The accompanying notes are an integral part of these consolidated financial statements.

Accounting Standards Update ("ASU") No.2016-13, “Financial Instruments - Credit Losses (“Topic 326”): Measurement of Credit Losses on Financial Instruments,” was issued in June 2016. Under Topic 326, existing guidance on reporting credit losses for trade and other receivables, held-to-maturity debt securities, and other instruments have been replaced with a new forward-looking "expected loss" model that has resulted in the earlier recognition of allowances for losses. Under Topic 326, the Company is required to use a current expected credit loss (“CECL”) model that immediately recognizes an estimate of credit losses that are expected to occur over the life of the financial instruments that are in the scope of the update. The CECL model uses a broader range of reasonable and supportable information in the development of credit loss estimates. The Company adopted Topic 326 during the quarter ended March 31, 2020, and the new standard did not result in a material impact on its consolidated financial statements. For a complete discussion of accounting for credit losses, see Note 13 – Accounts Receivable and Allowance for Credit Losses of the Notes to Consolidated Financial Statements.

In March 2020, the World Health Organization declared the disease caused by the novel strain of coronavirus (“COVID-19”) a global pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The Company’s nationwide network of commercial vehicle dealerships are classified as “essential businesses” and have remained operational across the Company’s dealership network. The Company is monitoring the COVID-19 pandemic, and although operations were not materially affected as of the quarter ended March 31, 2020, the Company is unable to predict the impact that the COVID-19 pandemic will have on its future business and operating results due to numerous uncertainties, including the duration and severity of the outbreak.

The Company applies a fair value-based impairment test to the carrying value of goodwill on an annual basis in the fourth quarter, and if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis. Due to the COVID-19 pandemic, the Company quantitatively assessed whether it was more likely than not that goodwill was impaired as of March 31,2020. The Company reviewed its previous estimates and assumptions based on its current projections that are subject to various risks and uncertainties, including estimated revenues, expenses and cash flows, in addition to the duration of the COVID-19 pandemic. Based on the Company’s interim impairment assessment as of March 31,2020, it has determined that its goodwill is not impaired. However, the Company is unable to predict how long its business will be affected by the COVID-19 pandemic, what additional measures may be introduced by governments or what effect any such additional measures may have on its business.

From time to time, the Company is involved in litigation arising out of its operations in the ordinary course of business. The Company maintains liability insurance, including product liability coverage, in amounts deemed adequate by management. To date, aggregate costs to usthe Company for claims, including product liability actions, have not been material. However, an uninsured or partially insured claim, or claim for which indemnification is not available, could have a material adverse effect on the Company’s financial condition or results of operations. The Company believes that there are no claims or litigation pending, the outcome of which could have a material adverse effect on its financial position or results of operations. However, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations for the fiscal period in which such resolution occurred.

143 – ~~Subsequent Event~~sAccounts Receivable and Allowance for Credit Losses

~~Fourth Amended~~The Company adopted Topic 326 on January 1, 2020. The Company did not recognize an adjustment to the beginning balance of retained earnings because the new accounting standard did not have a material impact on its consolidated financial statements. The Company establishes an allowance for credit losses to present the net amount of accounts receivable expected to be collected. Under Topic 326, the Company is required to remeasure expected credit losses for financial instruments held on the reporting date based on historical experience, current conditions and ~~Restated Credit Agreement~~reasonable forecasts.

~~On April 25, 2019,~~Accounts receivable consists primarily of commercial vehicle sales, manufacturers’ receivables, leasing and parts and service receivables and other trade receivables. The Company maintains an allowance for credit losses based on probability of default, historical rate losses, aging and economic conditions. The Company’s assessment of future losses in the first quarter of 2020 considered the impact of the COVID-19 pandemic on forecasted economic trends. The Company ~~entered into~~writes off account balances when it has exhausted reasonable collection efforts and determined that the ~~Fourth Amended and Restated Credit Agreement (the “Floor Plan Credit Agreement”) with~~likelihood of collection is remote. These write-offs are charged against the lenders signatory thereto and BMO Harris Bank N.A. (“BMO Harris”), as Administrative Agent and Collateral Agent (the “Agent”). The Floor Plan Credit Agreement replaced the $875.0 million Third Amended and Restated Credit Agreement (the “Third Amended and Restated Floor Plan Credit Agreement”), dated as of July 7, 2016, by and between the Company, the lenders signatory thereto and BMO Harris as Agent. On March 31, 2019, the Company had approximately $875.0 million outstanding under the Third Amended and Restated Floor Plan Credit Agreement.allowance for credit losses.

~~Pursuant to~~The following table summarizes the ~~terms of~~changes in the Floor Plan Credit Agreement, the aggregate loan commitment is $1.0 billion. Borrowings under the Floor Plan Credit Agreement bear interest at an annual rate equal to the (A) the greater of (i) zero and (ii) one month LIBOR rate, determined on the last day of the prior month, plus (B) 1.25% and are payable monthly. Loans under the Floor Plan Credit Agreementallowance for the purchase of used inventory are limited to $150.0 million and loans for working capital purposes are limited to $200.0 million. The Floor Plan Credit Agreement expires June 30, 2022, although the Agent has the right to terminate at any time upon 360 days written notice and the Company has the right to terminate at any time, subject to specified limited exceptions.credit losses (in thousands):

~~First Amendment to Working Capital Facility~~

On April 25, 2019, the Company entered into an agreement (the “First Amendment”) to amend its $100 million working capital facility (the “Working Capital Facility”) with BMO Harris. The First Amendment (i) reduced the “Unused Fee Rate” from a per annum rate equal to 0.37% to a per annum rate equal to 0.20% and (ii) conformed certain definitions and affirmative and negative covenants with certain terms of the Floor Plan Credit Agreement.

~~Guaranty of Loan to~~ ~~Tallman Truck Centre Limited~~

On April 25, 2019, the Company entered into a Guaranty Agreement (“Guaranty”) with Bank of Montreal (“BMO”), pursuant to which the Company agreed to guaranty up to CAN$250 million (the “Guaranty Cap”) of certain credit facilities entered into by and between Tallman Truck Centre Limited (“TTCL”) and BMO, plus interest, fees and expenses. Interest, fees and expenses incurred by BMO to enforce it rights with respect to the guaranteed obligations and its rights against the Company under the Guaranty are not subject to the Guaranty Cap. TTCL is a subsidiary of RTC Canada, which the Company owns a 50% equity interest in. In exchange for the Guaranty, TTCL is receiving a reduced rate of interest on its credit facilities with BMO.

Balance
December 31,
2019

Current Period
Provision

Write offs
Against
Allowance,
net of
Recoveries

Balance
March 31,
2020

Commercial vehicle receivables
$ 11 $ 171 $ (11 ) $ 171
Manufacturers’ receivables
410 270 (443 ) 237
Leasing, Parts and Service receivables
989 864 (641 ) 1,212
Other receivables
14 47 (2 ) 59
Total
$ 1,424 $ 1,352 $ (1,097 ) $ 1,679

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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-~~Q10-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 (“SEC”), news releases, conferences, website postings or otherwise) that are not statements of historical fact constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), 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.~~operations, as well as statements regarding the effects COVID-19 may have on our business and financial results. 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 our 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. Please read Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~201~~2019,8as supplemented by Item 1A. Risk Factors within this Quarterly Report on Form 10-Q, for a discussion of certain of those risks. Other unknown or unpredictable factors could also have a material adverse effect on future results. Although the Company believes that its expectations are reasonable as of the date of this Form 10-Q, it can give no assurance that such expectations will prove to be correct. The Company does not intend to update or revise any forward-looking statements unless securities laws require it to do so, and the Company undertakes no obligation to publicly release any revisions to forward-looking statements, whether because of new information, future events or otherwise.

The following comments should be read in conjunction with the Company’s consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.

Note Regarding Trademarks Commonly Used in the Company’s Filings

Peterbilt^® is a registered trademark of Peterbilt Motors Company. PACCAR^® is a registered trademark of PACCAR, Inc. PacLease^® is a registered trademark of PACCAR Leasing Corporation. Navistar^® is a registered trademark of Navistar International Corporation. International^® is a registered trademark of Navistar International Transportation Corp. Idealease is a registered trademark of Idealease, Inc. aka Idealease of North America, Inc. Blue Bird^® is a registered trademark of Blue Bird Investment Corporation. IC Bus^® is a registered trademark of IC Bus, LLC. ~~Fuso~~FUSO^®is a registered trademark of Mitsubishi Fuso Truck and Bus Corporation. Hino^® is a registered trademark of Hino Motors, Ltd. Isuzu^® is a registered trademark of Isuzu Motors Limited. Ford Motor Credit Company^® is a registered trademark of Ford Motor Company. Ford^® is a registered trademark of Ford Motor Company. SAP^® is a registered trademark of SAP Aktiengesellschaft.This report contains additional trade names or trademarks of other companies. Our use of such trade names or trademarks should not imply any endorsement or relationship with suchcompanies.

General

Rush Enterprises, Inc. was incorporated in Texas in 1965 and consists of one reportable segment, the Truck Segment, and conducts business through its subsidiaries. Our principal offices are located at 555 IH 35 South, Suite 500, New Braunfels, Texas 78130.

We are a full-service, integrated retailer of commercial vehicles and related services. The Truck Segment includes the Company’s operation of a network of commercial vehicle dealerships under the name “Rush Truck Centers.” Rush Truck Centers primarily sell commercial vehicles manufactured by Peterbilt, International, Hino, Ford, Isuzu, ~~Mitsubishi Fuso,~~FUSO, IC Bus or Blue Bird. Through our strategically located network of Rush Truck Centers, we provide one-stop service for the needs of our commercial vehicle customers, including retail sales of new and used commercial vehicles, aftermarket parts sales, service and repair facilities, financing, leasing and rental, and insurance products.

Our Rush Truck Centers are principally located in high traffic areas throughout the United States. Since commencing operations as a Peterbilt heavy-duty truck dealer in 1966, we have grown to operate over 100 Rush Truck Centers in 22 states.
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Our business strategy consists of providing solutions to the commercial vehicle industry through our network of commercial vehicle dealerships. We offer an integrated approach to meeting customer needs by providing service, parts and collision repairs in addition to new and used commercial vehicle sales and leasing, plus financial services, vehicle upfitting, CNG fuel systems and vehicle telematics products. We intend to continue to implement our business strategy, reinforce customer loyalty and remain a market leader by continuing to develop our Rush Truck Centers as we expand our product offerings and extend our dealership network through strategic acquisitions of new locations and opening new dealerships to enable us to better serve our customers.

