##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2011
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-20797
 RUSH ENTERPRISES, INC.
  Texas
    
    74-1733016(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 
 
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  Number ofSharesTitle of Class
    
    OutstandingClass A Common Stock, $.01 Par Value
    
    
    27,085,694Class B Common Stock, $.01 Par Value
    
    
    10,719,547




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##### 



RUSH ENTERPRISES, INC. AND SUBSIDIARIES
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets  March 31, 2011 (unaudited) and December 31, 2010
    
    
    3Consolidated Statements of Income  For the Three Months
Ended March 31, 2011 and 2010 (unaudited)
    
    
    4Consolidated Statements of Cash Flows  For the Three Months Ended
March 31, 2011 and 2010 (unaudited)
    
    
    5Notes to Consolidated Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    26PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    27Item 1A. Risk Factors
    
    
    27Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3. Defaults Upon Senior Securities
    
    
    27Item 5. Other Information
    
    
    27Item 6. Exhibits
    
    
    28SIGNATURES
    
    
    29Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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PART I. FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements.
 RUSH ENTERPRISES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 MARCH 31, 2011 AND DECEMBER 31, 2010
 (In Thousands, Except Shares)
 March 31,
    
    
    December 31,2011
    
    
    2010AssetsCurrent assets:Cash and cash equivalents
    
    $
    101,326
    
    
    $
    168,976Accounts receivable, net
    
    
    53,566
    
    
    
    43,513Inventories, net
    
    
    385,384
    
    
    
    321,933Prepaid expenses and other
    
    
    9,592
    
    
    
    14,104Deferred income taxes, net
    
    
    10,657
    
    
    
    10,281Total current assets
    
    
    560,525
    
    
    
    558,807Investments
    
    
    7,575
    
    
    
    7,575Property and equipment, net
    
    
    467,922
    
    
    
    445,919Goodwill, net
    
    
    174,359
    
    
    
    150,388Other assets, net
    
    
    4,832
    
    
    
    5,244Total assets
    
    $
    1,215,213
    
    
    $
    1,167,933Liabilities and shareholders equityCurrent liabilities:Floor plan notes payable
    
    $
    283,893
    
    
    $
    237,810Current maturities of long-term debt
    
    
    58,230
    
    
    
    62,279Current maturities of capital lease obligations
    
    
    8,803
    
    
    
    7,971Trade accounts payable
    
    
    42,658
    
    
    
    37,933Accrued expenses
    
    
    59,095
    
    
    
    69,036Total current liabilities
    
    
    452,679
    
    
    
    415,029Long-term debt, net of current maturities
    
    
    186,841
    
    
    
    189,850Capital lease obligations, net of current maturities
    
    
    33,691
    
    
    
    34,231Other long-term liabilities
    
    
    232
    
    
    
    364Deferred income taxes, net
    
    
    64,964
    
    
    
    63,540Shareholders equity:Preferred stock, par value $.01 per share;
1,000,000 shares authorized; 0 shares
outstanding in 2011 and 2010
    
    
    
    
    
    
    Common stock, par value $.01 per share;
60,000,000 class A shares and 20,000,000 class B
shares authorized; 27,025,263 class A shares and
10,719,547 class B shares outstanding in 2011;
and 26,798,707 class A shares and 10,700,044
class B shares outstanding in 2010
    
    
    394
    
    
    
    391Additional paid-in capital
    
    
    200,286
    
    
    
    195,747Treasury stock, at cost: 1,639,843 class B shares
    
    
    (17,948
    )
    
    
    (17,948
    )Retained earnings
    
    
    294,218
    
    
    
    286,951Accumulated other comprehensive loss, net of tax
    
    
    (144
    )
    
    
    (222
    )Total shareholders equity
    
    
    476,806
    
    
    
    464,919Total liabilities and shareholders equity
    
    $
    1,215,213
    
    
    $
    1,167,933
   3




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RUSH ENTERPRISES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 (In Thousands, Except Per Share Amounts)
 (Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010Revenues:New and used commercial vehicle sales
    
    $
    277,530
    
    
    $
    180,604Parts and service sales
    
    
    145,560
    
    
    
    101,828Lease and rental
    
    
    18,985
    
    
    
    14,032Finance and insurance
    
    
    1,968
    
    
    
    1,485Other
    
    
    2,061
    
    
    
    1,339Total revenue
    
    
    446,104
    
    
    
