##### 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 September 30, 2009
 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
(State or other jurisdiction of 
incorporation or organization)
    
    74-1733016
(I.R.S. Employer Identification No.)
 
 
 þ o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 Yes o No þ
 November 4, 2009.
 Number ofSharesTitle of Class
    
    OutstandingClass A Common Stock, $.01 Par Value 
Class B Common Stock, $.01 Par Value
    
    26,432,073
10,686,983




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##### 



RUSH ENTERPRISES, INC. AND SUBSIDIARIES
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets  September 30, 2009 (unaudited) and December 31, 2008
    
    
    3Consolidated Statements of Operations  For the Three Months and Nine Months
Ended September 30, 2009 and 2008 (unaudited)
    
    
    4Consolidated Statements of Cash Flows  For the Nine Months Ended
September 30, 2009 and 2008 (unaudited)
    
    
    5Notes to Consolidated Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    25PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3. Defaults Upon Senior Securities
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26Item 5. Other Information
    
    
    26Item 6. Exhibits
    
    
    27SIGNATURES
    
    
    28Exhibit 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
 SEPTEMBER 30, 2009 AND DECEMBER 31, 2008
 (In Thousands, Except Shares)
 September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    136,731
    
    
    $
    146,411Investments
    
    
    7,575
    
    
    
    7,575Accounts receivable, net
    
    
    41,407
    
    
    
    55,274Inventories
    
    
    274,758
    
    
    
    362,234Prepaid expenses and other
    
    
    2,270
    
    
    
    3,369Deferred income taxes, net
    
    
    9,112
    
    
    
    6,730Total current assets
    
    
    471,853
    
    
    
    581,593Property and equipment, net
    
    
    343,545
    
    
    
    332,147Goodwill, net
    
    
    141,065
    
    
    
    141,904Other assets, net
    
    
    1,047
    
    
    
    1,146Total assets
    
    $
    957,510
    
    
    $
    1,056,790Liabilities and shareholders equityCurrent liabilities:Floor plan notes payable
    
    $
    196,649
    
    
    $
    282,702Current maturities of long-term debt
    
    
    57,576
    
    
    
    37,665Current maturities of capital lease obligations
    
    
    5,700
    
    
    
    3,454Trade accounts payable
    
    
    25,670
    
    
    
    31,530Accrued expenses
    
    
    39,660
    
    
    
    49,125Total current liabilities
    
    
    325,255
    
    
    
    404,476Long-term debt, net of current maturities
    
    
    132,755
    
    
    
    172,011Capital lease obligations, net of current maturities
    
    
    23,584
    
    
    
    11,366Deferred income taxes, net
    
    
    51,411
    
    
    
    52,896Shareholders equity:Preferred stock, par value $.01 per share;
1,000,000 shares authorized; 0 shares outstanding
in 2009 and 2008
    
    
    
    
    
    
    Common stock, par value $.01 per share;
60,000,000 class A shares and 20,000,000 class B
shares authorized; 26,578,748 class A shares and
12,325,737 class B shares issued and 26,430,122
class A shares and 10,685,894 class B shares
outstanding in 2009; 26,327,734 class A shares and
12,324,987 class B shares issued and 26,255,974
class A shares and 10,685,144 class B shares
outstanding in 2008
    
    
    388
    
    
    
    386Additional paid-in capital
    
    
    187,930
    
    
    
    183,818Treasury stock, at cost: 1,639,843 shares
    
    
    (17,948
    )
    
    
    (17,948
    )Retained earnings
    
    
    254,135
    
    
    
    249,785Total shareholders equity
    
    
    424,505
    
    
    
    416,041Total liabilities and shareholders equity
    
    $
    957,510
    
    
    $
    1,056,790
   3




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RUSH ENTERPRISES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In Thousands, Except Per Share Amounts)
 (Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:New and used truck sales
    
    $
    179,121
    
    
    $
    259,518
    
    
    $
    562,263
    
    
    $
    808,181Parts and service
    
    
    102,830
    
    
    
    124,129
    
    
    
    314,760
    
    
    
    362,174Construction equipment sales
    
    
    4,424
    
    
    
    11,672
    
    
    
    16,908
    
    
    
    47,571Lease and rental
    
    
    13,300
    
    
    
    14,205
    
    
    
    40,012
    
    
    
    40,605Finance and insurance
    
    
    1,748
    
    
    
    2,723
    
    
    
    5,731
    
    
    
