer age was 73.5 months and 66.2 months, respectively. Operations and maintenance expense may increase in the future if we delay the purchase of new equipment and the age of our equipment continues to increase.

· Insurance and claims expense decreased 0.7 percentage points of base Trucking revenue. During the March 31, 2012 quarter, we experienced fewer winter related accidents as compared to the March 31, 2011 quarter due to the mild winter weather. In addition, the continuing education of our drivers regarding accident prevention is assisting in reducing insurance and claims expense. If we are able to continue to successfully execute our "War on Accidents" safety initiative, we would expect insurance and claims expense to continue to decrease over the long term, though remaining volatile from period-to-period.

· Other expenses increased 0.3 percentage points of base Trucking revenue as a result of increased driver recruiting expenses and an increase in professional services. The DOT'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. The percentage of unmanned trucks in the first quarter decreased by 26.5%. However, due in large part to a reduction in our miles per tractor per week, we experienced a 39.8% increase in driver turnover. While our driver recruiting costs have trended upward the past several quarters, we expect that most of these costs will subside upon reaching our goal of 3% unmanned tractors, but this could take several quarters to achieve given our current unmanned tractor count. In the event that we are unable to retain existing drivers or attract new drivers and drive down our unmanned tractor count in the future, we would expect other expenses to increase as a percentage of base Trucking revenue. The increase in professional services is primarily related to additional consulting and legal fees.

· Gain on the disposal of equipment decreased 0.4 percentage points in the quarter ended March 31, 2012 as a result of fewer sales of our tractors and trailers. Despite the reduction in gains, the market for used equipment remains strong. If the used equipment market was to soften or we decided to keep our equipment for a longer period of time, gains on disposal of equipment could decrease.

Results of Operations - Strategic Capacity Solutions

The following table sets forth certain information relating to our SCS segment
for the periods indicated:

                                     Three Months Ended
                                         March 31,
                                   2012           2011
Total SCS revenue                $  26,344     $  16,462
Intercompany revenue               (5,192)       (2,425)
Net revenue                      $  21,152     $  14,037

Operating income (in thousands)  $   1,544     $   1,333
Gross margin (1)                      14.4 %        15.6 %

(1) Gross margin is calculated by taking total SCS revenue less purchased transportation and dividing that amount by total SCS revenue. This calculation includes intercompany revenue and expenses.

Net revenue from SCS increased 50.7% to $21.2 million from $14.0 million, while operating income increased 15.8% to $1.5 million from $1.3 million. This increase was primarily a result of the continued expansion of our SCS operations as we added five branch offices since the first quarter of 2011, bringing the total number of branches to 13 at March 31, 2012. This increase was partially offset by a 7.7% decline in gross margin. If we are successful in continuing to build our SCS business, we would expect to see expenses as a percent of total revenue decline further in the next several quarters.

Results of Operations - Intermodal Operations

The following table sets forth certain information relating to our Intermodal
operating segment for the periods indicated:

                                    Three Months Ended March 31,
                                     2012                2011
Total Intermodal revenue (1)      $      5,708        $      7,429
Intercompany revenue                     (155)               (698)
Net revenue                       $      5,553        $      6,731

Operating (loss) (in thousands)   $      (224)        $      (398)
Gross margin (2)                          21.5 %               6.0 %

(1) Includes fuel surcharge revenue.

(2) Gross margin is calculated by taking total Intermodal revenue less purchased transportation and dividing that amount by total Intermodal revenue. This calculation includes intercompany revenue and expenses.

Total net revenue from our Intermodal operating segment decreased 17.5% to $5.6 million from $6.7 million. We have had a difficult time achieving the lane density needed to operate the containers well enough to overcome the fixed costs associated with them. We continue to try to improve our lane density and cull business that does not cover the costs associated with operating our containers. Without the lane density needed to achieve the covering of our costs, we opted to incur additional fixed costs associated with idle containers related to chassis rentals and storage. The 259.8% improvement in gross margin percentage was offset by the $0.4 million fixed expense incurred related to the containers during the first quarter of 2012.

Seasonality

In the trucking industry, revenue generally decreases 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 revenue 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

Most of our operating expenses are inflation sensitive, and we have not always been able to offset inflation-driven cost increases through increases in our revenue per mile and our cost control efforts. The effect of inflation-driven cost increases on our overall operating costs is not 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 fuel prices and fuel taxes have generally increased in recent years. We have not experienced difficulty in maintaining necessary fuel supplies. Typically, we are not able to fully recover increases in fuel prices through rate increases and fuel surcharges, primarily because those items do not provide any benefit with respect to empty and out-of-route miles, for which we typically do not receive compensation from customers. We do not have any long-term fuel purchase contracts and we have not entered into any other hedging arrangements that . . .