    299,288Cost of products sold:New and used commercial vehicle sales
    
    
    258,905
    
    
    
    166,346Parts and service sales
    
    
    88,712
    
    
    
    62,629Lease and rental
    
    
    16,097
    
    
    
    12,250Total cost of products sold
    
    
    363,714
    
    
    
    241,225Gross profit
    
    
    82,390
    
    
    
    58,063Selling, general and administrative
    
    
    65,346
    
    
    
    50,137Depreciation and amortization
    
    
    4,180
    
    
    
    3,547Loss on sale of assets
    
    
    (43
    )
    
    
    (11
    )Operating income
    
    
    12,821
    
    
    
    4,368Interest expense, net
    
    
    1,201
    
    
    
    1,297Income from continuing operations before taxes
    
    
    11,620
    
    
    
    3,071Provision for income taxes
    
    
    4,353
    
    
    
    1,149Income from continuing operations
    
    
    7,267
    
    
    
    1,922Income from discontinued operations, net of tax
    
    
    0
    
    
    
    315Net income
    
    $
    7,267
    
    
    $
    2,237Earnings per common share  Basic:Income from continuing operations
    
    $
    0.19
    
    
    $
    0.05Net income
    
    $
    0.19
    
    
    $
    0.06Earnings per common share  Diluted:Income from continuing operations
    
    $
    0.19
    
    
    $
    0.05Net income
    
    $
    0.19
    
    
    $
    0.06Weighted average shares outstanding:Basic
    
    
    37,621
    
    
    
    37,171Diluted
    
    
    38,815
    
    
    
    37,745
   4




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RUSH ENTERPRISES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In Thousands)
 (Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    7,267
    
    
    $
    2,237Adjustments to reconcile net income to net cash provided by (used in)
operating activities:Depreciation and amortization
    
    
    12,649
    
    
    
    10,248Loss on sale of property and equipment
    
    
    43
    
    
    
    8Stock-based compensation expense related to employee stock options
and employee stock purchases
    
    
    2,557
    
    
    
    1,856Provision for deferred income tax expense
    
    
    994
    
    
    
    315Excess tax benefits from stock-based compensation
    
    
    (745
    )
    
    
    (24
    )Change in accounts receivable, net
    
    
    (9,789
    )
    
    
    (9,580
    )Change in inventories
    
    
    (29,940
    )
    
    
    (22,602
    )Change in prepaid expenses and other, net
    
    
    4,559
    
    
    
    (267
    )Change in trade accounts payable
    
    
    4,725
    
    
    
    7,715Change in accrued expenses
    
    
    (9,651
    )
    
    
    (1,587
    )Net cash (used in) operating activities
    
    
    (17,331
    )
    
    
    (11,681
    )CASH FLOWS FROM INVESTING ACTIVITIES:Acquisition of property and equipment
    
    
    (34,256
    )
    
    
    (9,921
    )Proceeds from the sale of property and equipment
    
    
    8,057
    
    
    
    12Business acquisitions
    
    
    (60,018
    )
    
    
    Change in other assets
    
    
    372
    
    
    
    11Net cash (used in) investing activities
    
    
    (85,845
    )
    
    
    (9,898
    )CASH FLOWS FROM FINANCING ACTIVITIES:Draws on floor plan notes payable, net
    
    
    46,083
    
    
    
    25,408Proceeds from long-term debt
    
    
    11,706
    
    
    
    3,080Principal payments on long-term debt
    
    
    (18,764
    )
    
    
    (8,181
    )Principal payments on capital lease obligations
    
    
    (5,484
    )
    
    
    (2,372
    )Issuance of shares relating to employee stock options and
employee stock purchases
    
    
    1,240
    
    
    
    365Excess tax benefits from stock-based compensation
    
    
    745
    
    
    
    24Net cash provided by financing activities
    
    
    35,526
    
    
    
    18,324NET (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (67,650
    )
    
    
    (3,255
    )CASH AND CASH EQUIVALENTS, beginning of period
    
    
    168,976
    
    
    
    149,095CASH AND CASH EQUIVALENTS, end of period
    
    $
    101,326
    
    
    $
    145,840SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the period for:Interest
    
    $
    3,043
    
    
    $
    3,194Income taxes, net of refunds
    
    $
    (1,936
    )
    
    $
    (61
    )Noncash investing and financing activities:Assets acquired under capital leases
    
