In the trucking industry, revenue has historically followedtypically follows a seasonal pattern for various commodities and customer businesses.  Peak freight demand has historically occurred in the thirdmonths of September, October and early fourth quarters.November.  After the December holiday season and during the remaining winter months, freight volumes are typically lower as many customers reduce shipment levels.  Operating expenses have historically been higher in the winter months due primarily to decreased fuel efficiency, increased cold weather-related maintenance costs of revenue equipment and increased insurance and claims costs attributed to adverse winter weatherdriving conditions.  Revenue can also be impacted by weather, holidays and the number of business days that occur during a given period, as revenue is directly related to the available working days of shippers.

The Company maintains a website, www.usa-truck.com, where additional information regarding USA Truck'sTruck’s business and operations may be found.  The website address is www.usa-truck.com.  The website provides certain investor information available free of charge as soon as reasonably practicable after electronically filing such materials with the SEC.  These materials include the Company'sCompany’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, stock ownership reports filed under Section 16 of the Exchange Act, and any amendments to such reports we file or furnish pursuant to Section 13(a) or 15(d) of the Exchange Act.  Information provided on the Company website is notneither part of nor incorporated by reference into this Form 10-K and you should not consider information on our websiteor any other report we file with or furnish to be part of this Form 10-K.

The following risks and uncertainties may cause our actual results, business, financial condition and cash flows to differ from those anticipated in the forward-looking statements included in this Form 10-K.  You should

Operational and Strategic Risks

We could be negatively impacted by the ongoing COVID-19 outbreak or other similar outbreaks.

The COVID-19 outbreak, including its variants, has resulted in government authorities in the United States and around the world implementing measures to try to reduce the spread of COVID-19, such as travel bans and restrictions, quarantines, vaccination, testing, or mask mandates, shelter in place or total lock-down orders and business limitations and shutdowns.  As a result of the COVID-19 outbreak and the related responses from government authorities, our business operations, financial performance, results of operations and liquidity may be adversely impacted in a number of ways, including, but not place undue reliance on forward-looking statements made herein because such statements speak onlylimited to, the date they were made.  We undertake no obligation or dutyfollowing:

The truckload industry is highly cyclical, and our business is dependent on a number of factors that may have a materially adverse effect on our results of operations, many of which are beyond our control.  We believe that some of the most significant of these factors include (i) recessionary economic cycles; (ii) changes in customers’ inventory levels and practices, including shrinking product/package sizes, and in the availability of funding for their working capital; (iii) changes in the way our customers choose to utilize our services; (iv) downturns in our customers’ business cycles, including declines in consumer spending, (v) excess tractor and trailertrucking capacity in the trucking industry in comparison with shipping demand; (ii)(vi) driver shortages and increases in driver compensation; (iii)(viii) the availability and price of new revenue equipment and/or declines in the resale value of used revenue equipment; (iv)(ix) the impact of the COVID-19 pandemic; (x) compliance with ongoing regulatory requirements; (v)(xi) strikes, work stoppages or work slowdowns at our facilities or at customer, port, border crossing or other shipping-related facilities; (vi)(xii) increases in interest rates, fuel taxes, insurance, tolls, and license and registration fees; and (vii)(xiii) rising costs of healthcare.

Economic conditions that decrease shipping demand or increase the supply of available tractors and trailers can exert downward pressure on rates and equipment utilization, thereby decreasing asset productivity.  For our USAT Logistics segment, imbalance between capacity and demand is usually favorable to our financial performance, while market equilibrium is usually unfavorable to our financial performance as logistics services are generally of less value to either shippers or carriers in such environment.  The risks associated with these factors are heightened when the United States economy is weakened.  Some of the principal risks during such times, which risks we have experienced during prior recessionary periods, are as follows:

We are subject to risk with respect to higher prices for new tractors and trailers.  We have experienced an increase in prices for new tractors over the past few years, a significant increase in costs in recent quarters, and the resale value of the used tractors has not increased to the same extent.  Prices have increased and may continue to increase, due, in part, to government regulations applicable to newly manufactured tractors, trailers and diesel engines, higher commodity prices, and the pricing power of equipment manufacturers.  In addition, we have recently equippedequip our tractors with safety, aerodynamic, and other options that increase the price of new equipment.  More restrictive EPA and state emissions standards have required manufacturers to introduce new engines.  These regulations have increased the cost of our new tractors and could impair equipment productivity, result in lower fuel mileage, and increase our operating expenses.  Our business could be harmed if we are unable to continue to obtain an adequate supply of new tractors and trailers for these or other reasons.  As a result, we expect to continue to pay increased prices for revenue equipment and incur additional expenses and related financing costs for the foreseeable future.  Furthermore, reduced equipment efficiency and lower fuel mileage may result from new engines designed to reduce emissions at the sacrifice of fuel efficiency, thereby increasing our operating expenses.