    9,520Other
    
    
    1,015
    
    
    
    1,449
    
    
    
    3,978
    
    
    
    4,221Total revenue
    
    
    302,438
    
    
    
    413,696
    
    
    
    943,652
    
    
    
    1,272,272Cost of products sold:New and used truck sales
    
    
    167,396
    
    
    
    241,923
    
    
    
    530,069
    
    
    
    754,265Parts and service
    
    
    61,949
    
    
    
    72,784
    
    
    
    191,173
    
    
    
    211,413Construction equipment sales
    
    
    4,333
    
    
    
    10,634
    
    
    
    15,715
    
    
    
    43,006Lease and rental
    
    
    11,756
    
    
    
    11,970
    
    
    
    35,273
    
    
    
    34,611Total cost of products sold
    
    
    245,434
    
    
    
    337,311
    
    
    
    772,230
    
    
    
    1,043,295Gross profit
    
    
    57,004
    
    
    
    76,385
    
    
    
    171,422
    
    
    
    228,977Selling, general and administrative
    
    
    51,934
    
    
    
    58,371
    
    
    
    154,363
    
    
    
    174,328Depreciation and amortization
    
    
    3,866
    
    
    
    4,039
    
    
    
    12,657
    
    
    
    11,841Operating income
    
    
    1,204
    
    
    
    13,975
    
    
    
    4,402
    
    
    
    42,808Interest expense, net
    
    
    1,542
    
    
    
    1,833
    
    
    
    4,673
    
    
    
    5,533Gain on sale of assets
    
    
    88
    
    
    
    25
    
    
    
    165
    
    
    
    79(Loss) income before taxes
    
    
    (250
    )
    
    
    12,167
    
    
    
    (106
    )
    
    
    37,354(Benefit) provision for income taxes
    
    
    (3,258
    )
    
    
    4,167
    
    
    
    (4,456
    )
    
    
    13,612Net income
    
    $
    3,008
    
    
    $
    8,000
    
    
    $
    4,350
    
    
    $
    23,742Earnings per common share:Basic
    
    $
    0.08
    
    
    $
    0.21
    
    
    $
    0.12
    
    
    $
    0.62Diluted
    
    $
    0.08
    
    
    $
    0.21
    
    
    $
    0.12
    
    
    $
    0.61Weighted average shares outstanding:Basic
    
    
    37,110
    
    
    
    38,417
    
    
    
    37,047
    
    
    
    38,416Diluted
    
    
    37,780
    
    
    
    38,842
    
    
    
    37,469
    
    
    
    38,908
   4




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RUSH ENTERPRISES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In Thousands)
 (Unaudited)
 Nine Months EndedSeptember 30,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    4,350
    
    
    $
    23,742Adjustments to reconcile net income to net cash provided by operating activitiesDepreciation and amortization
    
    
    30,617
    
    
    
    28,467(Gain) on sale of property and equipment
    
    
    (165
    )
    
    
    (215
    )Stock-based compensation expense related to stock options
and employee stock purchases
    
    
    3,086
    
    
    
    3,049Provision (benefit) for deferred income tax expense
    
    
    (3,867
    )
    
    
    7,884Excess tax benefits from stock-based compensation
    
    
    (227
    )
    
    
    (693
    )Change in accounts receivable, net
    
    
    13,867
    
    
    
    (4,746
    )Change in inventories
    
    
    97,047
    
    
    
    29,974Change in prepaid expenses and other, net
    
    
    1,099
    
    
    
    (951
    )Change in trade accounts payable
    
    
    (5,860
    )
    
    
    (7,082
    )Change in accrued expenses
    
    
    (9,238
    )
    
    
    (13,403
    )Net cash provided by operating activities
    
    
    130,709
    
    
    
    66,026Cash flows from investing activities:Purchase of investments
    
    
    
    
    
    
    (355,575
    )Proceeds from the sale of investments
    
    
    
    
    
    
    348,000Acquisition of property and equipment
    
    
    (32,978
    )
    
    
    (46,511
    )Proceeds from the sale of property and equipment
    
    
    464
    
    
    
    1,389Business acquisitions
    
    
    
    
    
    
    (37,392
    )Change in other assets
    
    
    11
    
    
    
    121Net cash (used in) investing activities
    
    
    (32,503
    )
    
    
    (89,968
    )Cash flows from financing activities:Proceeds from long-term debt
    
    
    14,423
    
    
    
    21,107Principal payments on long-term debt
    
    
    (33,768
    )
    