The COVID-19 Pandemic and Its Impact on Our Business
Rush Truck Centers are classified as “essential businesses” and have remained operational across the Company’s dealership network since the beginning of the COVID-19 pandemic, although though some hours of operation have been modified and in-person truck sales have been curtailed. Though the effects of the COVID-19 pandemic on our revenues were limited in the first quarter of 2020, we expect that the negative impact on our revenues, and business in general, will be substantial for the foreseeable future.
We are monitoring and complying with CDC guidelines for limiting the spread of COVID-19 and complying with all applicable federal, state and local executive orders. We also provided employees who are unable to work as a direct result of COVID-19 with up to two weeks of additional sick leave. In accordance with CDC guidelines, we have mandated that all employees stay at least 6 feet away from each other and our customers. In addition, we are requiring employees throughout the Company to wear facemasks when required to do so by applicable orders or whenever they cannot maintain safe social distancing from customers or other employees, and we are cleaning and disinfecting our facilities on a regular basis. We are also providing curbside parts pick-up, online parts ordering and web-based vehicle service communication to reduce in-person interactions. Our service teams are minimizing contact with customers and taking extra precautions to keep high-touch areas on customer vehicles clean and disinfected.
Commercial Vehicle Sales
All of the commercial vehicle manufacturers that we represent have currently suspended production of vehicles or have previously suspended production. Peterbilt suspended global production of trucks and engines from March 24, 2020 until May 4, 2020. Navistar shut down its plant in Ohio from March 23, 2020 until May 11, 2020. Although Navistar also suspended manufacturing operations at its plants in Alabama and Mexico, production resumed at both locations on April 13, 2020. Additionally, Hino, Isuzu and Ford have each suspended manufacturing operations at their respective plants, but Isuzu and Ford are expected to reopen by mid-May 2020 and Hino is expected to reopen June 1, 2020.
Aftermarket Products and Services
With respect to our parts, service and collision center operations (collectively, “Aftermarket Products and Services”), with only a few minor exceptions, our parts supply chain has remained uninterrupted to-date. However, we increased our parts inventories at all our stores to support an estimated extra 30 days of demand in case of any temporary supplier-related warehousing or logistics challenges. We believe that the investments we have made over the years in our aftermarket strategic initiatives will help mitigate the impact of the COVID-19 pandemic on our Aftermarket Products and Service business.
Rental and Leasing Operations
With respect to our rental and leasing operations, we have allowed certain credit-worthy customers that serve industries that have been dramatically impacted by the COVID-19 pandemic to skip up to three months of lease payments and either extend the lease term by three months or increase the remaining payments and keep the same lease term.
Liquidity
As of March 31, 2020, our total net liquidity was approximately $243.2 million, including $137.5 million in cash and $105.7 million available under our various credit agreements, excluding our floor plan credit agreements. In March 2020, we extended the term of our working capital facility (“the Working Capital Facility”) with BMO Harris Bank N.A. (“BMO Harris”) that includes up to $100.0 million of revolving credit loans available to us for working capital, capital expenditures and other general corporate purposes, to June 2022. We currently have no outstanding draws on this line of credit. We believe that we are well positioned to navigate the economic and industry challenges that lie ahead as a result of the COVID-19 pandemic. Notwithstanding the strength of our balance sheet, we are taking steps to conserve cash and reduce expenses. For example, once the magnitude of the COVID-19 pandemic became apparent, we suspended our stock repurchase program. In addition, W.M. “Rusty” Rush, Chairman, Chief Executive Officer and President of the Company, has reduced his salary by 25 percent, other members of his senior executive team also reduced their salaries by 10 percent, and the members of the Board of Directors voted to reduce the amount of their annual cash retainer by 10 percent. We are currently identifying other potential expense reductions and delaying capital expenditures where appropriate. For further discussion of our liquidity, see the Liquidity and Capital Resources discussion set forth herein.
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Outlook
2020 was already predicted to be a challenging year for the new Class 8 truck market due to excess truck capacity in the market resulting from exceptionally high new Class 8 unit sales volumes in 2018 and 2019. As a result of the COVID-19 pandemic, A.C.T. Research Co., LLC (“A.C.T. Research”), a commercial vehicle industry data and forecasting service provider, is currently forecasting new U.S. Class 8 retail sales to be 127,500 units in 2020, which would represent a 54.7% decrease compared to 2019. We expect that the pandemic will have a significant negative impact on new Class 8 truck sales in the second and third quarters, but it is not clear just how significant the impact will be. Many customers are delaying purchases due to the tremendous uncertainty right now about the economy and the impact of the pandemic.With respect to new U.S. Class 4-7 retail sales, A.C.T. Research is currently forecasting retail sales to be 147,400 units in 2020, which would represent a 44.8% decrease compared to 2019. We also expect that our medium-duty truck sales will be negatively impacted by the pandemic in the second and third quarters, as medium-duty commercial vehicle sales usually track closely to the general economy. We are writing down the values of new and used commercial vehicle in inventory more aggressively than in the past, and we believe our new and used commercial vehicle inventories are appropriately valued for the current market conditions.
With respect to our Aftermarket Products and Services business, many of our customers have significantly reduced their operations due to the COVID-19 pandemic and it remains unknown when the national economy, or society in general, will reopen in any meaningful way. As a result, as we look ahead to the second quarter, we anticipate our aftermarket products and services revenues will be negatively impacted by the pandemic.
Until we have more clarity around the full economic impact of the COVID-19 pandemic, we cannot provide an outlook for the full year 2020, other than to reiterate that we expect that the negative impact on our revenues, and business in general, will be substantial for the foreseeable future. In addition, we are withdrawing all 2020 estimates that were provided in our Annual Report on Form 10-K for the year ended December 31, 2019 with respect to: (i) the number of commercial vehicles we may sell, market share percentages, revenues and gross margins associated therewith; (ii) revenues and gross margins associated with our Aftermarket Products and Services business; and (iii) revenues and gross margins associated with our commercial vehicle rental and leasing business. As soon as we believe we can make reasonable assumptions regarding our business outlook for 2020, we intend to start disclosing the above-described estimates, as we have historically done in the past, in our annual and quarterly reports filed with the SEC. These are unprecedented times, and we are focused on monitoring the impacts of the pandemic on our business and throughout our industry, while taking appropriate action to preserve the financial stability of the Company. We will continue to follow best practices to protect the health of our employees, customers, and the public, while responding to changing customer demand, making adjustments based on our manufacturers’ plant closures and remaining focused on maximizing the strength of our balance sheet to ensure the long-term financial strength of the Company.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates. We believe the following accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined by specific identification of new and used commercial vehicle inventory and by the first-in, first-out method for tires, parts and accessories. As the market value of our inventory typically declines over time, reserves are established based on historical loss experience and market trends. These reserves are charged to cost of sales and reduce the carrying value of our inventory on hand. An allowance is provided when it is anticipated that cost will exceed net realizable value less a reasonable profit margin.
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Goodwill

Goodwill is tested for impairment by reporting unit utilizing a two-step process at least annually, or more frequently when events or changes in circumstances indicate that the asset might be impaired. The first step requires us to compare the fair value of the reporting unit (we consider our Truck Segment to be a reporting unit for purposes of this analysis), which is the same as the segment, to the respective carrying value. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is greater than the fair value, there is an indication that impairment may exist and a second step is required. In the second step of the analysis, the implied fair value of the goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit’s goodwill, the difference is recognized as an impairment loss.

We determine the fair value of our reporting unit using the discounted cash flow method. The discounted cash flow method uses various assumptions and estimates regarding revenue growth rates, future gross margins, future selling, general and administrative expenses and an estimated weighted average cost of capital. The analysis is based upon available information regarding expected future cash flows of each reporting unit discounted at rates consistent with the cost of capital specific to the reporting unit. This type of analysis contains uncertainties because it requires us to make assumptions and to apply judgment regarding our knowledge of our industry, information provided by industry analysts and our current business strategy in light of present industry and economic conditions. If any of these assumptions change, or fail to materialize, the resulting decline in our estimated fair value could result in a material impairment charge to the goodwill associated with the reporting unit.

We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we used to test for impairment losses on goodwill. However, if actual results are not consistent with our estimates or assumptions, or certain events occur that might adversely affect the reported value of goodwill in the future, we may be exposed to an impairment charge that could be material.
Goodwill was tested for impairment during the fourth quarter of ~~2018~~2019 and no impairment was required. The fair value of our reporting unit exceeded the carrying value of its net assets. As a result, we were not required to conduct the second step of the impairment test. ~~We do not believe~~
Due to the COVID-19 pandemic, we reviewed the estimates in our ~~reporting unit is at risk of failing step one~~fourth quarter 2019 goodwill model and have updated the projections for 2020 through 2024. Based on the revised projections, it was determined that no impairment of the Truck Segment goodwill is required. While we have concluded that an impairment ~~test.~~did not occur during the quarter ended March 31, 2020, the duration and severity of the COVID-19 pandemic could result in future impairment charges for the Truck Segment. A prolonged pandemic could impact the results of operations due to changes to assumptions utilized in the determination of the estimated fair values of the Truck Segment reporting unit. Sales and earnings growth rates could be negatively impacted by reductions or changes in demand for our products.
Insurance Accruals

We are partially self-insured for a portion of the claims related to our property and casualty insurance programs, which requires us to make estimates regarding expected losses to be incurred. We engage a third-party administrator to assess any open claims and we adjust our accrual accordingly on a periodic basis. We are also partially self-insured for a portion of the claims related to our workers’ compensation and medical insurance programs. We use actuarial information provided from third-party administrators to calculate an accrual for claims incurred but not reported, and for the remaining portion of claims that have been reported.
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Changes in the frequency, severity and development of existing claims could influence our reserve for claims and financial position, results of operations and cash flows. We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we used to calculate our self-insured liabilities. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material.

Accounting for Income Taxes

Management’s judgment is required to determine the provisions for income taxes and to determine whether deferred tax assets will be realized in full or in part. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When it is more likely than not that all or some portion of specific deferred income tax assets will not be realized, a valuation allowance must be established for the amount of deferred income tax assets that are determined not to be realizable. Accordingly, the facts and financial circumstances impacting deferred income tax assets are reviewed quarterly and management’s judgment is applied to determine the amount of valuation allowance required, if any, in any given period.
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Our income tax returns are periodically audited by tax authorities. These audits include questions regarding our tax filing positions, including the timing and amount of deductions. In evaluating the exposures associated with our various tax filing positions, we adjust our liability for unrecognized tax benefits and income tax provision in the period in which an uncertain tax position is effectively settled, the statute of limitations expires for the relevant taxing authority to examine the tax position or when more information becomes available.

Our liability for unrecognized tax benefits contains uncertainties because management is required to make assumptions and to apply judgment to estimate the exposures associated with our various filing positions. Our effective income tax rate is also affected by changes in tax law, the level of earnings and the results of tax audits. Although we believe that the judgments and estimates are reasonable, actual results could differ, and we may be exposed to losses or gains that could be material. An unfavorable tax settlement would generally require use of our cash and result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement would be recognized as a reduction in our effective income tax rate in the period of resolution. Our income tax expense includes the impact of reserve provisions and changes to reserves that we consider appropriate, as well as related interest.

Revenue Recognition

Effective January 1, 2018, we adopted ASU 2014-09, “Revenue from Contracts with Customers (“Topic 606”),” using the modified retrospective transition method. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments.  Under Topic 606, we recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services.  To determine revenue recognition for arrangements that we determine are within the scope of Topic 606, we perform the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation.  We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer.  At contract inception, once the contract is determined to be within the scope of Topic 606, we assess the goods or services promised within each contract and determine those that are performance obligations. We then assess whether each promised good or service is distinct and recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
Leases
We lease commercial vehicles and real estate under finance and operating leases. We determine whether an arrangement is a lease at its inception. For leases with terms greater than twelve months, we record a lease asset and liability at the present value of lease payments over the term. Many of our leases include renewal options and termination options that are factored into our determination of lease payments when appropriate.
When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.
We lease commercial vehicles that we own to customers. Lease and rental revenue is recognized over the period of the related lease or rental agreement. Variable rental revenue is recognized when it is earned.
Allowance for Credit Losses
All trade receivables are reported on the consolidated balance sheet at their cost basis adjusted for any write-offs and net of allowances for credit losses. The Company maintains allowances for credit losses, which represent an estimate of expected losses over the remaining contractual life of its receivables considering current market conditions and estimates for supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing assessments and evaluations of collectability, historical loss experience, and future expectations in estimating credit losses in each of its receivable portfolios (commercial vehicle receivables, manufacturers’ receivables, parts and service and leasing receivables and other trade receivables). For trade receivables, the Company uses probability of default and historical loss experience rates by portfolio and applies them to a related aging analysis while also considering customer and/or economic risk where appropriate. Determination of the proper amount of allowances by portfolio requires management to exercise judgment about the timing, frequency and severity of credit losses that could materially affect the provision for credit losses and, as a result, net earnings. The allowances take into consideration numerous quantitative and qualitative factors that include receivable type, historical loss experience, collection experience, current economic conditions, estimates for supportable forecasts, when appropriate and credit risk characteristics.