We are dependent upon our vendors and suppliers for certain products and materials, including our tractors and trailers.  If we fail to maintain favorable relationships with our vendors and suppliers, or if our vendors and suppliers are unable to provide the products and materials we need or undergo financial hardship, we could experience difficulty in obtaining needed goods and services.  Tractor and trailer vendors may reduce their manufacturing output in response to lower demand for their products in economic downturns or shortages of component parts.  Currently, tractor and trailer manufacturers are experiencing significant shortages of semiconductor chips and other component parts and supplies, including steel, forcing many manufacturers to curtail or suspend production, which has led to a lower supply of tractors and trailers, higher prices, and lengthened trade cycles.  A decrease in vendor output may have a materially adverse effect on our ability to purchase a quantity of new revenue equipment that is sufficient to sustain our desired growth rate and to maintain a late-model fleet.fleet, may increase our maintenance expense, and negatively impact driver retention.  Moreover, an inability to obtain an adequate supply of new tractors or trailers could have a materially adverse effect on our business, financial condition, and results of operations.

In recent years, we have implemented changes to certain of our management teamoperating procedures.  We are focused on improving results through network engineering initiatives, pricing discipline, enhanced partnerships with customers, and structure,improved execution in our day-to-day operations and cultural transformation, as well as operating procedures.our ongoing safety initiatives.  These changes may not be successful or may not achieve the desired results.  Additional training or different personnel may be required, which may result in additional expense, delays in obtaining results, or disruptions to operations.  Some of these implemented changes include customer service and driver management changes and cost savings initiatives.  These changes and initiatives may not improve our results of operations, including asset productivity, tractor utilization, driver retention and base revenue per tractor.  In addition, we may not be successful in achieving the expected savings in our cost structure, including the areas of equipment maintenance, equipment operating costs, insurance and claims and fuel economy.  In such event, our revenue, financial results, and ability to operate profitably could be negatively impacted.  Further, our operating results could be negatively affected by a failure to further penetrate our existing customer base, cross-sell our services, pursue new customer opportunities, and manage the operations and expenses of our USAT Logistics segment.  There is no assurance we will achieve our goals.  If we are unsuccessful, our financial condition, results

Like many truckload carriers, we experience substantial difficulty in attracting and retaining sufficient numbers of qualified drivers, which includes the engagement of independent contractors.  The truckload industry is subject to a shortage of qualified drivers.  Such shortage is exacerbated during periods of economic expansion, in which alternative employment opportunities, such as those in the construction and manufacturing industries, are more plentiful and freight demand increases, or during periods of economic downturns, in which unemployment benefits might be extended and financing is limited for independent contractors who seek to purchase equipment or for students who seek financial aid for driving school.  Regulatory requirements, including those related to safety ratings, ELDs and HOS changes, COVID-19 mitigation measures, such as vaccination, testing or mask requirements, and an improved economy could further reduce the number of eligible drivers or force us to increase driver compensation to attract and retain drivers.  We have seen evidence that stricter HOS regulations adopted by the DOT in the past have tightened and, to the extent new regulations are enacted, may continue to tighten, the market for eligible drivers.  We believe the required implementation and enforcement of ELDs may further, tighten such market.  The lack of adequate tractor parking along some highways and congestion caused by inadequate highway funding may make it more difficult for drivers to comply with HOS regulations and cause added stress for drivers, further reducing the pool of eligible drivers.  We believe the shortage of qualified drivers and intense competition for drivers from other trucking companies will create difficulties in maintaining or increasing the number of our drivers and may restrain our ability to engage a sufficient number of drivers and independent contractors, and our inability to do so could negatively impact our operations.  Further, the compensation we offer our drivers and independent contractor expenses is subject to market conditions, and we may find it necessary to increase driver compensation and/or independent contractor rates in future periods.

In addition, we and many other truckload carriers suffer from a high turnover rate of drivers and independent contractors.  This high turnover rate requires us to continually recruit a substantial number of drivers and independent contractors and to focus on alternative recruitment methods in order to operate existing revenue equipment.equipment and maintain our current level of capacity and subjects us to a higher degree of risk with respect to driver and independent contractor shortages than our competitors.  If we are unable to continue to attract and retain a sufficient number of drivers and independent contractors, we could be forced to, among other things, adjust our compensation packages, operate with fewer tractors, or increase the number of tractors without drivers and face difficulty meeting shipper demands, any of which could have a materially adverse effect on our results of operations.

