UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2021~~March 31, 2022

☐	☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to _______________________

Commission File Number 0-20797

RUSH ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Texas

74-1733016

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

555 I.H. 35 South, Suite 500

New Braunfels, Texas 78130

(Address of principal executive offices)

(Zip Code)

(830) 302-5200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

~~Yes ☑ No ☐~~

Yes ☑

No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

~~Yes ☑ No ☐~~

Yes ☑

No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~Yes ☐ No ☑~~

Yes ☐

No ☑

Indicated below is the number of shares outstanding of each of the issuer’s classes of common stock, as of ~~July~~April 29, ~~2021.~~2022.

	Number of Shares
Title of Class	~~Number of Shares~~ Outstanding
Class A Common Stock, $.01 Par Value	~~43,164,420~~42,811,405
Class B Common Stock, $.01 Par Value	~~12,522,176~~12,542,501

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	RUSHA	NASDAQ Global Select Market
Class B Common Stock, $0.01 par value	RUSHB	NASDAQ Global Select Market

Table of Contents

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION		Page

	Item 1.	Financial Statements	3


	Consolidated Balance Sheets - ~~June 30, 2021~~March 31, 2022 (unaudited) and December 31, ~~2020~~2021	3

		Consolidated Statements of Income and Comprehensive Income - For the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited)	4

		Consolidated Statements of Shareholders’ Equity – For the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited)	5

		Consolidated Statements of Cash Flows - For the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited)	7 6

		Notes to Consolidated Financial Statements (unaudited)	8 7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1413

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28 25

	Item 4.	Controls and Procedures	28 25



~~PART II. OTHER INFORMATION~~

PART II. OTHER INFORMATION		~~Item 1.~~	~~Legal Proceedings~~	29

Item 1.	~~Item 1A.~~ Legal Proceedings	~~Risk Factors~~	29 26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29 26

	Item 3.	Defaults Upon Senior Securities	30 26

	Item 4.	Mine Safety Disclosures	30 26

	Item 5.	Other Information	30 27

	Item 6.	Exhibits	30 27

SIGNATURES		31 28

Table of Contents

PART I. FINANCIAL INFORMATION

~~ITEM~~Item 1. Financial Statements.

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

~~JUNE 30, 2021 AND DECEMBER 31, 2020~~

(In Thousands, Except ~~Shares)~~Shares and Per Share Amounts)

	June 30,			December 31,			March 31,			December 31,
	2021			2020			2022			2021
	(unaudited)						(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	315,911		$	312,048		$	209,526		$	148,146
Accounts receivable, net		160,435			172,481			186,757			140,186
Inventories, net		813,773			858,291			1,111,067			1,020,136
Prepaid expenses and other		16,161			14,906			16,225			15,986
Total current assets		1,306,280			1,357,726			1,523,575			1,324,454
Property and equipment, net		1,179,312			1,203,719			1,265,601			1,278,207
Operating lease right-of-use assets, net		62,025			60,577			65,674			69,008
Goodwill, net		292,142			292,142			370,331			370,331
Other assets, net		72,365			71,229			96,367			77,977
Total assets	$	2,912,124		$	2,985,393		$	3,321,548		$	3,119,977

Liabilities and shareholders’ equity
Current liabilities:
Floor plan notes payable	$	470,877		$	511,786		$	702,209		$	630,731
Current maturities of long-term debt		120,593			141,672
Current maturities of finance lease obligations		26,006			26,373			26,913			26,695
Current maturities of operating lease obligations		10,950			10,196			11,988			12,096
Trade accounts payable		124,124			110,728			171,119			122,291
Customer deposits		50,484			74,209			71,846			80,561
Accrued expenses		125,777			151,830			144,627			131,130
Total current liabilities		928,811			1,026,794			1,128,702			1,003,504
Long-term debt, net of current maturities		332,165			387,982			338,426			334,926
Finance lease obligations, net of current maturities		91,209			90,740			85,522			89,835
Operating lease obligations, net of current maturities		52,321			51,155			54,780			57,976
Other long-term liabilities		35,582			34,246			27,587			26,514
Deferred income taxes, net		111,837			126,439			141,492			140,473
Shareholders’ equity:
Preferred stock, par value $.01 per share; 1,000,000 shares authorized; 0 shares outstanding in 2021 and 2020		0			0
Common stock, par value $.01 per share; 60,000,000 Class A shares and 20,000,000 Class B shares authorized; 43,104,231 Class A shares and 12,560,943 Class B shares outstanding in 2021; and 42,503,925 Class A shares and 12,470,308 Class B shares outstanding in 2020		560			551
Preferred stock, par value $.01 per share; 1,000,000 shares authorized; 0 shares outstanding in 2022 and 2021								–			−
Common stock, par value $.01 per share; 60,000,000 Class A shares and 20,000,000 Class B shares authorized; 43,093,711 Class A shares and 12,597,341 Class B shares outstanding in 2022; and 43,107,867 Class A shares and 12,398,606 Class B shares outstanding in 2021								568			563
Additional paid-in capital		456,785			437,646			482,146			470,750
Treasury stock, at cost: 12,999 Class A shares and 327,824 Class B shares in 2021; and 10,335 Class A shares and 73,437 Class B shares in 2020		(13,585	)		(2,879	)
Treasury stock, at cost: 531,969 Class A shares and 596,298 Class B shares in 2022; and 339,786 Class A shares and 492,052 Class B shares in 2021								(52,248	)		(36,933	)
Retained earnings		915,003			831,850			1,113,341			1,031,582
Accumulated other comprehensive income		1,436			869			1,232			787
Total shareholders’ equity		1,360,199			1,268,037			1,545,039			1,466,749
Total liabilities and shareholders’ equity	$	2,912,124		$	2,985,393		$	3,321,548		$	3,119,977

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

Table of Contents

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In Thousands, Except Per Share Amounts)

(Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,				Three Months Ended March 31,
	2021			2020		2021		2020		2022		2021

Revenues
New and used commercial vehicle sales	$	797,269		$	559,062	$	1,544,988	$	1,348,616	$	935,719	$	747,719
Aftermarket products and services sales		445,526			377,553		861,263		805,531		543,263		415,737
Lease and rental sales		61,396			57,290		119,623		118,071
Lease and rental											71,335		58,227
Finance and insurance		7,407			4,960		13,872		9,427		7,525		6,465
Other		4,417			3,647		8,075		7,530		5,360		3,658
Total revenue		1,316,015			1,002,512		2,547,821		2,289,175		1,563,202		1,231,806
Cost of products sold
New and used commercial vehicle sales		719,768			521,494		1,396,860		1,250,033		834,993		677,092
Aftermarket products and services sales		277,078			237,196		538,920		508,611		334,208		261,842
Lease and rental sales		48,387			51,491		96,445		103,699
Lease and rental											48,561		48,058
Total cost of products sold		1,045,233			810,181		2,032,225		1,862,343		1,217,762		986,992
Gross profit		270,782			192,331		515,596		426,832		345,440		244,814
Selling, general and administrative expense		184,734			156,195		359,689		341,269		224,447		174,955
Depreciation and amortization expense		13,421			14,516		27,147		28,846		13,674		13,726
Gain on sale of assets		164			1,381		256		1,481		180		92
Operating income		72,791			23,001		129,016		58,198		107,499		56,225
Other income		1,746			1,720		2,665		2,961		14,064		919
Interest (income) expense, net		(212	)		2,209		295		6,978
Interest expense, net											1,219		507
Income before taxes		74,749			22,512		131,386		54,181		120,344		56,637
Income tax provision		16,705			5,696		28,009		14,258		27,891		11,304
Net income	$	58,044		$	16,816	$	103,377	$	39,923	$	92,453	$	45,333

Earnings per common share:
Basic	$	1.04		$	0.31	$	1.85	$	0.73	$	1.65	$	0.82
Diluted	$	1.00		$	0.30	$	1.79	$	0.72	$	1.60	$	0.79

Weighted average shares outstanding:
Basic		56,009			54,436		55,819		54,581		55,938		55,567
Diluted		57,956			55,351		57,846		55,670		57,912		57,734

Dividends declared per common share	$	0 .18		$	0.09	$	0.36	$	0.17	$	0.19	$	0.18

Comprehensive income	$	58,356		$	17,741	$	103,944	$	38,918	$	92,898	$	45,588

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

Table of Contents

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~SHAREHOLDERS~~’SHAREHOLDERS’ EQUITY

(In Thousands)

(Unaudited)

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

Balance, December 31, 2020		42,504			12,470		$	551	$	437,646		$	(2,879	)	$	831,850		$	869	$	1,268,037
Balance, December 31, 2021																								43,108			12,399		$	563	$	470,750		$	(36,933	)	$	1,031,582		$	787	$	1,466,749