    $
    5,776
    
    
    $
    2,904
   5




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RUSH ENTERPRISES, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited
 1  Principles of Consolidation and Basis of Presentation
  2  Goodwill and Other Intangible Assets
     6




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Balance January 1, 2011
    
    $
    150,388Acquisition of Asbury Automotive Atlanta, L.L.C.(See Note 9)
    
    
    22,854Acquisition of Heintzelmans Truck Center (See Note 9)
    
    
    1,050Other
    
    
    67Balance March 31, 2011
    
    $
    174,359
 3  Commitments and Contingencies
    4  Earnings Per Share
  Three Months EndedMarch 31, 2011
    
    
    March 31, 2010Numerator -Numerator for basic and diluted earnings per share-Income from continuing operations available to common shareholders
    
    $
    7,267,000
    
    
    $
    1,922,000Denominator-Denominator for basic earnings per share, weighted average shares
outstanding
    
    
    37,621,287
    
    
    
    37,170,720Effect of dilutive securities-Employee and Director stock options and restricted share awards
    
    
    1,193,404
    
    
    
    573,888Denominator for diluted earnings per share, adjusted weighted
average shares and assumed conversions
    
    
    38,814,691
    
    
    
    37,744,608Basic earnings from continuing operations per common share
    
    $
    .19
    
    
    $
    .05Diluted earnings from continuing operations per common share and
common share equivalents
    
    $
    .19
    
    
    $
    .05
  March 31, 2011
    
    
    March 31, 2010Options
    
    
    498,600
    
    
    
    2,184,401Total anti-dilutive securities
    
    
    498,600
    
    
    
    2,184,401
  7




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##### Table of Contents



5  Stock Options and Restricted Stock Awards
 Valuation and Expense Information
  6  Financial Instruments and Fair Value
         8




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##### Table of Contents



Interest Rate Swap Agreements
     FixedNotional
    
    
    InterestAgreement
    
    Amount
    
    
    Rate
    
    
    Expiration Date
    
    Fair ValueInterest Rate Swap
    
    $
    2,196
    
    
    
    5.075
    %
    
    July 1, 2015
    
    $
    3Interest Rate Swap
    
    
    4,536
    
    
    
    5.075
    %
    
    July 1, 2015
    
    
    6Interest Rate Swap
    
    
    7,847
    
    
    
    5.39
    %
    
    December 31, 2014
    
    
    (43
    )Interest Rate Swap
    
    
    1,517
    
    
    
    5.39
    %
    
    December 31, 2014
    
    
    (8
    )Interest Rate Swap
    
    
    2,700
    
    
    
    5.39
    %
    
    December 31, 2014
    
    
    (15
    )Interest Rate Swap
    
    
    6,109
    
    
    
    5.39
    %
    
    December 31, 2014
    
    
    (33
    )Interest Rate Swap
    
    
    5,616
    
    
    
    5.38
    %
    
    June 29, 2015
    
    
    (55
    )Interest Rate Swap
    
    
    864
    
    
    
    5.29
    %
    
    June 30, 2015
    
    
    (5
    )Interest Rate Swap
    
    
    1,656
    
    
    
    5.29
    %
    
    June 30, 2015
    
    
    (10
    )Interest Rate Swap
    
    
    8,352
    
    
    
    5.29
    %
    
    June 30, 2015
    
    
    (50
    )Interest Rate Swap
    
    
    720
    
    
    
    5.29
    %
    
    June 30, 2015
    
    
    (4
    )Interest Rate Swap
    
    
    2,894
    
    
    
    5.29
    %
    
    June 30, 2015
    
    
    (18
    )
  Derivatives Designated as
    
    Asset Derivatives
    
    
    Liability DerivativesHedging Instruments
    
    Balance Sheet Location
    
    
    Fair Value
    
    
    Balance Sheet Location
    
    Fair ValueInterest Rate Swaps
    
    
    
    
    
    
    
    
    
    Other Long-Term Liabilities
    
    $
    232
  9




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7  Segment Information
      TruckSegment
    
    
    All Other
    
    
    TotalsAs of and for the three months ended March 31, 2011Revenues from external customers
    
    $
    442,140
    
    
    $
    3,964
    
    
    $
    446,104Segment income (loss) from continuing operations
before taxes
    
    
    12,085
    
    
    
    (465
    )
    
    
    11,620Segment assets
    
    
    1,189,412
    
    
    
    25,801
    
    
    