    
    (29,335
    )Principal payments on capital lease obligations
    
    
    (3,489
    )
    
    
    (4,470
    )Draws (payments) on floor plan notes payable, net
    
    
    (86,053
    )
    
    
    2,546Debt issuance costs
    
    
    (27
    )
    
    
    (66
    )Repurchase of common stock
    
    
    
    
    
    
    (10,067
    )Excess tax benefits from stock-based compensation
    
    
    227
    
    
    
    693Proceeds from issuance of shares relating to employee stock options and
employee stock purchases
    
    
    801
    
    
    
    1,060Net cash (used in) financing activities
    
    
    (107,886
    )
    
    
    (18,532
    )Net (decrease) increase in cash and cash equivalents
    
    
    (9,680
    )
    
    
    (42,474
    )Cash and cash equivalents, beginning of period
    
    
    146,411
    
    
    
    187,009Cash and cash equivalents, end of period
    
    $
    136,731
    
    
    $
    144,535Supplemental disclosure of cash flow information:Cash paid during the period for:Interest
    
    $
    11,055
    
    
    $
    12,227Income taxes, net of refunds
    
    $
    3,512
    
    
    $
    6,098Noncash investing activities:Assets acquired under capital leases
    
    $
    17,953
    
    
    $
    1,880
   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
   3  Commitments and Contingencies
    6




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4  Earnings Per Share
  Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator:Numerator for basic and diluted
earnings per share, net income
available to common shareholders
    
    $
    3,008,000
    
    
    $
    8,000,000
    
    
    $
    4,350,000
    
    
    $
    23,742,000Denominator:Denominator for basic earnings per
share, adjusted weighted average
shares outstanding
    
    
    37,109,673
    
    
    
    38,416,823
    
    
    
    37,046,915
    
    
    
    38,415,892Effect of dilutive securities:Employee and director stock options
and restricted share awards
    
    
    670,701
    
    
    
    425,654
    
    
    
    421,659
    
    
    
    491,654Denominator for diluted earnings
per share, adjusted weighted
average shares outstanding and
assumed conversions
    
    
    37,780,374
    
    
    
    38,842,477
    
    
    
    37,468,574
    
    
    
    38,907,546Basic (loss) earnings per common share
    
    $
    0.08
    
    
    $
    0.21
    
    
    $
    0.12
    
    
    $
    0.62Diluted (loss) earnings per common
share and common share equivalents
    
    $
    0.08
    
    
    $
    0.21
    
    
    $
    0.12
    
    
    $
    0.61
  Three Months Ended
    
    

Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Anti-dilutive options
    
    
    505,830
    
    
    
    1,532,218
    
    
    
    1,557,356
    
    
    
    1,083,759
 5  Stock Options
 Valuation and Expense Information
  6  Investments
    7




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7  Inventory
  8  Segment Information
     8




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ConstructionTruck
    
    
    EquipmentSegment
    
    
    Segment
    
    
    All Other
    
    
    TotalsThree months ended September 30, 2009Revenues from external customers
    
    $
    289,994
    
    
    $
    8,496
    
    
    $
    3,948
    
    
    $
    302,438Segment income (loss) before taxes
    
    
    326
    
    
    
    32
    
    
    
    (608
    )
    
    
    (250
    )Segment assets
    
    
    900,657
    
    
    
    30,671
    
    
    
    26,182
    
    
    
    957,510Nine months ended September 30, 2009Revenues from external customers
    
    $
    901,504
    
    
    $
    29,648
    
    
    $
    12,500
    
    
    $
    943,652Segment income (loss) before taxes
    
    
    201
    
    
    
    1,173
    
    
    
    (1,480
    )
    
    
    (106
    )Three months ended September 30, 2008Revenues from external customers
    
    $
    392,686
    
    
    $
    16,859
    
    
    $
    4,151
    
    
    $
    413,696Segment income (loss) before taxes
    
    
    11,727
    
    
    
    1,108
    
    
    
    (668
    )
    
    
    12,167Segment assets
    
    
    984,214
    
    
    
    29,754
    
    
    
    27,889
    
    
    
    1,041,857Nine months ended September 30, 2008Revenues from external customers
    
    $
    1,194,984
    
    
    $
    63,928
    
    
    $
    13,360
    
    
    $
    1,272,272Segment income (loss) before taxes
    
    
    33,910
    
    
    
    4,876
    
    
    
    (1,432
    )
    