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Results of Operations

The following discussion and analysis includes our historical results of operations for the three months ended March 31, ~~2019~~2020 and ~~2018.~~2019.

The following table sets forth certain financial data as a percentage of total revenues:

Three Months Ended March 31,

Three Months Ended
March 31,

2019

2018

2020

2019

New and used commercial vehicle sales
62.2
%
62.3
%
61.4
%
62.2
%
Parts and service sales
32.5 32.3 33.3 32.5
Lease and rental
4.4 4.6 4.7 4.4
Finance and insurance
0.5 0.4 0.3 0.5
Other
0.4 0.4 0.3 0.4
Total revenues
100.0 100.0 100.0 100.0
Cost of products sold
80.9 81.7 81.8 80.9
Gross profit

19.1
18.3 18.2 19.1
Selling, general and administrative
13.9 13.8 14.4 13.9
Depreciation and amortization
1.0 1.9 1.1 1.0
Gain (loss) on sale of assets
0.0 0.0 0.0 0.0
Operating income
4.2 2.6 2.7 4.2
Other income
0.0 −
Equity in earnings of unconsolidated entities
0.1 −
Interest expense, net
0.5 0.3 0.3 0.5
Income before income taxes
3.7 2.3 2.5 3.7
Equity income in affiliates
0.0 0.0
Provision for income taxes
1.0 0.6 0.7 1.0
Net income
2.7
%
1.7
%
1.8
%
2.7
%

The following table sets forth for the periods indicated the percent of gross profit by revenue source:

Three Months Ended March 31,

Three Months Ended
March 31,

2019

2018

2020

2019

Gross Profit:

New and used commercial vehicle sales
27.2
%
27.4
%
26.0
%
27.2
%
Parts and service sales
64.3 64.3 66.8 64.3
Lease and rental
3.7 4.0 3.7 3.7
Finance and insurance
2.6 2.1 1.9 2.6
Other
2.2 2.2 1.6 2.2
Total gross profit
100.0
%
100.0
%
100.0
%
100.0
%

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The following table sets forth the unit sales and revenues for new heavy-duty, new medium-duty, new light-duty and used commercial vehicles and the absorption ratio (revenue in millions):

Three Months Ended
March 31,

Three Months Ended
March 31,

2019

2018

% Change

2020

2019

%
Change

Vehicle unit sales:

New heavy-duty vehicles
3,558 3,312 7.4 % 3,078 3,558 -13.5 %
New medium-duty vehicles
2,614 2,705 -3.4 % 3,264 2,614 24.9 %
New light-duty vehicles
539 431 25.1 % 267 539 -50.5 %
Total new vehicle unit sales
6,711 6,448 4.1 % 6,609 6,711 -1.5 %

Used vehicles
1,840 1,859 -1.0 % 1,558 1,840 -15.3 %

Vehicle revenues:

New heavy-duty vehicles
$ 530.9 $ 472.1 12.5 % $ 470.8 $ 530.9 -11.3 %
New medium-duty vehicles
199.7 199.2 0.3 % 244.0 199.7 22.2 %
New light-duty vehicles
22.0 16.6 32.5 % 11.5 22.0 -47.7 %
Total new vehicle revenue
$ 752.6 $ 687.9 9.4 % $ 726.3 $ 752.6 -3.5 %

Used vehicle revenue
$ 83.0 $ 80.6 3.0 % $ 59.7 $ 83.0 -28.1 %

Other vehicle revenues:⁽¹⁾
$ 2.7 $ 4.6 -41.3 % $ 3.6 $ 2.7 33.3 %

Dealership absorption ratio:
121.5 % 120.0 % 1.3 % 114.3 % 121.5 % -5.9 %
(1) Includes sales of truck bodies, trailers and other new equipment.

(1) Includes sales of truck bodies, trailers and other new equipment.

Key Performance Indicator

Absorption Ratio

Management uses several performance metrics to evaluate the performance of our commercial vehicle dealerships and considers Rush Truck Centers’ “absorption ratio” to be of critical importance. Absorption ratio is calculated by dividing the gross profit from the ~~parts, service and collision center (collectively, “Aftermarket~~Aftermarket Products and ~~Services”)~~Services departments by the overhead expenses of all of a dealership’s departments, except for the selling expenses of the new and used commercial vehicle departments and carrying costs of new and used commercial vehicle inventory. When 100% absorption is achieved, all of the gross profit from the sale of a commercial vehicle, after sales commissions and inventory carrying costs, directly impacts operating profit. Our commercial vehicle dealerships achieved a 114.3% absorption ratio for the first quarter of 2020 and a 121.5% absorption ratio for the first quarter of ~~2019 and a 120.0% absorption ratio for the first quarter of 2018.~~2019.

Three Months Ended March 31, 201920 Compared to Three Months Ended March 31, 201819
Aftermarket Products and Services revenues totaled $438.0 million in the first quarter of 2019, up 9.5% from the first quarter of 2018. We believe aftermarket market activity will remain strong throughout the year and that our Aftermarket Products and Services revenues growth will remain consistent with our first quarter performance.
Our new Class 8 truck sales were strong during the first quarter of 2019 and we expect our new Class 8 truck sales to remain consistent in the second and third quarters of 2019. While we are cautiously optimistic about the fourth quarter of 2019, we will closely monitor market conditions that we believe could adversely impact the market.
Our new Class 4 through 7 commercial vehicle sales were down slightly during the first quarter of 2019, compared to the first quarter of 2018. We believe our medium-duty sales will remain strong through the remainder of 2019, as we continue to see strong demand from our customers. We believe that the expected strong Class 4 through 7 medium-duty commercial vehicle market may help to partially offset any downturn in the new Class 8 truck sales market that may occur towards the end of the year.
On February 25, 2019, we acquired 50% of the equity interest in RTC Canada, which acquired the operating assets of Tallman Group, the largest International Truck dealer in Canada. RTC Canada operates a network of 14 International Truck full-service dealerships throughout the Province of Ontario. We do not consolidate RTC Canada as part of our Truck Segment for financial reporting purposes. RTC Canada is accounted for as an equity method investment.

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Revenues

Total revenues ~~increased $107.5~~decreased $61.7 million, or ~~8.7%~~4.6%, in the first quarter of ~~2019,~~2020, compared to the first quarter of ~~2018.~~2019.

Our Aftermarket Products and Services revenues ~~increased $38.1~~decreased $10.4 million, or ~~9.5%~~2.4%, in the first quarter of ~~2019,~~2020, compared to the first quarter of ~~2018.~~2019. Our first quarter 2020 results declined slightly compared to 2019, primarily due to overall softness in demand for aftermarket products and services, which is a continuation of results we experienced in the fourth quarter of 2019. The ~~growth in~~COVID-19 pandemic had a slight negative impact on our Aftermarket ~~Products~~Product and Services revenues ~~during~~in the ~~first quarter was primarily driven by continued strong demand~~second half of March, but is likely to have a significant negative impact for ~~aftermarket parts and services throughout~~ the ~~country and~~remainder of the ~~successful execution of several of our strategic initiatives. We expect our Aftermarket Products and Services revenues to increase 9% to 11% in 2019, compared to 2018.~~year.

Revenues from sales of new and used commercial vehicles ~~increased $65.2~~decreased $48.7 million, or ~~8.4%~~5.8%, in the first quarter of ~~2019,~~2020, compared to the first quarter of ~~2018, primarily as a~~2019. Our new Class 8 truck sales were the result of ~~increased~~solid business from customers in the refuse and construction sectors, as well as healthy sales of stock trucks across the country. The COVID-19 pandemic had little impact on our first quarter new Class 8 truck sales results, though this will change going forward. Customers are delaying purchases of new Class 8 trucks due to ~~virtually all~~economic uncertainty. Temporary production suspensions by Peterbilt and Navistar may make it difficult for customers to obtain new Class 8 trucks that are not already in our inventory. Our Class 4 through 7 new commercial vehicle sales results were strong in the first quarter and were minimally impacted by the COVID-19 pandemic, though this will also change going forward. Our strong medium-duty results were primarily driven by solid activity from our grocery and food service customers, as well as strong stock truck sales throughout our dealership network.
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Table of ~~the market segments that we serve.~~
Contents

We sold ~~3,558~~3,078 new Class 8 ~~heavy-duty~~ trucks in the first quarter of ~~2019,~~2020, a ~~7.4% increase~~13.5% decrease compared to ~~3,312~~3,558 new Class 8 ~~heavy-duty~~ trucks in the first quarter of ~~2018.~~2019. The decrease in new Class 8 truck sales was primarily the result of an industry-wide slowdown in new Class 8 trucks sales, which began in the fourth quarter of 2019. According to A.C.T. Research, ~~Co., LLC (“A.C.T. Research”), a truck industry data and forecasting service provider, the U.S.~~new U. S. Class 8 truck ~~market increased 24.5%~~retail sales are estimated to total 127,500 truck units in 2020, a 54.7% decrease compared to 281,440 units sold in 2019.
We sold 3,264 new Class 4 through 7 commercial vehicles, including 216 buses, in the first quarter of ~~2019,~~2020, a 24.9% increase compared to the first quarter of 2018. A.C.T. Research currently forecasts U.S. retail sales of new Class 8 trucks of approximately 264,000 units in 2019, 198,000 units in 2020 and 211,500 units in 2021, compared to approximately 255,711 units in 2018. Our share of the U.S. new Class 8 truck sales market was approximately 5.7% in 2018. We expect our U.S. new Class 8 commercial vehicle sales market share to be between 5.6% and 6.0% in 2019. This market share percentage would result in the sale of approximately 14,800 to 15,800 of new Class 8 trucks in 2019, based on A.C.T. Research’s current U.S. retail sales estimate of 264,000 units.
~~We sold~~ 2,614 new ~~Class 4 through 7~~medium-duty commercial vehicles, including 160 buses, in the first quarter of ~~2019, a 3.4% decrease compared to 2,705 new medium-duty~~2019. The increase in Class 4 through 7 commercial ~~vehicles, including 288 buses,~~vehicle sales in the first quarter of ~~2018. A.C.T. Research estimates that unit~~2020 was primarily due to increased sales ~~of new Class 4 through 7 commercial vehicles~~to our customers in the U.S. increased approximately 3.5% in the first quarter of 2019, compared to the first quarter of 2018. A.C.T. Research currently forecasts U.S. retail sales of new Class 4 through 7 medium-duty commercial vehicles of approximately 262,300 units in 2019, 267,000 units in 2020grocery and ~~260,400 in 2021. In 2018, we achieved a 5.0% share of the~~food service industries, as well as strong new Class 4 through 7 commercial vehicle ~~market in the U.S. In 2019, we expect~~sales throughout our ~~market share~~dealership network. According to ~~range between 5.1% and 5.4% of the U.S.~~A.C.T. Research, new U. S. Class 4 through 7 commercial vehicle ~~market. This market share percentage would result in the sale of approximately 13,400 to 14,200 of new Class 4 through 7 commercial vehicles in 2019, based on A.C.T. Research’s current U.S.~~ retail sales ~~estimates of 262,300 units.~~are estimated to total 147,400 units in 2020, a 44.8% decrease compared to 266,977 units sold in 2019.