Stock options exercised and stock awards		298			0			3		5,416			0			0			0		5,419			112			0			1		2,384			0			0			0		2,385
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan		–			–			0		11,520			0			0			0		11,520			–			–			0		13,793			0			0			0		13,793
Vesting of restricted share awards		0			345			3		(6,780	)		0			0			0		(6,777	)		0			302			3		(7,215	)		0			0			0		(7,212	)
Issuance of common stock under employee stock purchase plan		86			0			1		1,988			0			0			0		1,989			66			0			1		2,434			0			0			0		2,435
Common stock repurchases		(3	)		(155	)		0		0			(6,483	)		0			0		(6,483	)		(192	)		(104	)		0		0			(15,315	)		0			0		(15,315	)
Dividend Class A common stock		–			–			–		–			–			(7,684	)		–		(7,684	)		–			–			0		0			0			(8,189	)		0		(8,189	)
Dividend Class B common stock		–			–			–		–			–			(2,380	)		–		(2,380	)		–			–			0		0			0			(2,505	)		0		(2,505	)
Other comprehensive income		–			–			0		0			0			0			255		255
Foreign currency translation adjustment																								–			–			0		0			0			0			445		445
Net income		–			–			0		0			0			45,333			0		45,333			–			–			0		0			0			92,453			0		92,453
Balance, March 31, 2021		42,885			12,660		$	558	$	449,790		$	(9,362	)	$	867,119		$	1,124	$	1,309,229
Stock options exercised and stock awards		219			0			2		3,926			0			0			0		3,928
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan		–			–			0		3,683			0			0			0		3,683
Vesting of restricted share awards		–			–			0		(614	)		0			0			0		(614	)
Common stock repurchases		0			(99	)		0		0			(4,223	)		0			0		(4,223	)
Dividend Class A common stock		–			–			–		–			–			(7,735	)		–		(7,735	)
Dividend Class B common stock		–			–			–		–			–			(2,425	)		–		(2,425	)
Other comprehensive income		–			–			0		0			0			0			312		312
Net income		–			–			0		0			0			58,044			0		58,044
Balance, June 30, 2021		43,104			12,561		$	560	$	456,785		$	(13,585	)	$	915,003		$	1,436	$	1,360,199
Balance, March 31, 2022																								43,094			12,597		$	568	$	482,146		$	(52,248	)	$	1,113,341		$	1,232	$	1,545,039

~~Table of Contents~~

	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, 2020		42,504			12,470		$	551	$	437,646		$	(2,879	)	$	831,850		$	869	$	1,268,037

Stock options exercised and stock awards		298			0			3		5,416			0			0			0		5,419
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan		–			–			0		11,520			0			0			0		11,520
Vesting of restricted share awards		0			345			3		(6,780	)		0			0			0		(6,777	)
Issuance of common stock under employee stock purchase plan		86			0			1		1,988			0			0			0		1,989
Common stock repurchases		(3	)		(155	)		0		0			(6,483	)		0			0		(6,483	)
Dividend Class A common stock		–			–			0		0			0			(7,684	)		0		(7,684	)
Dividend Class B common stock		–			–			0		0			0			(2,380	)		0		(2,380	)
Foreign currency translation adjustment		–			–			0		0			0			0			255		255
Net income		–			–			0		0			0			45,333			0		45,333
Balance, March 31, 2021		42,885			12,660		$	558	$	449,790		$	(9,362	)	$	867,119		$	1,124	$	1,309,229

Common Stock

Accumulated

Shares
Outstanding

$0.01
Par

Additional
Paid-In

Treasury

Retained

Other
Comprehensive

Class A Class B Value Capital Stock Earnings Income (Loss) Total

Balance, December 31, 2019
41,930 12,360 $ 465 $ 397,267 $ (304,129 ) $ 1,065,553 $ 337 $ 1,159,493
Stock options exercised and stock awards
110 0 1 1,421 0 0 0 1,422
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan
– – 0 8,553 0 0 0 8,553
Vesting of restricted share awards
0 337 2 (2,416 ) 0 0 0 (2,414 )
Issuance of common stock under employee stock purchase plan
92 0 1 1,900 0 0 0 1,901
Common stock repurchases
(833 ) (81 ) 0 0 (19,902 ) 0 0 (19,902 )
Dividend Class A common stock
– – – – – (3,646 ) – (3,646 )
Dividend Class B common stock
– – – – – (1,108 ) – (1,108 )
Other comprehensive income
– – 0 0 0 0 (1,930 ) (1,930 )
Net income
– – 0 0 0 23,107 0 23,107
Balance, March 31, 2020
41,299 12,616 $ 469 $ 406,725 $ (324,031 ) $ 1,083,906 $ (1,593 ) $ 1,165,476
Stock options exercised and stock awards
294 0 2 4,529 0 0 0 4,531
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan
– – 0 3,586 0 0 0 3,586
Vesting of restricted share awards
– – 0 (28 ) 0 0 0 (28 )
Dividend Class A common stock
– – – – – (3,581 ) – (3,581 )
Dividend Class B common stock
– – 0 0 0 (1,165 ) 0 (1,165 )
Other comprehensive income
– – 0 0 0 0 925 925
Net income
– – 0 0 0 16,816 0 16,816
Balance, June 30, 2020
41,593 12,616 $ 471 $ 414,812 $ (324,031 ) $ 1,095,976 $ (668 ) $ 1,186,560

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

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RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Six Months Ended						Three Months Ended
	June 30,						March 31,
	2021			2020			2022			2021
Cash flows from operating activities:
Net income	$	103,377		$	39,923		$	92,453		$	45,333
Adjustments to reconcile net income to net cash provided by operating activities-
Depreciation and amortization		84,891			89,897			45,809			42,601
Gain on sale of property and equipment, net		(256	)		(1,481	)		(179	)		(92	)
Stock-based compensation expense related to employee equity awards and employee stock purchases		15,203			12,139
Deferred income tax expense		(14,602	)		(10,437	)
Change in accounts and notes receivable, net		12,046			21,027
Change in inventories, net		76,772			358,945
Gain on joint venture transaction								(12,500	)		0
Stock-based compensation expense related to employee stock options and employee stock purchases								13,793			11,520
Provision for deferred income tax expense								1,019			(8,375	)
Change in accounts receivable, net								(58,810	)		(14,690	)
Change in inventories								(98,292	)		(1,797	)
Change in prepaid expenses and other, net		(1,255	)		5,246			(578	)		(729	)
Change in trade accounts payable		12,376			(36,147	)		49,656			23,903
Payments on floor plan notes payable – trade, net		–			(32,609	)
Change in customer deposits		(23,725	)		(25,086	)		(8,715	)		(31,243	)
Change in accrued expenses		(26,243	)		(1,207	)		14,574			(25,495	)
Other, net		(881	)		(2,000	)		(3,645	)		(795	)
Net cash provided by operating activities		237,703			418,210			34,585			40,141

Cash flows from investing activities:
Acquisition of property and equipment		(84,352	)		(82,236	)		(45,689	)		(32,933	)
Proceeds from the sale of property and equipment		327			5,342			2,635			136
Business disposition								27,500			0
Other		1,146			2,515			(736	)		638
Net cash used in investing activities		(82,879	)		(74,379	)		(16,290	)		(32,159	)

Cash flows from financing activities:
Payments on floor plan notes payable – non-trade, net		(40,909	)		(238,781	)
Draws (payments) on floor plan notes payable – non-trade, net								71,478			38,518
Proceeds from long-term debt		52,325			119,348			207,500			20,125
Principal payments on long-term debt		(129,221	)		(160,704	)		(204,000	)		(44,669	)
Principal payments on finance lease obligations		(6,361	)		(5,768	)		(3,997	)		(2,090	)
Proceeds from issuance of shares relating to employee stock options and employee stock purchases		3,945			5,412
Proceeds from issuance of shares relating to equity awards								4,823			7,410
Taxes paid related to net share settlement of equity awards								(7,215	)		(6,779	)
Payments of cash dividends		(19,922	)		(9,500	)		(11,083	)		(9,914	)
Common stock repurchased		(10,818	)		(19,902	)		(14,421	)		(6,561	)
Net cash used in financing activities		(150,961	)		(309,895	)
Net cash provided by (used) in financing activities								43,085			(3,960	)
Net increase in cash and cash equivalents		3,863			33,936			61,380			4,022
Cash and cash equivalents, beginning of period		312,048			181,620			148,146			312,048

Cash and cash equivalents, end of period	$	315,911		$	215,556		$	209,526		$	316,070

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	13,213		$	22,559		$	2,244		$	7,262
Income taxes, net of refunds	$	67,766		$	165
Noncash activities:
Income taxes (refund) paid, net							$	(14	)	$	27,552
Noncash investing and financing activities:
Assets acquired under finance leases	$	15,019		$	26,492		$	2,672		$	10,368

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

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RUSH ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1 – Principles of Consolidation and Basis of Presentation

The interim consolidated financial statements included herein have been prepared by Rush Enterprises, Inc. and its subsidiaries (collectively referred to as the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). All adjustments have been made to the accompanying interim consolidated financial statements, which, in the opinion of the Company’s management, are necessary for a fair presentation of its operating results. All adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is recommended that these interim consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. Results of operations for interim periods are not necessarily indicative of results that may be expected for any other interim periods or the full fiscal year.