Pursuant to our fuel surcharge program with independent contractors, we pay independent contractors a fuel surcharge that increases with the increase in fuel prices.  A significant increase or rapid fluctuation in fuel prices could cause our costs under this program to be higher than the revenue we receive under our customer fuel surcharge programs.

Our independent contractor agreements are governed by the federal leasing regulations, which impose specific requirements on us and the independent contractors.  If more stringent federal leasing regulations are adopted, independent contractors could be deterred from becoming independent contractor drivers, which could materially adversely affect our goal of growing our number of independent contractors.

Independent contractors are third-party service providers, as compared with companyCompany drivers, who are our employees.  As independent business owners, they may make business or personal decisions that may conflict with our best interests.  For example, if a load is unprofitable, route distance is too far from home, personal scheduling conflicts arise, or for other reasons, independent contractors may deny loads of freight from time to time.  Additionally, independent contractors may be unable to obtain or retain equipment financing, which could affect their ability to continue to act as a third-party service provider for the Company.  In these circumstances, we must be able to deliver the freight timely in order to maintain relationships with customers, and if we fail to meet certain customer needs or incur increased expenses to do so, this could materially adversely affect our results of operations.

We operate in the United States pursuant to operating authority granted by the DOT, in various Canadian provinces pursuant to operating authority granted by the Ministries of Transportation and Communications, and our Mexican business activities are subject to operating authority granted by Secretaria de Comunicaciones y Transportes.  Company driversThe Environmental and independent contractors also must comply with the safetyOther Regulation sections in Item 1 of Part I of this Annual Report on Form 10-K discuss several proposed, pending, suspended, and fitnessfinal regulations of the DOT, including those relating to drugthat could materially impact our business and alcohol testing, driver safety performance,operations and HOS.  Matters such as weight, electronic on-board reporting, equipment dimensions, exhaust emissions, and fuel efficiency are also subject to government regulations.  We also may become subject to new or more restrictive regulations relating to fuel efficiency, exhaust emissions, HOS, ergonomics, drug and alcohol testing, electronic on-board reporting of operations, collective bargaining, security at ports, speed limiters, driver training, and other matters affecting safety or operating methods.incorporated by reference herein.  Future laws and regulations may be more stringent, require changes in our operating practices, influence the demand for transportation services or require us to incur significant additional costs.  Higher costs we incur,incurred by us, or higher costs incurred by our suppliers who pass the costs ononto us through higher supplies and materials pricing, or liabilities we may incur related to us,our failure to comply with existing or future regulations could adversely affect our results of operations.

If we cannot effectively manage the challenges associated with doing business internationally, our operating revenue and results of operations may suffer.

A component of our operations is the business we conduct in Mexico, and to a lesser extent Canada, and we are subject to risks of doing business internationally, including fluctuations in foreign currencies, changes in the economic strength of Mexico and Canada, difficulties in enforcing contractual obligations and intellectual property rights, burdens of complying with a wide variety of international and United States export and import laws, changes in trade agreements, including the USMCA, changes in relationships among the U.S., Mexico, and Canada, theft or vandalism of our revenue equipment, our ability to maintain our FAST, BASC, and C-TPAT status, and social, political, and economic instability.  We must also comply with applicable anti-corruption and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and local laws prohibiting corrupt payments to government officials.  We cannot guarantee compliance with all applicable laws, and violations could result in substantial fines, sanctions, civil or criminal penalties, competitive or reputational harm, litigation, or regulatory action and other consequences that might adversely affect our results of operations and our consolidated performance.  

Developments in labor and employment law and any unionizing efforts by employees could have a materially adverse effect on our results of operations.  Changes in regulations, such as those related to trailer size and gross vehicle weight limits, HOS, drug and alcohol testing, and ELDs,

We face the risk that Congress, federal agencies, or one or more states could increase capacity in the industry or improve the position of certain competitors, either of which could negatively impact pricing and volumes, or require additional investments by us.  The short and long term impacts of changes inapprove legislation or regulations significantly affecting our businesses and our relationship with our employees.  None of our domestic employees are difficultcurrently covered by a collective bargaining agreement, but any attempt by our employees to predictorganize a labor union could result in increased legal and other associated costs.  If we entered into a collective bargaining agreement with our domestic employees, the terms could materially adversely affect our costs, efficiency, and ability to generate acceptable returns on the affected operations.  The EnvironmentalFailure to comply with existing or future labor and Other Regulation sections in Item 1 of Part I of this Annual Reportemployment laws could have a materially adverse effect on Form 10-K discusses several proposed, pending, suspended, and final regulations that could materially impact our business and operationsoperating results. For the employment laws impacting our Company are discussed in more detail in this Form 10-K under the heading “Business–Other Regulation” and isare incorporated by reference herein.