We sold 267 new light-duty vehicles in the first quarter of 2020, a 50.5% decrease compared to 539 new light-duty vehicles in the first quarter of ~~2019, a 25.1% increase compared to 431 new light-duty~~2019.
We sold 1,558 used commercial vehicles in the first quarter of ~~2018. We expect~~2020, a 15.3% decrease compared to ~~sell approximately 2,200 new light-duty vehicles in 2019.~~
~~We sold~~ 1,840 used commercial vehicles in the first quarter of ~~2019, a 1.0%~~2019. The decrease ~~compared to 1,859~~in used ~~commercial vehicles~~truck sales in the first quarter of ~~2018. We expect~~2020 was primarily due to ~~sell approximately 9,000~~the significant decline in used truck sales in March, which we attribute to ~~9,300 used commercial vehicles in 2019.~~the COVID-19 pandemic.

Commercial vehicle lease and rental revenues increased ~~$1.9~~$1.3 million, or ~~3.3%~~2.3%, in the first quarter of ~~2019,~~2020, compared to the first quarter of ~~2018. We expect lease and rental revenue to increase 3% to 8% during 2019, compared to 2018.~~2019.

Finance and insurance revenues ~~increased $1.9~~decreased $2.1 million, or ~~39.4%~~32.4%, in the first quarter of ~~2019,~~2020, compared to the first quarter of ~~2018.~~2019. We expect finance and insurance revenues to fluctuate proportionately with our new and used commercial vehicle sales in ~~2019.~~2020. Finance and insurance revenues have limited direct costs and, therefore, contribute a disproportionate share of our operating profits.

Other income ~~increased $0.5~~decreased $1.8 million, or ~~10.1%~~31.1%, in the first quarter of ~~2019,~~2020, compared to the first quarter of ~~2018.~~2019. Other income consists primarily of document fees related to commercial vehicle sales.

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Gross Profit

Gross profit ~~increased $29.9~~decreased $22.4 million, or ~~13.2%~~8.7%, in the first quarter of ~~2019,~~2020, compared to the first quarter of ~~2018.~~2019. Gross profit as a percentage of sales ~~increased~~decreased to 18.2% in the first quarter of 2020, from 19.1% in the first quarter of ~~2019, from 18.3% in the first quarter of 2018.~~2019. The ~~increase~~decrease in gross profit as a percentage of sales is a result of ~~increased~~decreased gross margins in our Aftermarket Products and Services operations, commercial vehicle sales and truck lease and rental sales.

Gross margins from our Aftermarket Products and Services operations ~~increased~~decreased to 36.6% in the first quarter of 2020, compared to 37.7% in the first quarter of ~~2019, compared to 36.4% in the first quarter of 2018.~~2019. Gross profit from our Aftermarket Products and Services operations ~~increased~~decreased to $156.6 million in the first quarter of 2020, from $165.2 million in the first quarter of ~~2019, from $145.9 million in the first quarter of 2018.~~2019. Historically, gross margins on parts sales range from 27% to 28% and gross margins on service and collision center operations range from 67% to 68%. Gross profits from parts sales represented ~~60.3%~~58.8% of total gross profit for Aftermarket Products and Services operations in the first quarter of ~~2019~~2020 and ~~57.4%~~60.3% in the first quarter of ~~2018.~~2019. Service and collision center operations represented ~~39.7%~~41.2% of total gross profit for Aftermarket Products and Services operations in the first quarter of ~~2019~~2020 and ~~42.6%~~39.7% in the first quarter of ~~2018. We expect blended gross margins on Aftermarket Products and Services operations to range from approximately 37.5% to 38.5% in~~ 2019.

Gross margins on new Class 8 truck sales ~~increased to~~were 8.9% in the first quarter of ~~2019, from 8.1%~~2020 and in the first quarter of ~~2018.~~2019.
Gross margins on new Class 4 through 7 commercial vehicle sales increased to 6.1% in the first quarter of 2020, from 5.9% in the first quarter of 2019. This increase is primarily due to the mix of purchasers during the first quarter of ~~2019. In 2019, we expect overall gross margins from new Class 8 truck sales of approximately 7.0% to 8.0%.~~2020.

~~Gross margins on new Class 4 through 7 commercial vehicle sales decreased to 5.9% in the first quarter~~
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Table of 2019, from 6.8% in the first quarter of 2018. This decrease is primarily due to the mix of purchasers during the first quarter of 2019. In 2019, we expect overall gross margins from new Class 4 through 7 commercial vehicle sales of approximately 5.7% to 6.2%, but this will largely depend upon the mix of purchasers and types of vehicles sold.
Contents

Gross margins on used commercial vehicle sales decreased to 5.7% in the first quarter of 2020, from 10.6% in the first quarter of ~~2019, from 11.2% in the first quarter of 2018.~~2019. This decrease is primarily due to ~~increased availability~~write-downs of ~~quality~~ used ~~commercial vehicles as a result of increased new commercial vehicle sales. We expect margins on used commercial vehicles~~truck inventory to ~~range between 8.0% and 10.0% during 2019.~~appropriately value our inventory in the current market.

Gross margins from truck lease and rental sales ~~increased~~decreased to 14.1% in the first quarter of 2020, from 16.2% in the first quarter of ~~2019, from 15.8% in the first quarter of 2018.~~2019. This ~~increase~~decrease is primarily related to ~~increased~~decreased rental fleet utilization. ~~We expect gross margins from lease and rental sales of approximately 16.0% to 18.0% during 2019.~~ Our policy is to depreciate our lease and rental fleet using a ~~straight line~~straight-line method over each customer’s contractual lease term. The lease unit is depreciated to a residual value that approximates fair value at the expiration of the lease term. This policy results in us realizing reasonable gross margins while the unit is in service and a corresponding gain or loss on sale when the unit is sold at the end of the lease term.

Finance and insurance revenues and other income, as described above, have limited direct costs and, therefore, contribute a disproportionate share of gross profit.

Selling, General and Administrative Expenses

Selling, General and Administrative (“SG&A”) expenses ~~increased $15.5~~decreased $2.1 million, or ~~9.0%~~1.1%, in the first quarter of ~~2019,~~2020, compared to the first quarter of 2018. This increase is primarily related to increased headcount in the first quarter of 2019, compared to the first quarter of 2018, the increase in employee benefits and payroll taxes that we normally recognize during the first quarter of each year and increased commissions resulting from increased sales of commercial vehicles and aftermarket services.2019. SG&A expenses as a percentage of total revenues increased to 14.4% in the first quarter of 2020, from 13.9% in the first quarter of ~~2019, from 13.8% in the first quarter of 2018.~~2019. Annual SG&A expenses as a percentage of total revenues have ~~recently~~ ranged from ~~12.1%~~12.4% to 13.9%. over the last five years. In general, when new and used commercial vehicle revenues ~~decrease~~increase as a percentage of total revenues, SG&A expenses as a percentage of total revenues will be at ~~or exceed,~~ the ~~higher~~lower end of this range. ~~For 2019,~~Until we ~~expect~~have more clarity around the full economic impact of the COVID-19 pandemic, we are not able to provide any estimates with respect to our expectations regarding SG&A expenses as a percentage of total revenues ~~to range from 12.5% to 13.0% and the selling portion of SG&A expenses to be approximately 25.0% to 30.0% of new and used commercial vehicle gross profit.~~in 2020.

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Depreciation and Amortization Expense

Depreciation and amortization expense ~~decreased $10.0~~increased $1.4 million, or ~~43.6%~~10.9%, in the first quarter of ~~2019,~~2020, compared to the first quarter of ~~2018.~~2019. This ~~was the~~increase in depreciation expense is a result of ~~the additional amortization expense~~dealership construction projects that were completed during 2019 and purchases of ~~$10.2 million related to the replacement of~~computer equipment across our ~~ERP Platform components in the first quarter of 2018.~~dealerships.

Interest Expense, Net

Net interest expense ~~increased $3.1~~decreased $2.6 million, or ~~70.9%~~35.2%, in the first quarter of ~~2019,~~2020, compared to the first quarter of ~~2018.~~2019. This ~~increase~~decrease in interest expense is a result of the ~~increase~~decrease in inventory levels in the ~~LIBOR rate over the last year and increased inventory levels,~~first quarter of 2020, compared to the first quarter of ~~2018. Net~~2019. We expect net interest expense in ~~2019~~2020 to decrease, but the amount of the decrease will depend on inventory levels, interest rate fluctuations and the amount of cash available to make prepayments on our floor plan arrangements.

Income before Income Taxes

As a result of the factors described above, income from continuing operations before income taxes ~~increased $21.4~~decreased $17.9 million, or ~~76.3%~~36.1%, in the first quarter of ~~2019,~~2020, compared to the first quarter of ~~2018.~~2019.

Income Taxes

Income taxes ~~increased $5.4~~decreased $3.9 million, or ~~76.8%~~31.3%, in the first quarter of ~~2019,~~2020, compared to the first quarter of 2018. In the first quarter of 2019, we recorded $76,000 of tax expense related to an excess tax deficiency with respect to equity compensation. In the first quarter of 2018, we recorded $22,000 of tax expense related to an excess tax deficiency with respect to equity compensation.2019. We provided for taxes at a ~~25.0%~~28.0% effective rate in the first quarter of ~~2019~~2020 and 25.0% in the first quarter of ~~2018.~~2019. We expect our effective tax rate to be approximately ~~24%~~26% to ~~26%~~28% of pretax income in ~~2019.~~2020.

Liquidity and Capital Resources

Our short-term cash requirements are primarily for working capital, inventory financing, the renovation and expansion of existing facilities and the construction or purchase of new facilities. Historically, these cash requirements have been met through the retention of profits, borrowings under our floor plan arrangements and bank financings. As of March 31, ~~2019,~~2020, we had working capital of approximately ~~$168.8~~$205.8 million, including ~~$126.6~~$137.5 million in cash, available to fund our operations. We believe that these funds, together with expected cash flows from operations, are sufficient to meet our operating requirements for at least the next twelve months. From time to time, we utilize our excess cash on hand to pay down our outstanding borrowings under our ~~Floor~~floor plan credit agreement with BMO Harris (the “Floor Plan Credit ~~Agreement,~~Agreement”), and the resulting interest earned is recognized as an offset to our gross interest expense under the Floor Plan Credit Agreement.
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Table of Contents

We have a secured line of credit that provides for a maximum borrowing of $17.5 million. There were no advances outstanding under this secured line of credit aton March 31, ~~2019,~~2020, however, ~~$11.6~~$11.8 million was pledged to secure various letters of credit related to self-insurance products, leaving ~~$5.9~~$5.7 million available for future borrowings as of March 31, ~~2019.~~2020.

~~On March 21, 2017, we entered into the~~The Working Capital Facility with BMO Harris ~~which was amended by the First Amendment. The Working Capital Facility~~ includes up to $100 million of revolving credit loans available to us for working capital, capital expenditures and other general corporate purposes. The amount of the borrowings under the Working Capital Facility are subject to borrowing base limitations based on the value of our eligible parts inventory and company vehicles. The Working Capital Facility includes a $20 million letter of credit sublimit. Borrowings under the Working Capital Facility bear interest at rates based on LIBOR or the Base Rate (as such terms are defined in the Working Capital Facility), plus an applicable margin determined based on outstanding borrowing under the Working Capital Facility. In addition, we are required to pay a commitment fee on the amount unused under the Working Capital Facility. The Working Capital Facility expires on the earlier of (i) ~~March 21, 2020~~June 30, 2022 and (ii) the date on which all commitments under the Working Capital Facility shall have terminated, whether as a result of the occurrence of the Commitment Termination Date (as defined in the Working Capital Facility) or otherwise. There ~~was $75.0 million drawn on~~were no advances outstanding under the Working Capital Facility as of March 31, ~~2019.~~2020.