~~Stock Split~~

On ~~September 15, 2020,~~ ~~the Board of Directors of the Company declared a 3-for-2 stock split of the Company’s Class A common stock and Class B common stock, to be effected in the form of a stock dividend. On~~ ~~October 12, 2020,~~ ~~the Company distributed~~ ~~one~~ ~~additional share of stock for every~~ ~~two~~ ~~shares of Class A common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, held by shareholders of record as of~~ ~~September 28, 2020.~~ ~~All share and per share data in this Form~~ 10~~-Q have been adjusted and restated to reflect the stock split as if it occurred on the~~ ~~first~~ ~~day of the earliest period presented.~~

COVID-19 Risks and Uncertainties

In ~~March 2020,~~ ~~the World Health Organization made the assessment that COVID-~~19 ~~could be characterized as a 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. While the COVID-19 pandemic is may not be over, business conditions have improved significantly since the onset of the pandemic in the second quarter of 2020. However, our industry continues to be impacted by supply chain issues generally attributable to the COVID-19 pandemic that are negatively affecting new commercial vehicle production and the availability of aftermarket parts. 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.~~

~~Recently Issued Accounting Pronouncements~~

In COVID-~~March 2020,~~ 19 pandemic and its effect on global economic trends and the ~~Financial Accounting Standards Board ("FASB") issued Accounting Standards Update~~ ~~2020~~-~~04,~~~~Reference Rate Reform (Topic~~ ~~848~~~~): Facilitation of~~various supply chains serving the ~~Effects of Reference Rate Reform on Financial Reporting~~ ~~("ASU~~ ~~2020~~-~~04"~~~~). In~~ ~~January 2021,~~ ~~the FASB issued Accounting Standards Update~~ ~~No.~~~~2021~~-~~01,~~~~Reference Rate Reform (Topic~~ ~~848~~~~): Scope~~, which clarified the scope and application of the original guidance. The guidance in these standards applies to contract accounting, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met and provides optional expedients and exceptions for a limited time to ease the potential burden in accounting for reference rate reform. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. ASU ~~2020~~-04 ~~is effective upon issuance and generally can be applied to applicable contract modifications through~~ ~~December 31, 2022.~~ LIBOR benchmarking is utilized in the Company’s working capital and floorplan facilities. The Company is in the process of completing its evaluation of the impact, if any, that the adoption of this standard will have on its Consolidated Financial Statements.commercial vehicle industry.

2 – Other Assets

~~Franchise Rights~~

The Company’s only significant identifiable intangible assets, other than goodwill, are rights under franchise agreements with manufacturers. The fair value of the franchise right is determined at the acquisition date by discounting the projected cash flows specific to each acquisition. The carrying value of the Company’s manufacturer franchise rights was $7.0 million as of ~~June 30, 2021~~ ~~and~~ ~~December 31, 2020,~~ ~~and is included in Other Assets on the accompanying Consolidated Balance Sheet. The Company has determined that manufacturer franchise rights have an indefinite life, as there are~~ no economic or other factors that limit their useful lives and they are expected to generate cash flows indefinitely due to the historically long lives of the manufacturers’ brand names. Furthermore, to the extent that any agreements evidencing manufacturer franchise rights have expiration dates, the Company expects that it will be able to renew those agreements in the ordinary course of business. Accordingly, the Company does ~~not~~ ~~amortize manufacturer franchise rights.~~

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Due to the fact that manufacturer franchise rights are specific to geographic region, the Company has determined that evaluating and including all locations acquired in the geographic region is the appropriate level for purposes of testing franchise rights for impairment. Management reviews indefinite-lived manufacturer franchise rights for impairment annually during the ~~fourth~~ ~~quarter, or more often if events or circumstances indicate that an impairment~~ ~~may~~ have occurred. The Company is subject to financial statement risk to the extent that manufacturer franchise rights become impaired due to decreases in the fair market value of its individual franchises.

The significant estimates and assumptions used by management in assessing the recoverability of manufacturer franchise rights include estimated future cash flows, present value discount rate and other factors. Any changes in these estimates or assumptions could result in an impairment charge. The estimates of future cash flows, based on reasonable and supportable assumptions and projections, require management’s subjective judgment. Depending on the assumptions and estimates used, the estimated future cash flows projected in the evaluations of manufacturer franchise rights can vary within a range of outcomes.

NaN impairment write-down was required in the period presented. The Company cannot predict the occurrence of certain events that might adversely affect the reported value of manufacturer franchise rights in the future.

Equity Method ~~Investment~~Investments and Call Option

On February 25, 2019, the Company acquired 50% of the equity interest in Rush Truck Centres of Canada Limited (“RTC Canada”), which acquired the operating assets of Tallman Group, the largest International Truck dealer in Canada. The Company was also granted a call option in the purchase agreement that provides the Company with the right to acquire the remaining 50% equity interest in RTC Canada until the close of business on February 25, 2024. The value of the Company’s call option was $3.6 million as of ~~June 30, 2021,~~March 31, 2022, and is reported in Other Assets on the Consolidated Balance Sheet.

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 CAD250 million (the “Guaranty Cap”) of certain credit facilities entered into by and between Tallman Truck Centre Limited (“TTCL”) and BMO. The Company owned a 50% equity interest in TTCL, which was the sole owner of RTC Canada. Later in 2019, RTC Canada and TTCL were amalgamated into RTC Canada. Interest, fees and expenses incurred by BMO to enforce its rights with respect to the guaranteed obligations and its rights against the Company under the Guaranty are not subject to the Guaranty Cap. In exchange for the Guaranty, RTC Canada is receiving a reduced rate of interest on its credit facilities with BMO. The Guaranty was valued at $5.3 million as of ~~June 30, 2021~~March 31, 2022 and ~~$5.2~~$5.2 million as of December 31, ~~2020,~~2021, and is included in the investment in RTC Canada. As of ~~June 30, 2021,~~March 31, 2022, the Company’s investment in RTC Canada is ~~$33.7~~$38.7 million. The Company’s equity income in RTC Canada is included in Other income on the Consolidated Statements of Income.

~~ERP Platform~~

On January 3, 2022, a subsidiary of Cummins, Inc. acquired a 50% equity interest in Natural Gas Fuel Systems, LLC, which previously conducted business as Momentum Fuel Technologies, from the Company for $27.5 million. The ~~total capitalized costs of the Company’s SAP enterprise resource planning software platform (“the ERP Platform”) of $6.1~~$12.5 million ~~are recorded~~gain realized on the ~~Consolidated Balance Sheet~~transaction is included in Other ~~Assets. Amortization expense relating to the ERP Platform, which is recognized in depreciation and amortization expense in~~income on the Consolidated Statements of Income and Comprehensive ~~Income, was $0.4 million~~Income. The Company is accounting for the ~~three~~ ~~months ended~~ ~~June 30, 2021~~ business as a joint venture and ~~$0.5 million for~~recognizes the ~~three~~ ~~months ended~~ ~~June 30, 2020,~~ ~~and $0.9 million for~~investment using the equity method. As of ~~six~~March 31, 2022, ~~months ended~~ ~~June 30, 2021~~ ~~and $1.0 million for~~ the ~~six~~ ~~months ended~~ ~~June 30, 2020.~~ Company’s investment in Natural Gas Fuels Systems, LLC is $14.9 million. The ~~Company estimates that amortization expense relating to~~Company’s equity income in Natural Gas Fuels Systems, LLC is included in Other income on the ~~ERP Platform will be approximately $1.5 million in~~ ~~2021~~ ~~and~~ ~~$1.2~~ ~~million per year for the next~~ ~~four~~ ~~years.~~Consolidated Statements of Income.

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3 – Commitments and Contingencies

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 the 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~~As of March 31, 2022, the Company believes that there are no pending claims or litigation, ~~pending,~~individually or in the ~~outcome of which could~~aggregate, that are reasonably likely to 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.