Under the CSA, fleets are evaluated and ranked against their peers based on certain safety-related standards.  Carriers are grouped by category with other carriers that have a similar number of safety events (i.e. collisions, inspections, or violations) and carriers are ranked and assigned a rating percentile or score to prioritize them for interventions if they are above a certain threshold. As a result, our fleet could be ranked poorly as compared to peer carriers.carriers which could have an adverse effect on our business, financial condition and results of operations. We recruit and retain first-time drivers to be part of our driver team, and these drivers may have a higher likelihood of creating adverse safety events under the CSA.  The occurrence of future deficiencies could affect driver recruitment by causing high-quality drivers to seek employment with other carriers or limit the pool of drivers we are comfortable hiring or could cause our customers to direct their business away from us and to carriers with higher fleet safety rankings, eitherany of which would adversely affect our results of operations.  Additionally, competition for drivers with favorable safety backgrounds may increase, which could necessitate increases in driver-related compensation costs.  Further, we may incur greater than expected expenses in our attempts to improve unfavorable scores.

We are compliant withhave exceeded the currently established intervention thresholds in a numberthree of the seven CSA safety-related categories.  Based on any category that exceedexceeds the established threshold, we may be prioritized for an intervention action or

We currently have a satisfactory DOT rating, which is the highest available rating under the current safety rating scale.  If we were to receive a conditional or unsatisfactory DOT safety rating, or similar rating under any future DOT rating system, it could materially adversely affect our business, financial condition, and results of operations as our customers may require a satisfactory DOT safety rating, and a conditional or unsatisfactory rating could materially adversely affect or restrict our operations.  The Other Regulation sectionDOT safety rating system is discussed in Item 1 of Part I ofmore detail in this Annual Report on Form 10-K discusses several proposed, pending, suspended,under the heading “Business−Other Regulation” and final regulations that could materially impact our business and operations andsuch discussion is incorporated by reference herein.

In addition to direct regulation under the DOT and related agencies, we are subject to various environmental laws and regulations dealing with the hauling and handling of hazardous materials, fuel storage tanks, fuel spills, exhaust emissions from our vehicles and facilities, and discharge and retention of storm water.  Our truck terminals often are located in industrial areas where groundwater or other forms of environmental contamination may have occurred or could occur.  Our operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others.  One of our Trucking facilities has above-ground bulk fuel storage tanks on the premises.  A small percentage of our freight consists of low-grade hazardous substances, which subjects us to a wide array of regulations.  Although we have instituted programs to monitor and control environmental risks and promote compliance with applicable environmental laws and regulations, if we are involved in a spill or other accident involving hazardous substances, if there are releases of hazardous substances we transport, if soil or groundwater contamination is found at or near our facilities or results from our operations, or if we are found to be in violation of applicable laws or regulations, we could be subject to cleanup costs and liabilities, including substantial fines or penalties or civil and criminal liability, any of which could have a materially adverse effect on our business and operating results.  The Environmental Regulations sectionenvironmental laws and regulations affecting our business are discussed in Item 1 of Part I ofmore detail in this Annual Report on Form 10-K discusses several regulations that could materially impact our businessunder the heading “Business−Environmental Regulation” and operations andsuch

Our revolving credit agreement and other financing arrangements contain certain covenants, restrictions, and requirements with which we conduct in Mexico, andmay be unable to a lesser extent Canada, and we are subject to risks of doing business internationally, including fluctuations in foreign currencies, changes in the economic strength of Mexico and Canada, difficulties in enforcing contractual obligations and intellectual property rights, burdens of complying with a wide variety of international and United States export and import laws, and social, political, and economic instability.  We must also comply with applicable anti-corruption and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and local laws prohibiting corrupt payments to government officials.  We cannot guarantee compliance with all applicable laws, and violationscomply.  A default could result in substantial fines, sanctions, civilthe acceleration of all or criminal penalties, competitive or reputational harm, litigation, or regulatory action and other consequences that might adversely affectpart of any outstanding indebtedness, which could have an adverse effect on our financial condition, liquidity, results of operations, and the market price of our common stock.