Our long-term real estate debt, floor plan financing agreements and the Working Capital Facility require us to satisfy various financial ratios such as the debt-to-worth ratio, leverage ratio and the fixed charge coverage ratio and certain requirements for tangible net worth and GAAP net worth. As of March 31, ~~2019,~~2020, we were in compliance with all debt covenants related to debt secured by real estate, lease and rental units, our floor plan credit agreements and the Working Capital Facility. We do not anticipate any breach of the covenants in the foreseeable future.

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~~Table~~
Until we have more clarity around the full economic impact of ~~Contents~~
Wethe COVID-19 pandemic, we are not able to provide any estimates regarding the value of commercial vehicles we expect to purchase or lease ~~commercial vehicles worth approximately $165.0 million to $190.0 million~~in 2020 for our leasing ~~operations during 2019, depending on customer demand,~~operations. However, all ~~of which~~such purchases or leases will be financed. We ~~also~~ expect to make capital expenditures for recurring items such as computers, shop tools and equipment and vehicles of approximately $30.0 million to ~~$40.0~~$35.0 million during ~~2019.~~
~~We have purchase obligations of approximately $8.5 million as of March 31, 2019 related a remodel of our facility in Atlanta, Georgia and the purchase of real estate in Irving, Texas.~~2020.

During the first quarter of ~~2019,~~2020, we paid a cash dividend of ~~$4.4~~$4.7 million. Additionally, on April ~~24, 2019,~~21, 2020, our Board of Directors declared a cash dividend of ~~$0.12~~$0.13 per share of Class A and Class B Common Stock, to be paid on June 10, ~~2019,~~2020, to all shareholders of record as of May ~~9, 2019.~~7, 2020. The total dividend disbursement is estimated at approximately ~~$4.4~~$4.7 million. We expect to continue paying cash dividends on a quarterly basis. However, there is no assurance as to future dividends because the declaration and payment of such dividends is subject to the business judgment of our Board of Directors and will depend on historic and projected earnings, capital requirements, covenant compliance and financial conditions and such other factors as ~~the~~our Board of Directors ~~deems~~deem relevant.

On ~~October 31, 2018,~~November 26, 2019, our Board of Directors approved a stock repurchase program authorizing management to repurchase, from time to time, up to an aggregate of ~~$150.0~~$100.0 million of our shares of Class A Common Stock and/or Class B Common Stock. ~~Repurchases,~~As of March 31, 2020, we had repurchased $20.4 million of our shares of common stock under the stock repurchase program. The stock repurchase program has been suspended as a result of the COVID-19 pandemic. If the stock repurchase program resumes at some point in the future, repurchases, if any, will be made at times and in amounts as we deem appropriate and may be made through open market transactions at prevailing market prices, privately negotiated transactions or by other means in accordance with federal securities laws. The actual timing, number and value of repurchases under the stock repurchase program will be determined by management at its discretion and will depend on a number of factors, including market conditions, stock price and other factors, including those related to the ownership requirements of our dealership agreements with Peterbilt. As of March 31, 2019, we had repurchased $92.0 million of our shares of common stock under the stock repurchase program. The current stock repurchase program expires on December 31, 2019, and may be suspended or discontinued at any time.

We anticipate funding the capital expenditures for the improvement and expansion of existing facilities and recurring expenses through our operating cash flows. We have the ability to fund the construction or purchase of new facilities through our operating cash flows or by financing.

We have no other material commitments for capital expenditures as of March 31, ~~2019.~~2020. However, we will continue to purchase vehicles for our lease and rental operations and authorize capital expenditures for the improvement or expansion of our existing dealership facilities and construction or purchase of new facilities based on market opportunities.

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Cash Flows

Cash and cash equivalents decreased by $44.1 million during the three months ended March 31, 2020, and decreased by $5.2 million during the three months ended March 31, ~~2019, compared to the three months ended March 31, 2018, and increased by $7.2 million during the three months ended March 31, 2018, compared to the three months ended March 31, 2017.~~2019. The major components of these changes are discussed below.
Cash Flows from Operating Activities

Cash flows from operating activities include net income adjusted for non-cash items and the effects of changes in working capital. During the first quarter of 2020, operating activities resulted in net cash provided by operations of $138.8 million. Net cash provided by operating activities primarily consisted of $23.1 million in net income, as well as non-cash adjustments related to depreciation and amortization of $45.2 million and stock-based compensation of $8.6 million. Cash provided by operating activities included an aggregate of $62.1 million net change in operating assets and liabilities. Included in the net change in operating assets and liabilities was primarily cash inflows of $153.6 million from the decrease in inventory and $6.0 million in the decrease in other current assets, which was offset by $30.9 million from the increase in accounts receivable, $26.9 million from the net decrease in accounts payable and accrued liabilities, $16.7 million from the decrease in customer deposits, $7.2 million from the decrease in the provision for deferred income tax expense and $16.7 million from the net decrease in floor plan (trade). The majority of our commercial vehicle inventory is financed through our floor plan credit agreements.
During the first quarter of 2019, operating activities resulted in net cash used in operations of $39.3 million. Net cash used in operating activities primarily consisted of $37.1 million in net income, as well as non-cash adjustments related to depreciation and amortization of $41.8 million and stock-based compensation of $8.8 million. Cash used in operating activities included an aggregate of $127.5 million net change in operating assets and liabilities. Included in the net change in operating assets and liabilities was primarily cash inflows of $3.1 million from the net increase in floor plan (trade), and $19.8 million from the increase in accounts payable, which was offset by $10.2 million from the increase in accounts receivable, $106.3 million from the increase in inventories and ~~$13.2 million from the net increase in accounts payable and accrued liabilities,. The majority of our commercial vehicle inventory is financed through our floor plan credit agreements.~~
During the first quarter of 2018, operating activities resulted in net cash provided by operations of $117.7 million. Net cash provided by operating activities primarily consisted of $21.0 million in net income, as well as non-cash adjustments related to depreciation and amortization of $51.1 million, deferred income tax of $0.8 million and stock-based compensation of $7.9 million. Cash used in operating activities included an aggregate of $36.9 million net change in operating assets and liabilities. Included in the net change in operating assets and liabilities were primarily cash inflows of $35.4 million from the net increase in floor plan (trade), $5.7$33.0 million from the decrease in ~~inventories and $5.0 million from the net increase in accounts payable~~customer deposits and accrued ~~liabilities, which was offset by $7.1 million from the increase in accounts receivable.~~liabilities.
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In June 2012, we entered into a wholesale financing agreement with Ford Motor Credit Company that provides for the financing of, and is collateralized by, our Ford new vehicle inventory. This wholesale financing agreement bears interest at a rate of Prime plus 150 basis points minus certain incentives and rebates. As of March 31, ~~2019,~~2020, the interest rate on the wholesale financing agreement was ~~7.0%~~4.75% before ~~applying~~considering the applicable incentives that we are qualified to receive. As of March 31, ~~2019,~~2020, we had an outstanding balance of approximately ~~$142.2~~$99.9 million under the Ford Motor Credit Company wholesale financing agreement.

Cash Flows from Investing Activities
During the first quarter of 2020, cash used in investing activities was $47.3 million. Cash flows used in investing activities consist primarily of cash used for capital expenditures. Capital expenditures of $49.5 million consisted primarily of $15.0 million for purchases of property and equipment and improvements to our existing dealership facilities and $34.5 million for additional units for the rental and leasing operations, which were directly offset by borrowings of long-term debt.

During the first quarter of 2019, cash used in investing activities was $89.2 million. Cash flows used in investing activities consist primarily of cash used for capital expenditures. Capital expenditures of $63.6 million consisted primarily of $24.3 million for purchases of property and equipment and improvements to our existing dealership facilities and $39.3 million for additional units for the rental and leasing operations, which were directly offset by borrowings of long-term debt. Business acquisitions of $7.9 million ~~consist~~consisted of the purchase of a Ford dealership in Ceres, California, including the real estate. The Company purchased an equity method investment for $22.6 million for 50% of the equity interest in RTC Canada. We expect to purchase or lease commercial vehicles worth approximately $165.0 million to $190.0 million for our leasing operations in 2019, depending on customer demand, all of which will be financed. During 2019, we expect to make capital expenditures for recurring items such as computers, shop equipment and vehicles of $30.0 million to $40.0 million.
During the first quarter of 2018, cash used in investing activities was $47.1 million. Cash flows used in investing activities consist primarily of cash used for capital expenditures. Capital expenditures of $48.2 million consisted primarily of $5.1 million for purchases of property and equipment and improvements to our existing dealership facilities and $43.1 million for additional units for the rental and leasing operations, which were directly offset by borrowings of long-term debt.

Cash Flows from Financing Activities

Cash flows from financing activities include borrowings and repayments of long-term debt and net proceeds of floor plan notes payable, non-trade. During the first quarter of 2020, financing activities used $135.6 million in net cash flow. Cash outflows were primarily related to $92.6 million used for net payments floor plan (non-trade), $47.5 million used for principal repayments of long-term debt and capital lease obligations, $19.9 million used for the repurchase of our common stock and $4.8 million used for the payment of cash dividends. These cash outflows were offset by cash inflows related to borrowings of $28.2 million of long-term debt. The borrowings of long-term debt were related to purchasing units for the rental and leasing operations.
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During the first quarter of 2019, financing activities provided $123.3 million in net cash flow. Cash outflows were primarily related to $45.4 million used for principal repayments of long-term debt and capital lease obligations, $25.6 million used for the repurchase of our common stock and $4.4 million used for the payment of cash dividends. These cash outflows were offset by cash inflows related to borrowings of $37.9 million of long-term debt, $75.0 million of proceeds from the Working Capital Facility and $85.3 million from draws floor plan (non-trade). The borrowings of long-term debt were related to purchasing units for the rental and leasing operations.

During the first quarter of 2018, we used $63.4 million in net cash flow from financing activities. Cash outflows were primarily related to $49.5 million used for principal repayments of long-term debt and capital lease obligations, $8.4 million from net payments of floor plan (non-trade) and $38.1 million used for the repurchase of our common stock. These cash outflows were offset by cash inflows related to borrowings of $32.1 million of long-term debt. The borrowings of long-term debt were related to purchasing units for the rental and leasing operations.
Most of our commercial vehicle inventory purchases are made on terms requiring payment to the manufacturer within 15 days or less from the date the commercial vehicles are invoiced from the factory. ~~On April 25, 2019, we entered into the Floor Plan Credit Agreement with BMO Harris. Prior to the Floor Plan Credit Agreement, we financed~~We finance the majority of all new commercial vehicle inventory and the loan value of our used commercial vehicle inventory under the ~~Third Amended and Restated Floor Plan Credit Agreement and going forward, the majority of such financings will occur under the~~ Floor Plan Credit Agreement. The Floor Plan Credit Agreement includes an aggregate loan commitment ~~that increased to~~of $1.0 ~~billion from $875.0 million under the Third Amended and Restated Floor Plan Credit Agreement.~~billion. Borrowings under the Floor Plan Credit Agreement bear interest at an annual rate equal to (A) the greater of (i) zero and (ii) one month LIBOR rate, determined on the last day of the prior month, plus (B) 1.25% and are payable monthly. Loans under the Floor Plan Credit Agreement for the purchase of used commercial vehicle inventory are limited to $150.0 million and loans for working capital purposes are limited to $200.0 million. The Floor Plan Credit Agreement expires June 30, 2022, although BMO Harris has the right to terminate at any time upon 360 days written notice and we may terminate at any time, subject to specified limited exceptions. On March 31, ~~2019,~~2020, we had approximately ~~$875.0~~$693.9 million outstanding under the ~~Third Amended and Restated~~ Floor Plan Credit Agreement. The average daily outstanding borrowings under the ~~Third Amended and Restated~~ Floor Plan Credit Agreement were ~~$809.7~~$769.2 million during the three months ended March 31, ~~2019.~~2020. We utilize our excess cash on hand to pay down our outstanding borrowings under the Floor Plan Credit Agreement, and the resulting interest earned is recognized as an offset to our gross interest expense under the Floor Plan Credit Agreement.