    1,215,213As of and for the three months ended March 31, 2010Revenues from external customers
    
    $
    295,758
    
    
    $
    3,530
    
    
    $
    299,288Segment income (loss) from continuing operations
before taxes
    
    
    3,490
    
    
    
    (419
    )
    
    
    3,071Segment assets
    
    
    955,181
    
    
    
    52,129
    
    
    
    1,007,310
  8  Income Taxes
    10




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9  Acquisitions
    Inventory
    
    $
    21,004Property and equipment
    
    
    11,841Prepaid expenses
    
    
    41Accrued expenses
    
    
    (453
    )Goodwill
    
    
    22,854Total
    
    $
    55,287
   Inventory
    
    $
    3,125Accounts receivable
    
    
    264Property and equipment
    
    
    221Prepaid expenses
    
    
    6Accrued expenses
    
    
    (2
    )Goodwill
    
    
    1,050Total
    
    $
    4,664
    11




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##### Table of Contents



10  Comprehensive Income
  For the Three MonthsEnded March 31,2011
    
    
    2010Net income
    
    $
    7,267
    
    
    $
    2,237Other comprehensive income:Change in fair value of cash flow swaps, net
of tax
    
    
    78
    
    
    
    Comprehensive income
    
    $
    7,345
    
    
    $
    2,237
 11  Discontinued Operations
   For The Three Months EndedMarch 31,2011
    
    
    2010Net Sales
    
    $
    
    
    
    $
    9,108Earnings before income taxes:Results of operations from discontinued operations before income taxes
    
    
    
    
    
    
    543Income tax (expense)
    
    
    
    
    
    
    (228
    )Net income from discontinued operations
    
    $
    
    
    
    $
    315Basic earnings per common share from discontinued operations, net of
tax
    
    $
    
    
    
    $
    0.01Diluted earnings per common share and common share equivalents from
discontinued operations, net of tax
    
    $
    
    
    
    $
    0.01
  12




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ITEM 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 Certain statements contained in this Form 10-Q (or otherwise made by the Company or on
the Companys behalf from time to time in other reports, filings with the Securities and
Exchange Commission, news releases, conferences, website postings or otherwise) that are not
statements of historical fact constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of
1934, as amended(the Exchange Act), notwithstanding that such statements are not
specifically identified. Forward-looking statements include statements about the Companys
financial position, business strategy and plans and objectives of management of the Company
for future operations. These forward-looking statements reflect the best judgments of the
Company about the future events and trends based on the beliefs of the Companys management as
well as assumptions made by and information currently available to the Companys management.
Use of the words may, should, continue, plan, potential, anticipate, believe,
estimate, expect and intend and words or phrases of similar import, as they relate to
the Company or its subsidiaries or Company management, are intended to identify
forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements reflect the current view of the Company with respect to future
events and are subject to risks and uncertainties that could cause actual results to differ
materially from those in such statements. Important factors that could cause actual results to
differ materially from those in the forward-looking statements include, but are not limited
to, those set forth under Item 1ARisk Factors in the Companys Annual Report on Form 10-K
for the year ended December 31, 2010 as well as future growth rates and margins for certain of
our products and services, future supply and demand for our products and services, competitive
factors, general economic conditions, cyclicality, market conditions in the new and used
commercial vehicle markets, customer relations, relationships with vendors, the interest rate
environment, governmental regulation and supervision, seasonality, distribution networks,
product introductions and acceptance, technological change, changes in industry practices,
one-time events and other factors described herein and in the Companys quarterly and other
reports filed with the Securities and Exchange Commission (collectively, Cautionary
Statements). Although the Company believes that its expectations are reasonable, it can give
no assurance that such expectations will prove to be correct. Based upon changing conditions,
should any one or more of these risks or uncertainties materialize, or should any underlying
assumptions prove incorrect, actual results may vary materially from those described in any
forward-looking statements. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly qualified in their
entirety by the applicable Cautionary Statements. All forward-looking statements speak only as
the date on which they are made and the Company undertakes no duty to update or revise any
forward-looking statements.
  Note Regarding Trademarks Used in This Form 10-Q
 Peterbilt ® is a registered trademark of Peterbilt Motors Company.
PACCAR ® is a registered trademark of PACCAR, Inc. GMC ® is a registered
trademark of General Motors Corporation. Hino ® is a registered trademark of Hino
Motors, Ltd. UD ® is a registered trademark of UD Truck North America, Ltd.
Isuzu ® is a registered trademark of Isuzu Motors Limited. John Deere ® is
a registered trademark of Deere & Company. Kenworth ® is a registered trademark of
PACCAR, Inc. doing business as Kenworth Truck Company. Volvo ® is a registered
trademark of Volvo Trademark Holding AB. Freightliner ® is a registered trademark of
Freightliner Corporation. Mack ® is a registered trademark of Mack Trucks, Inc.
Navistar ® is a registered trademark of Navistar International Corporation.
Caterpillar ® is a registered trademark of Caterpillar, Inc. PacLease ® is
a registered trademark of PACCAR Leasing Corporation. CitiCapital ® is a registered
trademark of Citicorp. Ford ® is a registered trademark of Ford Motor Company.
Cummins ® is a registered trademark of Cummins Intellectual Property, Inc.
Eaton ® is a registered trademark of Eaton Corporation. Arvin Meritor ® is a registered trademark of Meritor Technology Inc. JPMorgan Chase ® is a
registered trademark of JP Morgan Chase & Co. SAP ® is a registered trademark of
SAP Aktiengesellschaft. International ® is a registered trademark of Navistar
International Transportation Corp. Blue Bird ® is a registered trademark of Blue
Bird Investment Corporation. Autocar ® is a registered trademark of Shem, LLC. IC
Bus ® is a registered trademark of IC Bus, LLC. Collins Bus Corporation ® is a registered trademark of Collins Bus Corporation. Fuso ® is a registered
trademark of Mitsubishi Fuso Truck and Bus Corporation. Workhorse ® is a registered
trademark of Workhorse Custom Chassis, LLC.
  13