On January 31, 2022, we entered into a five-year, $130.0 million senior secured revolving credit facility (“Credit Facility”) with a group of lenders and BMO Harris Bank, N.A., as agent (“Agent”).  See “Item 8. Financial Statements and Supplementary Data - Note 6 – Long Term Debt” in this Form 10-K for discussion of the Credit Facility.  Contemporaneously with the funding of the Credit Facility, we paid off the obligations under our prior credit facility and terminated such facility.

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In recent years, we have incurred operating losses, severance and restructuring costs and impairment charges relating to, among others, a decline in the appraised value of our Company-owned revenue equipment fleet.  Future operating losses, severance and restructuring actions and further declines in the appraised value of our Company-owned revenue equipment fleet would adversely affect our fixed charge coverage ratio and could impair our ability to make further borrowings under our Credit Facility.

The Credit Facility contains certain restrictions and covenants related to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and the incurrence of other indebtedness.  The Credit Facility is secured by a pledge of certain of our Company-owned tractors and trailers, and excludes revenue equipment financed outside the Credit Facility.  The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the lenders’ commitments may be terminated.

If we fail to comply with any of our financial covenants, restrictions, or requirements, it could result in default under the relevant agreement.  In the event of any such default, if we failed to obtain replacement financing or amendments to, or waivers under, the applicable financing arrangements, existing lenders could cease to make further advances, declare existing debt to be immediately due and payable, fail to renew letters of credit, impose significant restrictions and requirements on our operations, institute foreclosure proceedings against collateralized assets, or impose significant fees.  If acceleration occurs, it may be difficult or expensive to refinance the accelerated debt and the issuance of additional equity securities could dilute stock ownership.  Even if new financing can be procured, more stringent borrowing terms could mean that credit is not available to us on acceptable terms.  A default under these financing arrangements could cause a materially adverse effect on the liquidity, financial condition, and results of operations.  

We have significant ongoing capital requirements that could adversely affect our profitability if we are unable to maintaingenerate sufficient cash from operations, match our Freecapital investments with customer demand, or obtain financing on favorable terms.

The truckload industry is capital intensive, and Secure Trade ("FAST"), Business Allianceour policy of operating newer equipment requires us to expend significant amounts annually.  We expect to pay for Secure Commerce ("BASC"),projected capital expenditures with funds provided by operations, borrowings under the Credit Facility, proceeds from the sale of used revenue equipment, and Customs-Trade Partnership Against Terrorism ("C-TPAT") status,finance and operating leases.  We base our equipment purchase and replacement decisions on a number of factors, including the state of the economic environment, new equipment prices, the used revenue equipment market, the attractiveness of lease terms, demand for freight services, prevailing interest rates, technological improvements, regulatory changes, fuel efficiency, equipment durability, equipment specifications, and driver comfort and retention.  Further, if anticipated demand for our services differs materially from actual results, we may have significant border delays.too many or too few revenue equipment assets.  Moreover, resource requirements vary based on customer demand, which may be subject to seasonal or general economic conditions.  During periods of decreased customer demand, our asset utilization may suffer, and we may decide to sell used revenue equipment on the open market or turn in used revenue equipment under certain equipment leases in order to right size our fleet.  This could cause us to incur losses on such sales or require payments in connection with the return of such equipment, particularly during times of a softer used equipment market, either of which could have a materially adverse effect on our Mexicanprofitability.

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Our business is subject to the risk of litigation by employees, independent contractors, customers, vendors, government agencies, stockholders, and other parties through private actions, class actions, administrative proceedings, regulatory actions, and other processes.  Recently, trucking companies have been subject to lawsuits, including class action lawsuits, alleging violations of various federal and state wage and hour laws regarding, among other things, employee meal breaks, rest periods, overtime eligibility, worker misclassification, and failure to pay for all hours worked.  A number of these lawsuits have resulted

The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time.  The cost to defend litigation may also be significant.  All claims may not be covered by our insurance, and for covered claims there can be no assurance that our coverage limits will be adequate to cover all amounts in dispute.  To the extent we experience claims that are uninsured, exceed our coverage limits, involve significant aggregate use of our self-insured retention amounts, or cause increases in future premiums, the resulting expenses could have a materially adverse effect on our business, results of operations, financial condition, or cash flows.

In addition, we may be subject, and have been subject in the past, to litigation resulting from trucking accidents.  The number and severity of litigation claims may be worsened by distracted driving by both truck drivers and other motorists.  These lawsuits have resulted, and may result in the future, in the payment of substantial settlements or damages and increases of our insurance costs.

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