    
    37,354
  9  Income Taxes
     9




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10  Fair Value of Financial Instruments
    11  Medium-Duty GMC Truck Franchises
  12  Recent Accounting Pronouncements
   10




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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, 2008 as well as future growth rates and margins for certain of our
products and services, future demand for our products and services, risks associated with the
current recession and its impact on capital markets and liquidity, competitive factors,
general economic conditions, cyclicality, market conditions in the new and used truck and
equipment 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 Nissan Diesel Motor Co., 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. Cummins ® is
a registered trademark of Cummins Engine Company, 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. ® Case is a registered trademark of Case
Corporation. Komatsu ® is a registered trademark of Kabushiki Kaisha Komatsu
Seisakusho Corporation Japan. The CIT Group ® is a registered trademark of CIT
Group Holdings, 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.
  11




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General
     Critical Accounting Policies
  Inventories
  Goodwill
     12




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Revenue Recognition Policies
  Finance and Insurance Revenue Recognition
  Insurance Accruals
  Accounting for Income Taxes
    13




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Stock-Based Compensation Expense
    14




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Results of Operations
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008New and used truck sales
    
    
    59.2
    %
    
    
    62.7
    %
    
    
    59.6
    %
    
    
    63.5
    %Parts and service
    
    
    34.0
    
    
    
    30.0
    
    
    
    33.4
    
    
    
    28.5Construction equipment sales
    
    
    1.5
    
    
    
    2.8
    
    
    
    1.8
    
    
    
    3.7Lease and rental
    
    
    4.4
    
    
    
    3.4
    
    
    
    4.2
    
    
    
    3.2Finance and insurance
    
    
    0.6
    
    
    
    0.7
    
    
    
    0.6
    
    
    
    0.8Other
    
    
    0.3
    
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.3Total revenues
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0Cost of products sold
    
    
    81.2
    
    
    
    81.5
    
    
    
    81.8
    
    
    
    82.0Gross profit
    
    
    18.8
    
    
    
    18.5
    
    
    
    18.2
    
    
    
    18.0Selling, general and administrative
    
    
    17.2
    
    
    
    14.1
    
    
    
    16.4
    
    
    
    13.7Depreciation and amortization
    
    
    1.2
    
    
    
    1.0
    
    
    
    1.3
    
    
    
    0.9Operating income
    
    
    0.4
    
    
    
    3.4
    
    
    
    0.5
    
    
    
    3.4Interest expense, net
    
    
    0.5
    
    
    
    0.4
    
    
    
    0.5
    
    
    
    0.4(Loss) income before income taxes
    
    
    -0.1
    
    
    
    3.0
    
    
    
    0.0
    
    
    
    3.0(Benefit) provision for income taxes
    
    
    -1.1
    
    
    
    1.0
    
    
    
    -0.5
    
    
    
    1.1Net Income
    
    
    1.0
    %
    
    
    2.0
    %
    
    
    0.5
    %
    
    
    1.9
    %
  Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,

    
    
    %
    
    
    September 30,

    
    
    %2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    ChangeTruck unit sales:New heavy-duty trucks
    
    
    1,030
    
    
    
    1,350
    
    
    
    (23.7
    %)
    
    
    3,016
    
    
    
    4,281
    
    
    
    (29.5
    %)New medium-duty trucks
    
    
    637
    
    
    
    919
    
    
    
    (30.7
    %)
    
    
    2,029
    
    
    
    2,870
    
    
    
    (29.3
    %)Total new truck unit sales
    
    
    1,667
    
    
    
    2,269
    
    
    
    (26.5
    %)
    
    
    5,045
    
    
    
    7,151
    
    
    
    (29.5
    %)Used truck unit sales
    
    
    760
    
    
    
    936
    
    
    
    (18.8
    %)
    
    
    2,113
    
    
    
    2,631
    
    
    
    (19.7
    %)Truck revenue:New heavy-duty trucks
    
    $
    116.2
    
    
    $
    162.4
    
    
    
    (28.4
    %)
    
    $
    356.5
    
    
    $
    515.6
    
    
    
    (30.9
    %)New medium-duty trucks
    
    
    37.1
    
    
    
    54.2
    
    
    
    (31.5
    %)
    
    
    126.6
    
    
    
    166.5
    
    
    
    (24.0
    %)Total new truck revenue
    
    $
    153.3
    
    
    $
    216.6
    
    
    
    (29.2
    %)
    