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General
      Critical Accounting Policies and Estimates
  Inventories
  Goodwill
    14




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Finance and Insurance Revenue Recognition
   Insurance Accruals
    15




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##### Table of Contents



Accounting for Income Taxes
    Stock-Based Compensation Expense
   Derivative Instruments and Hedging Activities
  .
  16




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Results of Operations
   Three Months EndedMarch 31,2011
    
    
    2010New and used commercial vehicle sales
    
    
    62.2
    %
    
    
    60.3
    %Parts and service sales
    
    
    32.6
    
    
    
    34.0Lease and rental
    
    
    4.3
    
    
    
    4.7Finance and insurance
    
    
    0.4
    
    
    
    0.5Other
    
    
    0.5
    
    
    
    0.5Total revenues
    
    
    100.0
    
    
    
    100.0Cost of products sold
    
    
    81.5
    
    
    
    80.6Gross profit
    
    
    18.5
    
    
    
    19.4Selling, general and administrative
    
    
    14.6
    
    
    
    16.8Depreciation and amortization
    
    
    0.9
    
    
    
    1.2Gain on sale of assets
    
    
    0.0
    
    
    
    0.0Operating income
    
    
    3.0
    
    
    
    1.4Interest expense, net
    
    
    0.3
    
    
    
    0.4Income from continuing operations
before income taxes
    
    
    2.7
    
    
    
    1.0Provision for income taxes
    
    
    1.0
    
    
    
    0.4Income from continuing operations
    
    
    1.7
    
    
    
    0.6Income from discontinued operations
    
    
    0.0
    
    
    
    0.1Net income
    
    
    1.7
    %
    
    
    0.7
    %
  %ChangeThree Months Ended
    
    
    2011March 31,
    
    
    vs2011
    
    
    2010
    
    
    2010Vehicle unit sales:New heavy-duty vehicles
    
    
    1,345
    
    
    
    969
    
    
    
    38.8
    %New medium-duty vehicles
    
    
    923
    
    
    
    611
    
    
    
    51.1
    %Total new vehicle unit sales
    
    
    2,268
    
    
    
    1,580
    
    
    
    43.5
    %Used vehicles
    
    
    1,107
    
    
    
    686
    
    
    
    61.4
    %Vehicle revenue:New heavy-duty vehicles
    
    $
    173.1
    
    
    $
    118.1
    
    
    
    46.6
    %New medium-duty vehicles
    
    
    57.0
    
    
    
    37.4
    
    
    
    52.4
    %Total new vehicle revenue
    
    $
    230.1
    
    
    $
    155.5
    
    
    
    48.0
    %Used vehicle revenue
    
    $
    46.4
    
    
    $
    24.7
    
    
    