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4 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2021		2020		2021		2020		2022		2021
Numerator:
Numerator for basic and diluted earnings per share – Net income available to common shareholders	$	58,044	$	16,816	$	103,377	$	39,923	$	92,453	$	45,333
Denominator:
Denominator for basic earnings per share – weighted average shares outstanding		56,009		54,436		55,819		54,581		55,938		55,567
Effect of dilutive securities – Employee stock options and restricted stock awards		1,947		915		2,027		1,089
Effect of dilutive securities– Employee stock options and restricted share awards										1,974		2,167
Denominator for diluted earnings per share – adjusted weighted average shares outstanding and assumed conversions		57,956		55,351		57,846		55,670		57,912		57,734
Basic earnings per common share	$	1.04	$	0.31	$	1.85	$	0.73	$	1.65	$	0.82
Diluted earnings per common share and common share equivalents	$	1.00	$	0.30	$	1.79	$	0.72	$	1.60	$	0.79

Options to purchase shares of common stock that were outstanding for the three months ~~and~~ ~~six~~ ~~months~~ ended ~~June 30, 2021,~~March 31, 2022 and ~~2020,~~2021 ~~which~~that were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive are as follows (in thousands):

Three Months Ended
June 30,

Six Months Ended
June 30,

2021

2020

2021

2020

Weighted average anti-dilutive stock options
626 2,506 379 2,149

March 31,

2022

March 31,

2021

Anti-dilutive options – weighted average

502

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5 – Stock Options and Restricted Stock Awards

Valuation and Expense Information

The Company accounts for stock-based compensation in accordance with ASC 718-10, Compensation – Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to the Company’s employees and directors, including employee stock options, restricted stock unit awards, restricted stock awards and employee stock purchases related to the Employee Stock Purchase Plan, based on estimated fair values.

Stock-based compensation expense, calculated using the Black-Scholes option-pricing model for employee stock options and included in selling, general and administrative expense, was ~~$3.7~~$13.8 million for the three months ended ~~June 30, 2021,~~March 31, 2022, and ~~$3.6~~$11.5 million for the three months ended ~~June 30, 2020.~~ ~~Stock-based compensation expense, included in selling, general and administrative expense, was $15.2 million for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2021,~~ ~~and was $12.1 million for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2020.~~March 31, 2021.

As of ~~June 30, 2021,~~March 31, 2022, the Company had ~~$11.3~~$14.3 million of unrecognized compensation cost related to non-vested employee stock options to be recognized over a weighted-average period of ~~2.5~~2.6 years and ~~$12.8~~$17.0 million of unrecognized compensation cost related to non-vested restricted stock awards to be recognized over a weighted-average period of ~~1.5~~1.7 years.

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6 – Financial Instruments and Fair Value

The Company measures certain financial assets and liabilities at fair value on a recurring basis. Financial instruments consist primarily of cash, accounts receivable, accounts payable and floor plan notes payable. The carrying values of the Company’s financial instruments approximate fair value due either to their short-term nature or existence of variable interest rates, which approximate market rates. Certain methods and assumptions were used by the Company in estimating the fair value of financial instruments as of ~~June 30, 2021,~~March 31, 2022, and December 31, ~~2020.~~2021. The carrying value of current assets and current liabilities approximates the fair value due to the short maturity of these items.

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The fair value of the Company’s long-term debt is based on secondary market indicators. Because the Company’s debt is not quoted, estimates are based on each obligation’s characteristics, including remaining maturities, interest ~~rates,~~rate, credit rating, collateral and liquidity. Accordingly, the Company concluded that the valuation measurement inputs of its long-term debt represent, at its lowest level, current market interest rates available to the Company for similar debt and the Company’s current credit standing. The carrying amount of such debt approximates fair value.

7 – Segment Information

The Company currently has 1one reportable business segment - the Truck Segment. The Truck Segment includes the Company’s operation of a nationwide network of commercial vehicle dealerships that provide an integrated one-stop source for the commercial vehicle needs of its customers, including retail sales of new and used commercial vehicles; aftermarket parts, service and collision center facilities; and financial services, including the financing of new and used commercial vehicle purchases, insurance products and truck leasing and rentals. The commercial vehicle dealerships are deemed a single reporting unit because they have similar economic characteristics. The Company’s chief operating decision maker considers the entire Truck Segment, not individual dealerships or departments within its dealerships, when making decisions about resources to be allocated to the segment and assessing its performance.

The Company also has revenues attributable to 3three other operating segments. These segments include a retail tire company, an insurance agency and a guest ranch operation and are included in the All Other column below. None of these segments has ever met any of the quantitative thresholds for determining reportable segments.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on income before income taxes, not including extraordinary items.

The following table contains summarized information about reportable segment revenues, segment income or loss from continuing operations and segment assets for the periods ended ~~June 30, 2021~~March 31, 2022 and ~~2020~~2021 (in thousands):

Truck
Segment

All Other

Total

As of and for the three months ended June 30, 2021

Revenues from external customers
$ 1,311,678 $ 4,337 $ 1,316,015
Segment operating income
72,163 628 72,791
Segment income before taxes
74,191 558 74,749
Segment assets
2,863,087 49,037 2,912,124
For the six months ended June 30, 2021

Revenues from external customers
$ 2,539,790 $ 8,031 $ 2,547,821
Segment operating income
128,113 903 129,016
Segment income before taxes
130,623 763 131,386

As of and for the three months ended June 30, 2020

Revenues from external customers
$ 998,739 $ 3,773 $ 1,002,512
Segment operating income
22,678 323 23,001
Segment income before taxes
22,260 252 22,512
Segment assets
3,021,241 43,360 3,064,601
For the six months ended June 30, 2020

Revenues from external customers
$ 2,282,118 $ 7,057 $ 2,289,175
Segment operating income
58,129 69 58,198
Segment income before taxes
54,253 (72 ) 54,181

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	Truck Segment		All Other		Totals

As of and for the three months ended March 31, 2022
Revenues from external customers	$	1,559,051	$	4,151	$	1,563,202
Segment operating income		107,320		179		107,499
Segment income before taxes		120,259		85		120,344
Segment assets		3,266,895		54,653		3,321,548

As of and for the three months ended March 31, 2021
Revenues from external customers	$	1,228,111	$	3,695	$	1,231,806
Segment operating income		55,950		275		56,225
Segment income before taxes		56,432		205		56,637
Segment assets		2,958,832		49,591		3,008,423

8 – Income Taxes

The Company had unrecognized income tax benefits totaling ~~$3.3~~$4.3 million as a component of accrued liabilities as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the total of which, if recognized, would impact the Company’s effective tax rate. An unfavorable settlement may require a charge to income tax expense and a favorable resolution would be recognized as a reduction to income tax expense. The Company recognizes interest accrued related to unrecognized tax benefits in income tax expense. The Company had approximately ~~$150,000~~$279,000 accrued for the payment of interest as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. NaN amounts were accrued for penalties.

The Company does not anticipate a significant change in the amount of unrecognized tax benefits in the next 12 months. As of ~~June 30, 2021,~~March 31, 2022, the tax years ended December 31, ~~2017~~2018 through ~~2020~~2021 remained subject to audit by federal tax authorities, and the tax years ended December 31, ~~2016~~2017 through ~~2020,~~2021, remained subject to audit by state tax authorities.

9 – Revenue

The Company’s revenues are primarily generated from the sale of finished products to customers. Those sales predominantly contain a single delivery element and revenue ~~for~~from such sales is recognized when the customer obtains control, which is typically when the finished product is delivered to the customer. The Company’s material revenue streams have been identified as the following: the sale of new and used commercial vehicles, arrangement of associated commercial vehicle financing and insurance contracts, the performance of commercial vehicle repair services and the sale of commercial vehicle parts. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues.

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The following table summarizes the Company’s disaggregated revenue by revenue source, excluding lease and rental revenue, for the three months ~~and~~ ~~six~~ ~~months~~ ended ~~June 30, 2021~~March 31, 2022 and ~~2020~~2021 (in thousands):

	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020		Three Months Ended March 31, 2022		Three Months Ended March 31, 2021
Commercial vehicle sales revenue	$	797,269	$	559,062	$	1,544,988	$	1,348,616	$	935,719	$	747,719
Parts revenue		263,491		211,804		503,927		448,402		330,743		240,436
Commercial vehicle repair service revenue		182,035		165,749		357,336		357,129		212,520		175,301
Finance revenue		4,549		2,523		8,453		4,879		4,489		3,904
Insurance revenue		2,858		2,437		5,419		4,548		3,036		2,561
Other revenue		4,417		3,647		8,075		7,530		5,360		3,658
Total	$	1,254,619	$	945,222	$	2,428,198	$	2,171,104	$	1,491,867	$	1,173,579

All of the Company's performance obligations and associated revenues are generally transferred to customers at a point in time. The Company did not have any material contract assets or contract liabilities on the balance sheet as of ~~June 30, 2021.~~March 31, 2022. Revenues related to commercial vehicle sales, parts sales, commercial vehicle repair service, finance and the majority of ~~the Company’s~~ other revenues are related to the Truck Segment.