    $
    483.1
    
    
    $
    682.1
    
    
    
    (29.2
    %)Used truck revenue
    
    $
    25.6
    
    
    $
    41.8
    
    
    
    (38.8
    %)
    
    $
    78.1
    
    
    $
    122.8
    
    
    
    (36.4
    %)Other truck revenue(1)
    
    $
    0.2
    
    
    $
    1.1
    
    
    
    (81.8
    %)
    
    $
    1.1
    
    
    $
    3.3
    
    
    
    (66.7
    %)Absorption rate:
    
    
    96.4
    %
    
    
    108.6
    %
    
    
    (11.2
    %)
    
    
    96.3
    %
    
    
    106.3
    %
    
    
    (9.4
    %)
 (1)
    
    Includes sales of glider kits, truck bodies, trailers and other new equipment.  15




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##### Table of Contents



Key Performance Indicator
 Absorption Rate
  Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
        
  16




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##### Table of Contents



Revenues
         17




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##### Table of Contents



Gross Profit
          18




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##### Table of Contents



Selling, General and Administrative Expenses
  Interest Expense, Net
  Income Before Income Taxes
  Income Taxes
  Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008
      19




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##### Table of Contents



Gross Profit
        Selling, General and Administrative Expenses
  Interest Expense, Net
   20




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##### Table of Contents



Income before Income Taxes
  Provision for Income Taxes
  Liquidity and Capital Resources
          21




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##### Table of Contents



Cash Flows
  Cash Flows from Operating Activities
     Nine months EndedSeptember 30,2009
    
    
    2008Net cash provided by operating activities (U.S. GAAP)
    
    $
    130,709
    
    
    $
    66,026(Draws) payments on floor plan notes payable
    
    
    (86,053
    )
    
    
    2,546Adjusted Cash Flows from Operating Activities (Non-GAAP)
    
    $
    44,656
    
    
    $
    68,572
  22




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##### Table of Contents



Cash Flows from Investing Activities
   Cash Flows from Financing Activities
    th
  23




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##### Table of Contents



Backlog
  Seasonality
   Cyclicality
  Environmental Standards and Other Governmental Regulations
    24




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##### Table of Contents



ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.
       
 ITEM 4. Controls and Procedures.
    25




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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.
 Unregistered Sales of Equity Securities
  Issuer Purchases of Equity Securities
  Maximum Number (orTotal Number of
    
    
    Approximate DollarTotal Number
    
    
    Average Price
    
    
    Shares Purchased
    
    
    Value) of Shares thatof Shares
    
    
    Paid Per
    
    
    as Part of Publicly
    
    
    May Yet Be PurchasedPeriod
    
    Purchased
    
    
    Share
    
    
    Announced Plans
    
    
    Under the Plan (1)(2)July 1  31, 2009
    
    
    
    
    
    $
    0.00
    
    
    
    
    
    
    $
    2,093,321August 1  31, 2009
    
    
    
    
    
    $
    0.00
    
    
    
    
    
    
    
    2,093,321September 1  30, 2009
    
    
    
    
    
    $
    0.00
    
    
    
    
    
    
    
    2,093,3213rd Quarter Total
    
    
    
    
    
    $
    0.00
    
    
    
    
    
    
    $
    2,093,321
 (1)
    
    On July 22, 2008, the Companys Board of Directors approved a stock repurchase program
authorizing the Company to repurchase, from time to time, up to an aggregate of $20,000,000 of
its shares of Class A Common Stock and/or Class B Common Stock. The stock repurchase program
has no expiration date and may be suspended or discontinued at any time.(2)
    
    As of September 30, 2009, the Company has repurchased 1,639,843 shares of its Class B
common stock at a cost of $17.9 million, none of which occurred during the 2009 fiscal year. 
 ITEM 3. Defaults Upon Senior Securities.
  
 ITEM 4. Submission of Matters to a Vote of Security Holders.
  
 ITEM 5. Other Information.
   26




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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).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.
 *
    
    filed herewith**
    
    furnished herewith  27




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##### Table of Contents



SIGNATURES
  RUSH ENTERPRISES, INC.Date: November 9, 2009
    By:
    /s/ W.M. RUSTY RUSHW.M.RustyRushPresident and Chief Executive Officer
(Principal Executive Officer)Date:      November 9, 2009
    By:
    /s/ STEVEN L. KELLERSteven L. KellerVice President and Chief Financial Officer(Principal Financial and Accounting Officer)  28




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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  29