25
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Navistar Financial Corporation and Peterbilt offer trade terms that provide an interest-free inventory stocking period for certain new commercial vehicles. This interest-free period is generally 15 to 60 days. If the commercial vehicle is not sold within the interest-free period, we then finance the commercial vehicle under the Floor Plan Credit Agreement.

Backlog

On March 31, ~~2019,~~2020, our backlog of commercial vehicle orders was approximately ~~$2,063.2~~$1,091.4 million, as compared to a backlog of commercial vehicle orders of approximately ~~$1,358.3~~$2,063.2 million on March 31, ~~2018.~~2019. Our backlog is determined quarterly by multiplying the number of new commercial vehicles for each particular type of commercial vehicle ordered by a customer at our Rush Truck Centers by the recent average selling price for that type of commercial vehicle. We include only confirmed orders in our backlog. However, such orders are subject to cancellation. In the event of order cancellation, we have no contractual right to the total revenues reflected in our backlog. The delivery time for a custom-ordered commercial vehicle varies depending on the truck specifications and demand for the particular model ordered. We sell the majority of our new heavy-duty commercial vehicles by customer special order and we sell the majority of our medium- and light-duty commercial vehicles out of inventory. Orders from a number of our major fleet customers are included in our backlog as of March 31, ~~2019,~~2020, and we expect to fill the majority of our backlog orders during ~~2019.~~2020.

Seasonality

Our Truck Segment is moderately seasonal. Seasonal effects on new commercial vehicle sales related to the seasonal purchasing patterns of any single customer type are mitigated by the diverse geographic locations of our dealerships and our diverse customer base, including regional and national fleets, local and state governments, corporations and owner-operators. However, commercial vehicle ~~parts~~Aftermarket Products and ~~service~~Services operations historically have experienced higher sales volumes in the second and third quarters.

Cyclicality

Our business is dependent on a number of factors including general economic conditions, fuel prices, interest rate fluctuations, credit availability, environmental and other government regulations and customer business cycles. Unit sales of new commercial vehicles have historically been subject to substantial cyclical variation based on these general economic conditions. According to data published by A.C.T. Research, in recent years, total U.S. retail sales of new Class 8 ~~trucks~~commercial vehicles have ranged from a low of approximately 97,000 in 2009, to a high of approximately ~~255,711~~281,440 in ~~2018.~~2019. Through geographic expansion, concentration on higher margin Aftermarket Products and Services and diversification of our customer base, we have attempted to reduce the negative impact of adverse general economic conditions or cyclical trends affecting the ~~new~~ Class 8 ~~truck~~commercial vehicle industry on our earnings.
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Off-Balance Sheet Arrangements

~~Other than operating leases prior to the adoption of Topic 842 on January 1, 2019, we~~We do not have any obligation under any transaction, agreement or other contractual arrangement to which an entity unconsolidated with usthe Company is a party, that has or is reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Environmental Standards and Other Governmental Regulations

We are subject to federal, state and local environmental laws and regulations governing the following: discharges into the air and water; the operation and removal of underground and aboveground storage tanks; the use, handling, storage and disposal of hazardous substances, petroleum and other materials; and the investigation and remediation of environmental impacts. As with commercial vehicle dealerships generally, and vehicle service, parts and collision center operations in particular, our business involves the generation, use, storage, handling and contracting for recycling or disposal of hazardous materials or wastes and other environmentally sensitive materials. We have incurred, and will continue to incur, capital and operating expenditures and other costs in complying with such laws and regulations.
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~~Table of Contents~~

Our operations involving the use, handling, storage and disposal of hazardous and nonhazardous materials are subject to the requirements of the federal Resource Conservation and Recovery Act, or RCRA, and comparable state statutes. Pursuant to these laws, federal and state environmental agencies have established approved methods for handling, storage, treatment, transportation and disposal of regulated substances with which we must comply. Our business also involves the operation and use of aboveground and underground storage tanks. These storage tanks are subject to periodic testing, containment, upgrading and removal under RCRA and comparable state statutes. Furthermore, investigation or remediation may be necessary in the event of leaks or other discharges from current or former underground or aboveground storage tanks.

We may also have liability in connection with materials that were sent to third-party recycling, treatment, or disposal facilities under the federal Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, and comparable state statutes. These statutes impose liability for investigation and remediation of environmental impacts without regard to fault or the legality of the conduct that contributed to the impacts. Responsible parties under these statutes may include the owner or operator of the site where impacts occurred and companies that disposed, or arranged for the disposal, of the hazardous substances released at these sites. These responsible parties also may be liable for damages to natural resources. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances or other materials into the environment.

The federal Clean Water Act and comparable state statutes require containment of potential discharges of oil or hazardous substances, and require preparation of spill contingency plans. Water quality protection programs govern certain discharges from some of our operations. Similarly, the federal Clean Air Act and comparable state statutes regulate emissions of various air emissions through permitting programs and the imposition of standards and other requirements.

The Environmental Protection Agency (“EPA”) and the National Highway Traffic Safety Administration (“NHTSA”), on behalf of the U.S. Department of Transportation, issued rules associated with reducing greenhouse gas (“GHG”) emissions and improving the fuel efficiency of medium and heavy-duty trucks and buses for model years 2021 through 2027. We do not believe that these rules will negatively impact our business, however, future legislation or other new regulations that may be adopted to address GHG emissions or fuel efficiency standards may negatively impact our business. Additional regulations could result in increased compliance costs, additional operating restrictions or changes in demand for our products and services, which could have a material adverse effect on our business, financial condition and results of operations.

We do not believe that we currently have any material environmental liabilities or that compliance with environmental laws and regulations will have a material adverse effect on our results of operations, financial condition or cash flows. However, soil and groundwater impacts are known to exist at some of our dealerships. Further, environmental laws and regulations are complex and subject to change. In addition, in connection with acquisitions, it is possible that we will assume or become subject to new or unforeseen environmental costs or liabilities, some of which may be material. In connection with our dispositions, or prior dispositions made by companies we acquire, we may retain exposure for environmental costs and liabilities, some of which may be material. Compliance with current or amended, or new or more stringent, laws or regulations, stricter interpretations of existing laws or the future discovery of environmental conditions could require additional expenditures by us, and those expenditures could be material.

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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.

Market risk represents the risk of loss that may impact the financial position, results of operations, or cash flows of the Company due to adverse changes in financial market prices, including interest rate risk, and other relevant market rate or price risks.

We are exposed to market risk through interest rates related to our floor plan financing agreements, the Working Capital Facility, variable rate real estate debt and discount rates related to finance sales. The majority of floor plan debt and variable rate real estate debt is based on LIBOR. As of March 31, ~~2019,~~2020, we had floor plan borrowings of approximately $888.7 million and variable interest rate real estate debt of approximately ~~$1,189.5~~$56.5 million. Assuming an increase or decrease in LIBOR of 100 basis points, annual interest expense could correspondingly increase or decrease by approximately ~~$11.9~~$9.5 million.
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~~Table of Contents~~

ITEM 4. Controls and Procedures.

The Company, under the supervision and with the participation of management, including the Company’s principal executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the principal executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of March 31, ~~2019~~2020 to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to Company management, including the principal executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting that occurred during the three months ended March 31, ~~2019~~2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.

From time to time, we are involved in litigation arising out of our operations in the ordinary course of business. We maintain liability insurance, including product liability coverage, in amounts deemed adequate by management. To date, aggregate costs to us for claims, including product liability actions, have not been material. However, an uninsured or partially insured claim, or claim for which indemnification is not available, could have a material adverse effect on our financial condition or results of operations. We believe that there are no claims or litigation pending, the outcome of which could have a material adverse effect on our financial position or results of operations. However, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on our financial condition or results of operations for the fiscal period in which such resolution occurred.

ITEM 1A. Risk Factors.

~~While we attempt to identify, manage and mitigate risks and uncertainties associated with~~We are supplementing the risk factors described under “Item 1A. Risk Factors” in our ~~business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Item 1A, Part I of our 2018~~2019 Annual Report on Form 10-K ~~(the “2018 Annual Report”) describes~~with the additional risk factor set forth below, which supplements, and to the extent inconsistent, supersedes such risk factors.
COVID-19 has disrupted, and may continue to disrupt, our business, which could adversely affect our financial performance.
The COVID-19 pandemic has adversely impacted the global economy. Governmental authorities have taken severe countermeasures to slow the spread of COVID-19, including a number of shelter-in-place orders and large-scale restrictions on travel. While our Rush Truck Centers are operational at this time and have been classified as “essential businesses,” the pandemic is a highly fluid and rapidly evolving situation and we cannot anticipate whether we may be forced to close any of our Rush Truck Centers due to potential restrictions imposed by a governmental authority in one of the jurisdictions that we operate or due to a COVID-19 outbreak at one of our Rush Truck Centers that forces us to close such affected dealership. In addition, all of the commercial vehicle manufacturers that we represent have suspended manufacturing operations at certain plants, and some of these suspensions are currently ongoing. We cannot predict with any certainty when such plants will resume operations or whether they could be forced to suspend operations again at some point in the ~~risks~~future due to COVID-19.
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Although we believe that the COVID-19 pandemic will have a significant negative impact on our business, the magnitude of such impact cannot be predicted at this time due to numerous uncertainties, including the duration of the pandemic and ~~uncertainties~~business closures, the effectiveness of actions taken to contain the spread of the disease and other unintended consequences. The impact of the pandemic may include changes in customer demand; our relationship with, and the financial and operational capacities of, vehicle manufacturers, captive finance companies and other suppliers; workforce availability; risks associated with our ~~business that have~~indebtedness (including available borrowing capacity, compliance with financial covenants and ability to refinance or repay indebtedness on favorable terms); the ~~potential to materially~~adequacy of our cash flow and earnings and other conditions which may affect our ~~business, financial condition~~liquidity; our ability to pay our quarterly dividend at prior levels; and disruptions to our technology network and other critical systems, including our ERP Platform or ~~results of operations.~~
~~There has been no material change in our risk factors disclosed in our 2018 Annual Report.~~other facilities or equipment.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

We did not make any unregistered sales of equity securities during the first quarter of ~~2019.~~2020.