10 – Leases

Lease of Vehicles as Lessor

The Company primarily leases commercial vehicles that the Company owns to customers primarily over periods of one to ten years. The Company does not separate lease and nonlease components. Nonlease components typically consist of maintenance and licensing for the commercial vehicle. The variable nonlease components are generally based on mileage. Some leases contain an option for the lessee to purchase the commercial vehicle at the end of the lease term.

The Company’s policy is to depreciate its lease and rental fleet using a straight-line method over each customer’s contractual lease term. The lease unit is depreciated to a residual value that approximates ~~the expected~~ fair value at the expiration of the lease term. This policy results in the Company 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.

Sales-type leases are recognized by the Company as lease receivables. The lessee obtains control of the underlying asset and the Company recognizes sales revenue upon lease commencement. The receivable for sales-type leases ~~was $5.2 million~~ as of ~~June 30, 2021,~~March 31, 2022 ~~and~~ was $5.6 million, compared to $5.4 million as of December 31, ~~2020,~~2021, and is reflected in Other Assets on the Consolidated Balance Sheet.

Lease and rental income during the three months ended March 31, 2022 and March 31, 2021 consisted of the following (in thousands):

	Three Months Ended March 31, 2022		Three Months Ended March 31, 2021
Minimum rental payments	$	61,998	$	50,705
Nonlease payments		9,337		7,522
Total	$	71,335	$	58,227

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~~Lease and rental income during the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2021~~ ~~and~~ ~~June 30, 2020~~ ~~consisted of the following (in thousands):~~

Three Months Ended

Six Months Ended

June 30, 2021

June 30, 2020

June 30, 2021

June 30, 2020

Minimum rental payments
$ 52,948 $ 50,195 $ 103,653 $ 103,368
Nonlease payments
8,449 7,095 15,971 14,703
Total
$ 61,397 $ 57,290 $ 119,624 $ 118,071

11 – Accumulated Other Comprehensive Income

The following table shows the components of accumulated other comprehensive income (loss) ~~income~~ (in thousands):

Balance as of December 31, 2020
$ 869
Foreign currency translation adjustment
255
Balance as of March 31, 2021
$ 1,124
Foreign currency translation adjustment
312
Balance as of June 30, 2021
$ 1,436

Balance as of December 31, 2021	$	787
Foreign currency translation adjustment		445
Balance as of March 31, 2022	$	1,232

The equity method investment in RTC Canada was valued using the exchange rate of one US Dollar ~~equals 1.2398~~to 1.2505 Canadian dollars as of ~~June 30, 2021.~~March 31, 2022. The adjustment is reflected in Other Assets on the Consolidated Balance Sheet.

12 – Accounts Receivable and Allowance for Credit Losses

The Company establishes an allowance for credit losses to present the net amount of accounts receivable expected to be collected. Under ~~Topic~~Accounting Standards Update No.2016-13,Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the Company is required to remeasure expected credit losses for financial instruments held on the reporting date based on historical experience, current conditions and reasonable forecasts.

Accounts receivable consists primarily of commercial vehicle sales receivables, manufacturers’ receivables, leasing and parts and service receivables and other trade receivables. The Company maintains an allowance for credit losses based on the probability of default, its historical rate of losses, aging and current economic conditions. The Company writes off account balances when it has exhausted reasonable collection efforts and determined that the likelihood of collection is remote. These write-offs are charged against the allowance for credit losses.

The following table summarizes the changes in the allowance for credit losses (in thousands):

	Balance December 31, 2020		Provision for the Six Months Ended June 30, 2021			Write offs Against Allowance, net of Recoveries			Balance June 30, 2021		Balance December 31, 2021		Provision for the Three Months Ended March 31, 2022		Write offs Against Allowance, net of Recoveries			Balance March 31, 2022

Commercial vehicle receivables	$	172	$	(40	)	$	−		$	132	$	76	$	80	$	−		$	156
Manufacturers’ receivables		136		571			(578	)		129		419		292		(107	)		604
Leasing, parts and service receivables		1,278		525			(637	)		1,166		1,069		470		(409	)		1,130
Other receivables		19		6			(7	)		18		26		−		(4	)		22
Total	$	1,605	$	1,062		$	(1,222	)	$	1,445	$	1,590	$	842	$	(520	)	$	1,912

13– Acquisition

On December 13, 2021, the Company completed the acquisition of certain of the assets of the Summit Truck Group, LLC and certain of its subsidiaries and affiliates (collectively, “Summit”) which included full-service commercial vehicle dealerships and Idealease franchises in Arkansas, Kansas, Missouri, Tennessee and Texas. The acquisition included Summit’s dealerships representing International, IC Bus, Idealease, Isuzu and other commercial vehicle manufacturers for a purchase price of approximately $205.3 million, excluding the real property associated with the transaction. The Company financed approximately $102.0 million of the purchase price under its floor plan and lease and rental truck financing arrangements and the remainder of the purchase price was paid in cash. In addition, the Company purchased certain real property owned by Summit for a purchase price of approximately $57.0 million, which was paid in cash.

The purchase price allocation has not yet been finalized for the Summit acquisition. The Company is currently working with Summit to obtain additional information related to property and equipment, inventory and valuation of intangible assets. Management has recorded the purchase price allocations based upon currently available information about Summit.

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The operations of Summit are included in the accompanying consolidated financial statements from the date of the acquisition. The preliminary purchase price was allocated based on the fair values of the assets and liabilities at the date of acquisition as follows (in thousands):

Goodwill
$ 73,710
Franchise rights
1,581
Inventory
76,078
Property and equipment, including real estate
113,161
Customer deposits
(3,359 )
Other
1,156

Total
$ 262,327
The goodwill acquired in the Summit acquisition will be amortized over 15 years for tax purposes.
14– Subsequent Event
On May 2, 2022, the Company acquired an additional 30% of RTC Canada for approximately $20.0 million, bringing the Company’s total ownership of RTC Canada to 80%. Prior to acquiring the additional 30%, the Company accounted for the equity interest in RTC Canada using the equity method of accounting. Going forward, the operating results of RTC Canada will be consolidated in the Consolidated Statements of Operations and Comprehensive Income and the Consolidated Balance Sheets from the date of the acquisition. In addition, the operating results of RTC Canada will also be discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s quarterly and annual reports.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain statements contained in this Form 10-Q (or otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the Securities and Exchange Commission (“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, 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, ~~2020,~~2021, 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. 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~~Cummins® is a registered trademark of ~~SAP Aktiengesellschaft.~~Cummins, Inc. 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 such companies.

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 our 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, 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~~125 franchised Rush Truck Centers in 2223 states.
14

~~Table~~ In 2019, we purchased a 50% equity interest in an entity in Canada, Rush Truck Centres of ~~Contents~~
Canada Limited (“RTC Canada”), which currently owns and operates 15 International dealership locations in Ontario, Canada.

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 through our joint venture with Cummins 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.

~~Stock Split~~
~~On September 15, 2020, our Board~~
13
Table of Directors declared a 3-for-2 stock split of our Class A common stock and Class B common stock, to be effected in the form of a stock dividend. On October 12, 2020, we distributed one additional share of stock for every two shares of Class A common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, held by shareholders of record as of September 28, 2020. All share and per share data in this Form 10-Q have been adjusted and restated to reflect the stock split as if it occurred on the first day of the earliest period presented.
Contents

The COVID-19 Pandemic and Its Impact on Our Business

~~Our dealership network has remained operational since the beginning of the COVID-19 pandemic.~~ While the COVID-19 pandemic ismay not be over, business conditions have improved significantly since the onset of the pandemic in the second quarter of 2020. However, our industry continues to be impacted by supply chain issues ~~resulting from~~generally believed to be attributable to the COVID-19 pandemic ~~continue to impact our aftermarket sales and~~that are negatively affecting new commercial vehicle ~~availability. Based on current market conditions~~production and the ~~steps we have taken to reduce expenses, we continue to believe the worst~~availability of ~~the pandemic’s effect on our business is behind us. All of our businesses, except commercial vehicle service, are back to pre-pandemic levels.~~aftermarket parts.