    87.9
    %Other vehicle revenue:(1)
    
    $
    1.0
    
    
    $
    0.4
    
    
    
    150.0
    %Absorption rate:
    
    
    109.0
    %
    
    
    97.0
    %
    
    
    12.4
    %
 (1)
    
    Includes sales of truck bodies, trailers and other new equipment.  17




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##### Table of Contents



Key Performance Indicator
 Absorption Rate
  Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010
      Revenues
    18




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##### Table of Contents



Gross Profit
    19




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##### Table of Contents



Selling, General and Administrative Expenses
  Interest Expense, Net
  Income from Continuing Operations before Income Taxes
   20




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##### Table of Contents



Income Taxes
  Income from Discontinued Operations, Net
  Liquidity and Capital Resources
         21




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##### Table of Contents



Cash Flows
  Cash Flows from Operating Activities
     Three Months EndedMarch 31,2011
    
    
    2010Net cash (used in) provided by operating activities (GAAP)
    
    $
    (17,331
    )
    
    $
    (11,681
    )Draws on floor plan notes payable
    
    
    46,083
    
    
    
    25,408Less: draws on floor plan notes payable related to
inventory acquired in business acquisitions
    
    
    (13,250
    )
    
    
    Adjusted Cash Flows from Operating Activities (Non-GAAP)
    
    $
    15,502
    
    
    $
    13,727
  22




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##### Table of Contents



Cash Flows from Investing Activities
   Cash Flows from Financing Activities
     Backlog
  Seasonality
   23




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##### Table of Contents



Cyclicality
  Off-Balance Sheet Arrangements
  Environmental Standards and Other Governmental Regulations
      24




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##### Table of Contents



25




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##### Table of Contents



ITEM 3.
    
    Quantitative and Qualitative Disclosures about Market Risk.
       
 ITEM 4.
    
    Controls and Procedures.
   26




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1.
    
    Legal Proceedings.
  
 ITEM 1A.
    
    Risk Factors.
   
 ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
   
 ITEM 3.
    
    Defaults Upon Senior Securities.
  
 ITEM 5.
    
    Other Information.
   27




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##### Table of Contents



ITEM 6.
    
    Exhibits
 ExhibitNumber
    
    Exhibit Title3.1
    
    
    Restated Articles of Incorporation of Rush Enterprises, Inc.
(incorporated herein by reference to Exhibit 3.1 of the Companys
Quarterly Report on Form 10-Q (File No. 000-20797) for the quarter
ended June 30, 2008)3.2
    
    
    Rush Enterprises, Inc. Amended and Restated Bylaws (incorporated
herein by reference to Exhibit 3.2 of the Companys Quarterly
Report on Form 10-Q (File No. 000-20797) filed for the quarter
ended June 30, 2009)10.1
    +
    
    Rush Enterprises, Inc. Amended and Restated 2006 Non-Employee
Director Stock Plan (incorporated herein by reference to Exhibit
10.1 of the Companys Annual Report on Form 10-K
(File No. 000-20797) for the year ended December 31, 2010)10.2
    +
    
    Form of Rush Enterprises, Inc. 2007 Long-Term Incentive Plan
Restricted Stock Unit Agreement (incorporated herein by reference
to Exhibit 10.1 of the Companys Current Report on Form 8-K (File
No. 000-20797) filed on March 11, 2011)31.1
    *
    
    Certification of CEO pursuant to Rules 13a-14(a) and 15d-14(a)
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    *
    
    Certification of CFO pursuant to Rules 13a-14(a) and 15d-14(a)
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    **
    
    Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    **
    
    Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 +
    
    Management contract or compensatory plan or arrangement*
    
    Filed herewith**
    
    Furnished herewith  28




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##### Table of Contents



SIGNATURES
  RUSH ENTERPRISES, INC.Date: May 10, 2011
    By:
    /S/ W.M. RUSTY RUSHW.M. Rusty RushPresident and Chief Executive Officer
(Principal Executive Officer)Date: May 10, 2011
    By:
    /S/ STEVEN L. KELLERSteven L. KellerSenior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)  29




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Exhibit Title31.1*
    
    Certification of CEO pursuant to Rules 13a-14(a) and 15d-14(a)
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of CFO pursuant to Rules 13a-14(a) and 15d-14(a)
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1**
    
    Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2**
    
    Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 *
    
    Filed herewith**
    
    Furnished herewith  30