A summary of the Company’s stock repurchase activity for the first quarter of ~~2019~~2020 is as follows:

Period

Total Number of Shares Purchased (1)(2)(3)

Average Price Paid Per Share (1)

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)

Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3)

January 1 – January 31, 2019
520,200 $ 36.55 (4) 520,200 $ 65,105,186
February 1 – February 28, 2019
72,561 39.77 (5) 72,561 62,217,524
March 1 – March 31, 2019
99,665 41.43 (6) 99,665 58,085,919
Total
692,426 692,426 58,085,919
Period

Total
Number of
Shares
Purchased
(1)(2)(3)

Average
Price Paid
Per Share
(1)

Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs (2)

Approximate
Dollar Value of
Shares that May
Yet be Purchased
Under the Plans
or Programs (3)

January 1 – January 31, 2020
25,596 $ 45.63 (4) 25,596 $ 98,323,292
February 1 – February 28, 2020
45,355 42.77 (5) 45,355 96,382,148
March 1 – March 31, 2020
538,663 31.14 (6) 538,663 79,590,063
Total
609,614 609,614

(1)
The calculation of the average price paid per share does not give effect to any fees, commissions or other costs associated with the repurchase of such shares.
(2)
The shares represent Class A and Class B Common Stock repurchased by the Company.
(3)
On ~~October 31, 2018, our Board~~December 3, 2019, we announced the approval of ~~Directors approved~~ a new stock repurchase program authorizing management to repurchase, from time to time, up to an aggregate of ~~$150.0~~$100.0 million of our shares of Class A Common Stock and/or Class B Common Stock. The current stock repurchase program ~~expires~~was discontinued by our Board of Directors on ~~December 31, 2019, and may be suspended or discontinued at any time.~~March 24, 2020.
(4)
Represents ~~500,753~~1,472 shares of Class A Common Stock at an average price paid per share of ~~$36.49~~$43.00 and ~~19,447~~24,124 shares of Class B Common Stock at an average price paid per share of ~~$37.99.~~$45.79.
(5)
Represents ~~60,316~~32,997 shares of Class A Common Stock at an average price paid per share of ~~$39.58~~$42.22 and ~~12,245~~12,358 shares of Class B Common Stock at an average price paid per share of ~~$40.71.~~$44.24
(6)
Represents ~~77,933~~520,654 shares of Class A Common Stock at an average price paid per share of ~~$41.63~~$31.09 and ~~21,732~~18,009 shares of Class B Common Stock at an average price paid per share of ~~$40.70.~~$32.58.
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ITEM 3. Defaults Upon Senior Securities.

Not Applicable

ITEM 4. Mine Safety Disclosures.

Not Applicable

ITEM 5. Other Information.

Not Applicable

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ITEM 6. Exhibits.

Exhibit
Number
Exhibit Title
3.1
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 3.1 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed May 21, 2013)
10.1
Fourth Amended and Restated Credit Agreement, dated as of April 25, 2019 by and among the Company, the Lenders signatory thereto and BMO Harris Bank N.A., as Administrative Agent and Collateral Agent (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed May 1, 2019)
~~10.2~~
~~First~~Second Amendment and Joinder to Credit Agreement, dated as of ~~April 25, 2019~~March 19, 2020 by and among the Company, the Lenders signatory thereto and BMO Harris Bank N.A., as Administrative Agent (incorporated herein by reference to Exhibit ~~10.2~~10.1 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed ~~May 1, 2019)~~
~~10.3~~
~~Guaranty Agreement, dated as of April~~March 25, ~~2019 between Rush and the Bank of Montreal (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed May 1, 2019)~~2020)
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.
101.INS*
~~XBRL Instance Document.~~
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

*
Filed herewith
**
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of ~~1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of~~ 1934.

29
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

RUSH ENTERPRISES, INC.

Date:     May ~~10, 2019~~11, 2020
By:
/S/ W.M. “RUSTY” RUSH
W.M. “Rusty” Rush
President, Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)

Date:     May ~~10, 2019~~  11, 2020 ~~By:~~ /S/ STEVEN L. KELLER

Steven L. Keller
Chief Financial Officer and Treasurer
~~(Principal~~
(Principal Financial and Accounting Officer)

30
29

Texas	74-1733016
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

Large accelerated filer ☑	Accelerated filer ☐	Non-accelerated filer ☐	Smaller Reporting company ☐

			Emerging growth company ☐

	Number of Shares
Class	~~Shares~~ Outstanding
~~Class~~	~~Outstanding~~
Class A Common Stock, $.01 Par Value	~~28,212,301~~ 27,550,553
Class B Common Stock, $.01 Par Value	~~8,448,669~~ 8,410,440

PART I. FINANCIAL INFORMATION		Page

	Item 1.	Financial Statements

		Consolidated Balance Sheets - March 31, ~~2019~~2020 (unaudited) and December 31, ~~2018~~2019	3

		Consolidated Statements of Income and Comprehensive Income - For the Three Months Ended March 31, ~~2019~~2020 and ~~2018~~2019 (unaudited)	4

		Consolidated Statements of Cash Flows - For the Three Months Ended March 31, ~~2019~~2020 and ~~2018~~2019 (unaudited)	56

		Notes to Consolidated Financial Statements (unaudited)	67

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1613

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2726

	Item 4.	Controls and Procedures	2826




PART II. OTHER INFORMATION

	Item 1.	Legal Proceedings	2826

	Item 1A.	Risk Factors	2826

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2827

	Item 3.	Defaults Upon Senior Securities	2927

	Item 4.	Mine Safety Disclosures	2927

	Item 5.	Other Information	2927

	Item 6.	Exhibits	2928

SIGNATURES			3029

	March 31,			December 31,			March 31,			December 31,
	2019			2018			2020			2019
	(unaudited)						(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	126,572		$	131,726		$	137,540		$	181,620
Accounts receivable, net		195,120			190,650
Note receivable affiliate		18,629			12,885
Accounts receivable (less allowances for credit losses of $1,679 and $1,424, respectively)								214,597			183,704
Inventories, net		1,465,442			1,339,923			1,190,319			1,326,080
Prepaid expenses and other		11,425			10,491			14,726			20,728
Assets held for sale		2,269			2,269			419			419
Total current assets		1,819,457			1,687,944			1,557,601			1,712,551
Property and equipment, net		1,195,824			1,184,053			1,276,055			1,279,931
Right-of-use assets, net		53,144			–
Operating lease right-of-use assets, net								55,994			57,197
Goodwill, net		291,725			291,391			292,142			292,142
Other assets, net		61,876			37,962			60,866			65,508
Total assets	$	3,422,026		$	3,201,350		$	3,242,658		$	3,407,329

Liabilities and shareholders’ equity
Current liabilities:
Floor plan notes payable	$	1,111,473		$	1,023,019		$	888,680		$	996,336
Line of credit		75,000			–
Current maturities of long-term debt		157,213			161,955			183,727			189,265
Current maturities of finance lease obligations		19,709			19,631			23,339			22,892
Current maturities of operating lease obligations		9,528			–			10,141			10,114
Trade accounts payable		149,077			127,451			122,830			133,697
Customer deposits		24,438			36,183			25,994			42,695
Accrued expenses		104,247			125,056			97,133			112,390
Total current liabilities		1,650,685			1,493,295			1,351,844			1,507,389
Long-term debt, net of current maturities		438,794			439,218			426,727			438,413
Finance lease obligations, net of current maturities		49,947			49,483			75,300			69,478
Operating lease obligations, net of current maturities		43,746			–			46,357			47,555
Other long-term liabilities		13,975			11,118			19,817			20,704
Deferred income taxes, net		141,458			141,308			157,137			164,297
Shareholders’ equity:
Preferred stock, par value $.01 per share; 1,000,000 shares authorized; 0 shares outstanding in 2019 and 2018		–			–
Common stock, par value $.01 per share; 60,000,000 Class A shares and 20,000,000 Class B shares authorized; 28,186,893 Class A shares and 8,462,616 Class B shares outstanding in 2019; and 28,709,636 Class A shares and 8,290,277 Class B shares outstanding in 2018		462			458
Preferred stock, par value $.01 per share; 1,000,000 shares authorized; 0 shares outstanding in 2020 and 2019								–			–
Common stock, par value $.01 per share; 60,000,000 Class A shares and 20,000,000 Class B shares authorized; 27,532,890 Class A shares and 8,410,440 Class B shares outstanding in 2020; and 27,953,648 Class A shares and 8,240,486 Class B shares outstanding in 2019								469			465
Additional paid-in capital		379,454			370,025			406,725			397,267
Treasury stock, at cost: 4,430,753 Class A shares and 5,084,211 Class B shares in 2019 and 3,791,751 Class A shares and 5,030,787 Class B shares in 2018		(271,890	)		(245,842	)
Treasury stock, at cost: 5,610,906 Class A shares and 5,360,832 Class B shares in 2020 and 5,055,783 Class A shares and 5,306,341 Class B shares in 2019								(324,031	)		(304,129	)
Retained earnings		975,011			942,287			1,083,906			1,065,553
Accumulated other comprehensive income		384			–			(1,593	)		337
Total shareholders’ equity		1,083,421			1,066,928			1,165,476			1,159,493
Total liabilities and shareholders’ equity	$	3,422,026		$	3,201,350		$	3,242,658		$	3,407,329

	Three Months Ended March 31,					Three Months Ended March 31,
	2019		2018			2020		2019
	(unaudited)		(unaudited)
Revenues:
Revenues
New and used commercial vehicle sales	$	838,283	$	773,100		$	789,554	$	838,283
Parts and service sales		438,354		400,295			427,978		438,354
Lease and rental		59,433		57,524			60,781		59,433
Finance and insurance		6,610		4,741			4,467		6,610
Other		5,637		5,121			3,883		5,637
Total revenue		1,348,317		1,240,781			1,286,663		1,348,317
Cost of products sold:
Cost of products sold
New and used commercial vehicle sales		768,417		710,914			728,539		768,417
Parts and service sales		273,189		254,444			271,415		273,189
Lease and rental		49,795		48,428			52,208		49,795
Total cost of products sold		1,091,401		1,013,786			1,052,162		1,091,401
Gross profit		256,916		226,995			234,501		256,916
Selling, general and administrative expense		187,181		171,670			185,074		187,181
Depreciation and amortization expense		12,925		22,908			14,330		12,925
Gain (loss) on sale of assets		57		(28	)
Gain on sale of assets							100		57
Operating income		56,867		32,389			35,197		56,867
Other income							1		−
Equity in earnings of unconsolidated entities		49		−			1,240		49
Interest expense, net		7,358		4,306			4,769		7,358
Income before taxes		49,558		28,083			31,669		49,558
Provision for income taxes		12,454		7,044
Income tax provision							8,562		12,454
Net income	$	37,104	$	21,039		$	23,107	$	37,104

Earnings per common share:
Basic	$	1.01	$	0.53		$	0.63	$	1.01
Diluted	$	0.98	$	0.51		$	0.62	$	0.98

Weighted average shares outstanding:
Basic		36,817		39,665			36,485		36,817
Diluted		37,834		41,092			37,326		37,834