~~Commercial Vehicle Sales~~Outlook
All of the commercial vehicle manufacturers that we represent resumed operations following any COVID-19 related shutdowns in 2020. However, supply chain delays related to manufacturing components have forced some of the manufacturers we represent to temporarily cease production at times and may limit the commercial vehicle industry’s ability to meet commercial vehicle sales demand throughout 2021.
~~Aftermarket Products and Services~~
With respect to our parts, service and collision center (collectively, “Aftermarket Products and Services”) departments, with some minor exceptions, our parts supply chain has remained relatively uninterrupted to-date and our parts sales are back to pre-pandemic levels. We believe that the investments we made over the years with respect to our aftermarket strategic initiatives enabled us to 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, in 2020, we allowed certain credit-worthy customers serving industries that were 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 to keep the same lease term. These customers have resumed payments. Our rental and leasing operations are back to pre-pandemic levels.
~~Liquidity~~
As of June 30, 2021, our total net liquidity was approximately $421.5 million, including $315.9 million in cash and $105.6 million available under our various credit agreements, excluding our floor plan credit agreements. Our working capital facility (“the Working Capital Facility”) with BMO Harris Bank N.A. (“BMO Harris”) includes up to $100.0 million of revolving credit loans that are available to us for working capital, capital expenditures and other general corporate purposes. We currently have no outstanding draws on this line of credit. For further discussion of our liquidity, see the Liquidity and Capital Resources discussion set forth herein.
~~Outlook~~

A.C.T. Research Co., LLC (“~~A.C.T.~~A. C.T. Research”), a commercial vehicle industry data and forecasting service provider, currently forecasts new U.S. Class 8 retail truck sales to be ~~259,000~~244,500 units in ~~2021,~~2022, which would represent a ~~32.4%~~7.5% increase compared to 2020. While demand for new commercial vehicles is currently strong, we believe that component supply chain issues could push the timing of new commercial vehicle deliveries well into 2022, which would negatively impact A.C.T. Research’s forecasts.
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2021. We expect our market share of new Class 8 truck sales to range between ~~4.8%~~5.8% and ~~5.3%~~6.1% in ~~2021.~~2022. This market share percentage would result in the sale of approximately ~~12,500~~14,300 to ~~13,800 of~~15,000 new Class 8 trucks in ~~2021,~~2022, based on A.C.T. Research’s current U.S. retail sales estimate of ~~259,000~~244,500 units.

With respect to new U.S. Class 4-7 retail commercial vehicle sales, A.C.T. Research currently forecasts sales to be ~~257,500~~263,200 units in ~~2021,~~2022, which would represent ~~an 11.0%~~a 5.6% increase compared to ~~2020.~~2021. We expect our market share of new Class 4 through 7 commercial vehicle sales to range between ~~4.3%~~4.0% and ~~5.0%~~4.2% in ~~2021.~~2022. This market share percentage would result in the sale of approximately ~~11,000~~10,500 to ~~12,800 of~~11,000 new Class 4 through 7 commercial vehicles in ~~2021,~~2022, based on A.C.T. Research’s current U.S. retail sales estimates of ~~257,500~~263,200 units.

We expect to sell approximately ~~1,600~~1,700 light-duty vehicles and approximately ~~7,000~~7,800 to ~~7,500~~8,200 used commercial vehicles in ~~2021.~~2022. We expect lease and rental revenue to increase 6%25% to 9%30% during ~~2021,~~2022, compared to ~~2020.~~2021.

While parts supply chain constraints are expected to negatively impact the Aftermarket Products and Services industry for the remainder of 2021, we do not believe these constraints will have a significant overall effect on our Aftermarket Products and Services revenues due to our ability to mitigate supply chain issues with our parts inventory management system. We believe our Aftermarket Products and Services revenues will increase 8%20% to ~~10%~~25% in ~~2021,~~2022, compared to ~~2020.~~2021.

The above projections for new commercial vehicle sales will depend on our ability to obtain commercial vehicles from the manufacturers we represent based on allocations from the manufacturers and supply chain issues affecting manufacturers. In addition, we are beginning to see elevated fuel prices and lower spot market rates and believe inflation and rising interest rates may begin to negatively impact consumer spending and capital expenditures across a variety of industries we support. We are monitoring these and other economic factors that may impact industry demand moving forward. However, with the ongoing integration of our strategic initiatives into our newly acquired dealership locations, and our continued disciplined approach to expense management, we believe our financial results will continue to be strong in 2022.
In addition, all of the above projections for new commercial vehicle sales, lease and rental revenues and Aftermarket Products and Services revenues include the dealership and Idealease locations that we acquired on December 13, 2021, when we completed the acquisition of certain of the assets of the of Summit Truck Group, LLC and certain of its subsidiaries and affiliates (collectively, “Summit”), which included full-service commercial vehicle dealerships and Idealease franchises in Arkansas, Kansas, Missouri, Tennessee and Texas (the “Summit Acquisition”). The Summit Acquisition included Summit’s dealerships representing International, IC Bus, Idealease, Isuzu and other commercial vehicle manufacturers.
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.

~~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.
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Purchase Price Allocation, Intangible Assets and Goodwill
Purchase price allocation for business combinations and asset acquisitions requires the use of accounting estimates and judgments to allocate the purchase price to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values. We dodetermine whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If so, the single asset or group of assets, as applicable, is not ~~believe there~~a business. If not, we determine whether the single asset or group of assets, as applicable, meets the definition of a business.
In connection with our business combinations, we recorded certain intangible assets, including franchise rights. We periodically review the estimated useful lives and fair values of our identifiable intangible assets, taking into consideration any events or circumstances that might result in a diminished fair value or revised useful life.
The excess purchase price over the fair value of assets acquired is ~~a reasonable likelihood that there will be a material change~~recorded as goodwill. We test goodwill for impairment annually in the fourth quarter, or whenever events or changes in circumstances indicate an impairment may have occurred. Because we operate a single reporting unit, the Truck Segment, the impairment test is performed at that level by comparing the estimated fair value of the reporting unit to the carrying value of the reporting unit. We estimate the fair value of the reporting unit using a "step one" analysis utilizing a fair-value-based approach that uses a discounted cash flow analysis of projected future ~~estimates or assumptions we used~~results to ~~test for impairment losses on goodwill. However,~~determine if ~~actual results are~~it is more likely than not ~~consistent with our estimates or assumptions, or certain events occur~~ that ~~might adversely affect~~ the ~~reported~~fair value of a reporting unit is less than its carrying amount. Determining the fair value of goodwill is subjective in nature and often involves the use of estimates and assumptions including, without limitation, use of estimates of future prices and volumes for our products, capital needs, economic trends and other factors which are inherently difficult to forecast. If actual results, or the plans and estimates used in future impairment analyses are lower than the original estimates used to assess the recoverability of these assets, we ~~may be exposed to an~~could incur impairment ~~charge that could be material.~~
~~Goodwill~~charges in a future period. The annual impairment test was ~~tested for impairment during~~performed in the fourth quarter of ~~2020~~2021. No impairment of goodwill was identified during 2021 and no ~~impairment was required. The fair value~~circumstances or events occurred in the first quarter of ~~our reporting unit exceeded the carrying value of its net assets. As~~2022 that would require a ~~result, we were not required to conduct the second step of the impairment test. We do not believe our reporting unit is at risk of failing step one of the impairment test.~~test for impairment.

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.

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.

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.

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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.

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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, weWe 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 ASU 2014-09, “Revenue from Contracts with Customers(“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. We maintain allowances for credit losses, which represent an estimate of expected losses over the remaining contractual life of our receivables after considering current market conditions and estimates for supportable forecasts, when appropriate. The estimate is a result of our ongoing assessments and evaluations of collectability, historical loss experience, and future expectations in estimating credit losses in each of our receivable portfolios (commercial vehicle receivables, manufacturers’ receivables, parts and service receivables, leasing receivables and other trade receivables). For trade receivables, we use the probability of default and our historical loss experience rates by portfolio and apply them to a related aging analysis while also considering customer ~~and/or~~and economic risk where appropriate. Determination of the proper amount of allowances by portfolio requires ~~management~~us to exercise our 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, 2022 and ~~six months periods ended June 30, 2021 and 2020.~~2021.

The following table sets forth certain financial data as a percentage of total ~~revenues for the periods indicated:~~revenues:

Three Months Ended
June 30,

Six Months Ended
June 30,

Three Months Ended March 31,

2021

2020

2021

2020

2022

2021

Revenue

New and used commercial vehicle sales
60.6
%
55.8
%
60.6
%
58.9
%
59.9
%
60.7
%
Aftermarket products and services sales
33.8 37.7 33.8 35.2
Lease and rental sales
4.7 5.7 4.7 5.2
Parts and service sales
34.7 33.8
Lease and rental
4.6 4.7
Finance and insurance
0.6 0.5 0.6 0.4 0.5 0.5
Other
0.3 0.3 0.3 0.3 0.3 0.3
Total revenues
100.0 100.0 100.0 100.0 100.0 100.0
Cost of products sold
79.4 80.8 79.8 81.4 77.9 80.1
Gross profit

20.6

19.2

20.2
18.6 22.1 19.9
Selling, general and administrative
14.0 15.6 14.1 14.9 14.4 14.2
Depreciation and amortization
1.0 1.4 1.1 1.3 0.8 1.1
Gain (loss) on sale of assets
0.0 0.1 0.0 0.1
Gain on sale of assets
0.0 0.0
Operating income
5.6 2.3 5.0 2.5 6.8 4.6
Other income
0.0 0.2 0.1 0.1 0.9 0.0
Interest (income) expense, net
0.0 0.2 0.0 0.3
Interest expense, net
0.1 0.0
Income before income taxes
5.6 2.3 5.1 2.3 7.7 4.6
Provision for income taxes
1.2 0.5 1.1 0.6 1.8 0.9
Net income
4.4
%
1.7
%
4.0
%
1.7
%
5.9
%
3.7
%

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

Three Months Ended
June 30,

Six Months Ended
June 30,

Three Months Ended March 31,

2021

2020

2021

2020

2022

2021

Gross Profit:

New and used commercial vehicle sales
28.6
%
19.5
%
28.7
%
23.1
%
29.2
%
28.9
%
Aftermarket products and services sales
62.2 73.0 62.5 69.6
Lease and rental sales
4.8 3.0 4.5 3.4
Parts and service sales
60.5 62.9
Lease and rental
6.6 4.1
Finance and insurance
2.8 2.6 2.7 2.2 2.2 2.6
Other
1.6 1.9 1.6 1.7 1.5 1.5
Total gross profit
100.0
%
100.0
%
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 ~~(revenues~~(revenue in millions):

Three Months Ended
June 30,

Six Months Ended
June 30,

2021

2020

%
Change

2021

2020

%
Change

Vehicle unit sales:

New heavy-duty vehicles
2,954 1,866 58.3 % 5,949 4,944 20.3 %
New medium-duty vehicles
2,825 2,333 21.1 % 5,159 5,597 -7.8 %
New light-duty vehicles
472 254 85.8 % 867 521 66.4 %
Total new vehicle unit sales
6,251 4,453 40.4 % 11,975 11,062 8.3 %
Used vehicles
2,094 1,768 18.4 % 4,018 3,326 20.8 %
Vehicle revenue:

New heavy-duty vehicles
$ 434.9 $ 287.7 51.2 % $ 884.9 $ 758.5 16.7 %
New medium-duty vehicles
226.2 191.8 18.0 % 414.4 435.7 -4.9 %
New light-duty vehicles
21.4 11.2 90.6 % 39.8 22.7 75.2 %
Total new vehicle revenue
$ 682.5 $ 490.7 39.1 % $ 1,339.1 $ 1,216.9 10.0 %
Used vehicle revenue
$ 112.6 $ 66.9 68.4 % $ 200.9 $ 126.6 58.7 %
Other vehicle revenue:⁽¹⁾
$ 2.2 $ 1.5 45.6 % $ 5.0 $ 5.1 -2.8 %
Dealership absorption ratio:
129.1 % 110.2 % 17.2 % 125.9 % 112.3 % 12.1 %

Three Months Ended
March 31,

2022

2021

% Change

Vehicle unit sales:

New heavy-duty vehicles
3,528 2,995 17.8 %
New medium-duty vehicles
2,141 2,334 -8.3 %
New light-duty vehicles
481 395 21.8 %
Total new vehicle unit sales
6,150 5,724 7.4 %

Used vehicles
2,395 1,924 24.5 %

Vehicle revenues:

New heavy-duty vehicles
$ 546.1 $ 450.0 21.4 %
New medium-duty vehicles
178.0 188.2 -5.4 %
New light-duty vehicles
23.8 18.4 29.3 %
Total new vehicle revenue
$ 747.9 $ 656.6 13.9 %

Used vehicle revenue
$ 185.7 $ 88.3 110.3 %

Other vehicle revenues:⁽¹⁾
$ 2.1 $ 2.8 -25.0 %

Dealership absorption ratio:
136.3 % 122.6 % 11.4 %
(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 our Aftermarket Products and 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 ~~129.1%~~136.3% absorption ratio for the ~~second~~first quarter of ~~2021 and~~2022, compared to a ~~110.2%~~122.6% absorption ratio for the ~~second~~first quarter of ~~2020.~~2021.

Three Months Ended ~~June 30, 2021~~March 31, 2022 Compared to Three Months Ended ~~June 30, 2020~~March 31, 2021

Revenues

Total revenues increased ~~$313.5~~$331.4 million, or ~~31.3%~~26.9%, in the ~~second~~first quarter of ~~2021,~~2022, compared to the ~~second~~first quarter of ~~2020.~~2021. This increase was primarily the result of continued recovery of the national economy, strong demand for new and used commercial vehicle and the Summit Acquisition, which increased revenues across all areas of our business.

Our Aftermarket Products and Services revenues increased ~~$68.0~~$127.5 million, or ~~18.0%~~30.7%, in the ~~second~~first quarter of ~~2021,~~2022, compared to the ~~second~~first quarter of ~~2020. This increase was primarily due~~2021. Our Aftermarket Parts and Services continue to ~~the overall continued recovery of the~~benefit from a strong national economy.

Revenues from sales of new and used commercial vehicles increased ~~$238.2~~$188.0 million, or ~~42.6%~~25.1%, in the ~~second~~first quarter of ~~2021,~~2022, compared to the ~~second~~first quarter of ~~2020. This increase was also primarily due to continued recovery of the~~2021. The strong national economy, which ~~has~~ led to ~~strong~~historically high freight rates throughout the country, ~~and~~continues to maintain strong demand for commercial vehicles.

We sold ~~2,954~~3,528 new Class 8 trucks in the ~~second~~first quarter of ~~2021,~~2022, a ~~58.3%~~17.8% increase compared to ~~1,866~~2,995 new Class 8 trucks in the ~~second~~first quarter of ~~2020. Our~~2021. This increase in new Class 8 truck sales ~~were up significantly~~was primarily a result of the Summit Acquisition.
We sold 2,141 new Class 4 through 7 commercial vehicles, including 193 buses, in the ~~second~~first quarter of ~~2021 due~~2022, a 8.3% decrease compared to ~~strong demand from a wide variety of market segments,~~2,334 new medium-duty commercial vehicles, including ~~vocational, construction and over-the-road customers. According to A.C.T. Research, retail sales~~140 buses, in the ~~U.S. Class 8 truck market increased 63.3% in the second~~first quarter of ~~2021, compared to~~2021. Our new Class 4 through 7 commercial vehicle sales were negatively impacted by new commercial vehicle production constraints that affected the ~~second quarter of 2020.~~manufacturers we represent.

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We sold ~~2,825~~481 new ~~Class 4 through 7 commercial~~light-duty vehicles ~~including 230 buses,~~ in the ~~second~~first quarter of ~~2021,~~2022, a ~~21.1%~~21.8% increase compared to ~~2,333~~395 new medium-duty commercial vehicles, including 204 buses, in the second quarter of 2020. Our second quarter 2021 Class 4 through 7 commercial vehicle sales were up primarily due to the overall continued economic recovery as well as increased commercial vehicle sales to our lease and rental and food service customers. A.C.T. Research estimates that unit sales of new Class 4 through 7 commerciallight-duty vehicles in the ~~U.S.~~first quarter of 2021. Our light-duty vehicle sales benefited from the increased ~~approximately 26.1%~~demand for light-duty vehicles in the ~~second quarter of 2021, compared to the second quarter of 2020.~~U.S.

We sold ~~472 light-duty vehicles in the second quarter of 2021, an 85.8% increase compared to 254 light-duty vehicles sold in the second quarter of 2020.~~
~~We sold 2,094~~2,395 used commercial vehicles in the ~~second~~first quarter of ~~2021, an 18.4%~~2022, a 24.5% increase compared to ~~1,768~~1,924 used commercial vehicles ~~sold~~ in the ~~second~~first quarter of ~~2020. The increase in~~2021. Demand for used ~~truck sales~~commercial vehicles remained strong in the ~~second~~first quarter of ~~2021 was primarily due~~2022. However, the number of used commercial vehicles we will be able to ~~increased demand for~~sell in 2022 depends on our ability to acquire quality used ~~trucks because supply constraints are limiting new~~ commercial vehicle ~~production.~~inventory. We believe used truck demand and values will decrease when new truck production ~~increases;~~increases to a level adequate to meet customer demand; however, we believe demand for used trucks will remain strong ~~through 2021.~~throughout 2022.