Dividends declared per common share	$	0.12		−		$	0.13	$	0.12

Comprehensive income	$	37,488	$	21,039		$	21,177	$	37,488

	Three Months Ended
	March 31,
	2019			2018
Cash flows from operating activities:
Net income	$	37,104		$	21,039
Adjustments to reconcile net income to net cash provided by operating activities-
Depreciation and amortization		41,764			51,056
(Gain) loss on sale of property and equipment, net		(57	)		28
Stock-based compensation expense related to employee stock options and employee stock purchases		8,836			7,893
Provision for deferred income tax expense		150			755
Change in accounts receivable, net		(10,214	)		(7,140	)
Change in inventories		(106,323	)		5,706
Change in prepaid expenses and other, net		(934	)		(2,103	)
Change in trade accounts payable		19,788			12,912
Draws on floor plan notes payable – trade, net		3,140			35,380
Change in customer deposits		(11,745	)		38
Change in accrued expenses		(21,233	)		(7,900	)
Other, net		469			−
Net cash (used in) provided by operating activities		(39,255	)		117,664
Cash flows from investing activities:
Acquisition of property and equipment		(59,853	)		(48,215	)
Proceeds from the sale of property and equipment		168			2,231
Business acquisitions		(7.936	)		−
Purchase of equity method investment and call option		(22,567	)		−
Other		948			(1,098	)
Net cash used in investing activities		(89,240	)		(47,082	)
Cash flows from financing activities:
Draws (payments) on floor plan notes payable – non-trade, net		85,314			(8,410	)
Proceeds from long-term debt		37,858			32,137
Proceeds from line of credit		75,000			−
Principal payments on long-term debt		(43,024	)		(46,278	)
Principal payments on capital lease obligations		(2,408	)		(3,224	)
Issuance of shares relating to employee stock options and employee stock purchases		597			501
Payments of cash dividends		(4,380	)		−
Common stock repurchased		(25,616	)		(38,137	)
Net cash provided by (used in) financing activities		123,341			(63,411	)
Net decrease in cash and cash equivalents		(5,154	)		7,171
Cash and cash equivalents, beginning of period		131,726			124,541
Cash and cash equivalents, end of period	$	126,572		$	131,712
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	13,612		$	9,943
Income taxes paid, net	$	6,589		$	1,500

	Common Stock																	Accumulated
	Shares Outstanding						$0.01 Par		Additional Paid-In			Treasury			Retained			Other Comprehensive
	Class A			Class B			Value		Capital			Stock			Earnings			Income			Total

Balance, December 31, 2019		27,954			8,240		$	465	$	397,267		$	(304,129	)	$	1,065,553		$	337		$	1,159,493

Stock options exercised and stock awards		73			–			1		1,421			–			–			–			1,422
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan		–			–			–		8,553			–			–			–			8,553
Vesting of restricted share awards		–			224			2		(2,416	)		–			–			–			(2,414	)
Issuance of common stock under employee stock purchase plan		61			–			1		1,900			–			–			–			1,901
Common stock repurchases		(555	)		(54	)		–		–			(19,902	)		–			–			(19,902	)
Dividend Class A common stock		–			–			–		–			–			(3,646	)		–			(3,646	)
Dividend Class B common stock		–			–			–		–			–			(1,108	)		–			(1,108	)
Other comprehensive income		–			–			–		–			–			–			(1,930	)		(1,930	)
Net income		–			–			–		–			–			23,107			–			23,107

Balance, March 31, 2020		27,533			8,410		$	469	$	406,725		$	(324,031	)	$	1,083,906		$	(1,593	)	$	1,165,476

	Three Months Ended March 31,				Three Months Ended March 31,
	2019		2018		2020		2019
Numerator:
Numerator for basic and diluted earnings per share – Net income available to common shareholders	$	37,104	$	21,039
Numerator for basic and diluted earnings per share –
Net income available to common shareholders					$	23,107	$	37,104
Denominator:
Denominator for basic earnings per share – weighted average shares outstanding		36,817		39,665		36,485		36,817
Effect of dilutive securities– Employee and director stock options and restricted share awards		1,017		1,427
Effect of dilutive securities–
Employee and director stock options and restricted share awards						841		1,017
Denominator for diluted earnings per share – adjusted weighted average shares outstanding and assumed conversions		37,834		41,092		37,326		37,834
Basic earnings per common share	$	1.01	$	.53	$	0.63	$	1.01
Diluted earnings per common share and common share equivalents	$	0.98	$	0.51	$	0.62	$	0.98

	Truck Segment		All Other			Totals		Truck Segment		All Other			Totals

As of and for the three months ended March 31, 2020
Revenues from external customers								$	1,283,379	$	3,284		$	1,286,663
Segment operating income (loss)									35,451		(254	)		35,197
Segment income (loss) before taxes									31,993		(324	)		31,669
Segment assets									3,203,704		38,954			3,242,658

As of and for the three months ended March 31, 2019
Revenues from external customers	$	1,344,449	$	3,868		$	1,348,317	$	1,344,449	$	3,868		$	1,348,317
Segment operating income		56,742		125			56,867		56,742		125			56,867
Segment income before taxes		49,505		53			49,558		49,505		53			49,558
Segment assets		3,384,441		37,585			3,422,026		3,384,441		37,585			3,422,026

As of and for the three months ended March 31, 2018
Revenues from external customers	$	1,236,652	$	4,129		$	1,240,781
Segment operating income		32,360		29			32,389
Segment income (loss) before taxes		28,103		(20	)		28,083
Segment assets		2,864,504		34,700			2,899,204

	Three Months Ended March 31, 2019		Three Months Ended March 31, 2018		Three Months Ended March 31, 2020		Three Months Ended March 31, 2019
Commercial vehicle sales revenue	$	838,283	$	773,100	$	789,554	$	838,283
Parts revenue		247,317		223,354		236,597		247,317
Commercial vehicle repair service revenue		191,037		176,941		191,381		191,037
Finance revenue		4,095		2,336		2,355		4,095
Insurance revenue		2,515		2,405		2,112		2,515
Other revenue		5,637		5,121		3,883		5,637
Total	$	1,288,884	$	1,183,257	$	1,225,882	$	1,288,884

	●	~~The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.~~
	●	~~The lease provides the lessee an option to purchase the underlying asset, and that option is reasonably certain to be exercised.~~
	●	~~The lease term is for the major part of the remaining economic life of the underlying asset.~~
	●	~~The present value of the lease payments equals or exceeds substantially all of the fair value of the underlying asset.~~
	●	The underlying asset is of such a specialized nature that only the lessee can use it without major modifications. The lessor expects to have no alternative use for the leased asset at the end of the lease.

		Three Months Ended
	Classification	March 31, 2019
Operating lease cost	SG&A expense	$	3,278
Finance lease cost - amortization of right-of-use assets	Depreciation and amortization		3,322
Finance lease cost – interest on lease liabilities	Interest expense		712
Short-term lease cost	SG&A expense		334

	Three Months Ended
	March 31, 2019
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	3,990
Financing cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	2,408
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations	$	53,274

	~~March 31, 2019~~
~~Weighted-average remaining lease term (months)~~	69
~~Weighted-average discount rate~~		~~4.5~~	%

	Finance Leases			Operating Leases
2019^(a)	$	17,372		$	9,229
2020		19,995			10,889
2021		15,538			8,820
2022		11,819			7,687
2023		5,899			6,341
2024 and beyond		5,571			26,766
Total lease payments	$	76,195		$	69,732
Less: Imputed interest		(6,539	)		(16,458	)
Present value of lease liabilities	$	69,656		$	53,274
(a)Excluding the three months ended March 31, 2019

2019^(a)	$	92,240
2020		104,569
2021		76,584
2022		52,348
2023		32,056
Thereafter		22,173
Total	$	379,970
(a)Excluding the three months ended March 31, 2019

	Finance Leases			Operating Leases
2019	$	22,033		$	12,295
2020		19,113			10,466
2021		14,894			8,190
2022		11,062			7,078
2023		5,095			5,196
Thereafter		2,963			22,463
Total lease payments	$	75,160		$	65,688
Less: Imputed interest		(6,046	)
Present value of lease liabilities	$	69,114

	Three Months Ended March 31, 2019		Three Months Ended March 31, 2018
Minimum rental payments	$	52,423	$	50,904
Nonlease payments		7,258		6,966
Total	$	59,681	$	57,870

Balance as of December 31, 2018	$	−
Foreign currency translation adjustment		384
Balance at March 31, 2019	$	384

Balance as of December 31, 2019	$	337
Foreign currency translation adjustment		(1,930	)
Balance as of March 31, 2020	$	(1,593	)

	Balance December 31, 2019		Current Period Provision		Write offs Against Allowance, net of Recoveries			Balance March 31, 2020

Commercial vehicle receivables	$	11	$	171	$	(11	)	$	171
Manufacturers’ receivables		410		270		(443	)		237
Leasing, Parts and Service receivables		989		864		(641	)		1,212
Other receivables		14		47		(2	)		59
Total	$	1,424	$	1,352	$	(1,097	)	$	1,679

	Three Months Ended March 31,						Three Months Ended March 31,
	2019			2018			2020			2019

New and used commercial vehicle sales		62.2	%		62.3	%		61.4	%		62.2	%
Parts and service sales		32.5			32.3			33.3			32.5
Lease and rental		4.4			4.6			4.7			4.4
Finance and insurance		0.5			0.4			0.3			0.5
Other		0.4			0.4			0.3			0.4
Total revenues		100.0			100.0			100.0			100.0
Cost of products sold		80.9			81.7			81.8			80.9
Gross profit	19.1				18.3			18.2			19.1
Selling, general and administrative		13.9			13.8			14.4			13.9
Depreciation and amortization		1.0			1.9			1.1			1.0
Gain (loss) on sale of assets		0.0			0.0			0.0			0.0
Operating income		4.2			2.6			2.7			4.2
Other income								0.0			−
Equity in earnings of unconsolidated entities								0.1			−
Interest expense, net		0.5			0.3			0.3			0.5
Income before income taxes		3.7			2.3			2.5			3.7
Equity income in affiliates		0.0			0.0
Provision for income taxes		1.0			0.6			0.7			1.0
Net income		2.7	%		1.7	%		1.8	%		2.7	%

Period	Total Number of Shares Purchased (1)(2)(3)		Average Price Paid Per Share (1)			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3)
January 1 – January 31, 2019		520,200	$	36.55	(4)		520,200	$	65,105,186
February 1 – February 28, 2019		72,561		39.77	(5)		72,561		62,217,524
March 1 – March 31, 2019		99,665		41.43	(6)		99,665		58,085,919
Total		692,426					692,426		58,085,919

Period	Total Number of Shares Purchased (1)(2)(3)		Average Price Paid Per Share (1)			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3)
January 1 – January 31, 2020		25,596	$	45.63	(4)		25,596	$	98,323,292
February 1 – February 28, 2020		45,355		42.77	(5)		45,355		96,382,148
March 1 – March 31, 2020		538,663		31.14	(6)		538,663		79,590,063
Total		609,614					609,614

Exhibit Number		Exhibit Title
3.1		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 3.1 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed May 21, 2013)
10.1	Fourth Amended and Restated Credit Agreement, dated as of April 25, 2019 by and among the Company, the Lenders signatory thereto and BMO Harris Bank N.A., as Administrative Agent and Collateral Agent (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed May 1, 2019)
~~10.2~~	~~First~~Second Amendment and Joinder to Credit Agreement, dated as of ~~April 25, 2019~~March 19, 2020 by and among the Company, the Lenders signatory thereto and BMO Harris Bank N.A., as Administrative Agent (incorporated herein by reference to Exhibit ~~10.2~~10.1 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed ~~May 1, 2019)~~
~~10.3~~	~~Guaranty Agreement, dated as of April~~March 25, ~~2019 between Rush and the Bank of Montreal (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed May 1, 2019)~~2020)
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.
101.INS*	~~XBRL Instance Document.~~
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

	RUSH ENTERPRISES, INC.




Date: May ~~10, 2019~~11, 2020	By:	/S/ W.M. “RUSTY” RUSH
		W.M. “Rusty” Rush
		President, Chief Executive Officer and
		Chairman of the Board
		(Principal Executive Officer)



Date: May ~~10, 2019~~ 11, 2020	~~By:~~	/S/ STEVEN L. KELLER
		Steven L. Keller
		Chief Financial Officer and Treasurer ~~(Principal~~
		(Principal Financial and Accounting Officer)