Commercial vehicle lease and rental revenues increased ~~$4.1~~$13.1 million, or ~~7.2%~~22.5%, in the ~~second~~first quarter of ~~2021,~~2022, compared to the ~~second~~first quarter of ~~2020.~~2021. The increase ~~is primarily~~was partly due to increased rental fleet ~~utilization.~~utilization and strong demand for vehicles to lease, which was impacted by the limited supply of new commercial vehicles.

Finance and insurance revenues increased ~~$2.4~~$1.1 million, or ~~49.3%~~16.4%, in the ~~second~~first quarter of ~~2021,~~2022, compared to the ~~second~~first quarter of ~~2020. We expect~~2021. The increase in finance and insurance revenues was partially due to ~~fluctuate proportionately with our~~sales of finance and insurance products to a higher percentage of new and used commercial vehicle ~~sales~~purchasers in ~~2021.~~the first quarter of 2022. Finance and insurance revenues have limited direct costs and, therefore, contribute a disproportionate share of our operating profits.

Other income increased $1.7 million, or 46.5%, in the first quarter of 2022, compared to the first quarter of 2021. Other income consists primarily of document fees related to commercial vehicle sales.
Gross Profit

Gross profit increased ~~$78.5~~$100.6 million, or ~~40.8%~~41.1%, in the ~~second~~first quarter of ~~2021,~~2022, compared to the ~~second~~first quarter of ~~2020.~~2021. Gross profit as a percentage of sales increased to ~~20.6%~~22.1% in the ~~second~~first quarter of ~~2021,~~2022, from ~~19.2%~~19.9% in the ~~second~~first quarter of ~~2020.~~2021. This increase in gross profit as a percentage of sales is a result of ~~widespread~~ increased gross margins ~~from~~related to new and used commercial vehicle sales and an increase in Aftermarket Products and Services as a percentage of our overall product sales ~~and lease and rental sales.~~mix.

Gross margins from our Aftermarket Products and Services operations increased to ~~37.8%~~38.5% in the ~~second~~first quarter of ~~2021, from 37.2%~~2022, compared to 37.0% in the ~~second~~first quarter of ~~2020.~~2021. This increase is primarily related increases in parts pricing and increases in parts rebates from parts suppliers. Gross profit from our Aftermarket Products and Services operations increased to ~~$168.4~~$209.1 million in the ~~second~~first quarter of ~~2021,~~2022, from ~~$140.4~~$153.9 million in the ~~second~~first quarter of ~~2020.~~2021. Historically, gross margins on parts sales range from ~~27%~~28% to ~~28%~~30% and gross margins on service and collision center operations range from ~~61%~~66% to ~~65%~~68%. Gross profits from parts sales represented ~~61%~~62.5% of total gross profit ~~from~~for Aftermarket Products and Services operations in the ~~second~~first quarter of ~~2021~~2022 and ~~60%~~59.5% in the ~~second~~first quarter of ~~2020.~~2021. Service and collision center operations represented ~~39%~~37.5% of total gross profit ~~from~~for Aftermarket Products and Services operations in the ~~second~~first quarter of ~~2021~~2022 and ~~40%~~40.5% in the ~~second~~first quarter of ~~2020.~~2021. We expect blended gross margins on Aftermarket Products and Services operations to range from ~~37.0%~~37.5% to ~~38.0%~~38.5% in ~~2021.~~2022.

Gross margins on new Class 8 truck sales increased to ~~9.1%~~9.7% in the ~~second~~first quarter of ~~2021,~~2022, from ~~7.3%~~8.9% in the ~~second~~first quarter of ~~2020.~~2021. This increase is primarily due to strong demand for new Class 8 trucks and the mix of purchasers during the ~~second~~first quarter of ~~2021.~~2022. In ~~2021,~~2022, we expect overall gross margins from new heavy-duty truck sales of approximately 8.0% to ~~9.0%~~9.5%.

Gross margins on new Class 4 through 7 commercial vehicle sales increased to ~~7.4%~~8.6% in the ~~second~~first quarter of ~~2021,~~2022, from ~~6.1%~~7.1% in the ~~second~~first quarter of ~~2020.~~2021. This increase is primarily due to the mix of purchasers during the ~~second~~first quarter of ~~2021.~~2022 and strong demand for new Class 4 through 7 commercial vehicles. For ~~2021,~~2022, we expect overall gross margins from new medium-duty commercial vehicle sales of approximately ~~6.5%~~7.5% to ~~7.5%~~8.5%, but this will largely depend upon the mix of purchasers and types of vehicles sold.

Gross margins on used commercial vehicle sales ~~increased~~decreased to ~~17.4%~~15.9% in the ~~second~~first quarter of ~~2021,~~2022, from ~~5.4%~~18.1% in the ~~second~~first quarter of ~~2020.~~2021. This ~~increase in margins in the second quarter of 2021 was~~decrease is primarily due to ~~the increase~~a softening in used truck values ~~due~~as new Class 8 vehicle production begins to strong demand for used commercial vehicles. The lower margins that we recognized in 2020 were due to weak demand for used trucks in early 2020 caused by the beginning of the COVID-19 pandemic and the write-down of used truck inventory values to account for extremely weak market conditions at that time.increase. We expect margins on used commercial vehicles to ~~be approximately 12% to 16% for~~gradually decrease throughout 2022 as new commercial vehicle production increases and reach their historical range between 8.0% and 10.0% by the ~~remainder~~end of ~~2021.~~2022.

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Gross margins from truck lease and rental sales increased to ~~21.2%~~31.9% in the ~~second~~first quarter of ~~2021,~~2022, from ~~10.1%~~17.5% in the ~~second~~first quarter of ~~2020.~~2021. This increase is primarily related to increased rental fleet ~~utilization.~~utilization and changes to the way we finance commercial vehicles for our lease and rental fleet. In September of 2021, we entered into a credit agreement (“the WF Credit Agreement”) with the lenders signatory thereto (the “WF Lenders”) and Wells Fargo Bank, National Association (“WF”), as Administrative Agent (in such capacity, the “WF Agent”) that allows us to finance a portion of our Idealease lease and rental fleet through a general borrowing facility. In October of 2021, we entered into that certain Amended and Restated Inventory Financing and Purchase Money Security Agreement with PLC, a division of PACCAR Financial Corp. (the “PLC Agreement”) in the amount of $300.0 million to be used in connection with the acquisition of PacLease lease and rental fleet vehicles. The interest associated with the WF Credit Agreement and the PLC Agreement is recorded in interest expense on the Consolidated Statement of Income. Prior to the WF Credit Agreement and the PLC Agreement, interest expense associated with our lease and rental fleet purchases was recorded in cost of sales because each borrowing was directly related to each lease and rental vehicle purchased. This change in the structure of financing of our lease and rental fleet results in increased gross margins from our commercial vehicle lease and rental sales. We expect gross margins from lease and rental sales of approximately 31.0% to 33.0% during 2022. Our policy is to depreciate our lease and rental fleet using a 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 ~~revenues,~~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 ~~$28.5~~$49.5 million, or ~~18.3%~~28.3%, in the ~~second~~first quarter of ~~2021,~~2022, compared to the ~~second~~first quarter of ~~2020.~~2021. This increase primarily resulted from increased personnel expense and increased selling expense, compared to ~~2020.~~the first quarter of 2021, and in addition, increased general and administrative expense associated with the Summit Acquisition. SG&A expenses as a percentage of total revenues ~~decreased~~increased to ~~14.0%~~14.4% in the ~~second~~first quarter of ~~2021,~~2022, from ~~15.6%~~14.2% in the ~~second~~first quarter of ~~2020.~~2021. Annual SG&A expenses as a percentage of total revenues have ranged from approximately 12.4% to ~~14.0%~~14.3% over the last five years. In general, when new and used commercial vehicle revenues decrease as a percentage of total revenues, SG&A expenses as a percentage of total revenues will be at the higher end of this range. For ~~2021,~~2022, we expect SG&A expenses as a percentage of total revenues to range from 13.0% to 14.0%, due to the increase in revenues from sales of new and used commercial vehicles and Aftermarket Products and ~~Services. For 2021, we~~Services revenues. We expect the selling portion of SG&A expenses to be approximately 25.0% to 30.0% of new and used commercial vehicle gross profit.

~~Depreciation and Amortization Expense~~
~~Depreciation and amortization expense decreased $1.1 million, or 7.5%, in the second quarter of 2021, compared to the second quarter of 2020.~~
Interest ~~(Income)~~ Expense, Net

Net interest ~~(income)~~ expense ~~decreased $2.4~~increased $0.7 million, or ~~109.6%~~140.4%, in the ~~second~~first quarter of ~~2021,~~2022, compared to the ~~second~~first quarter of ~~2020.~~2021. This ~~decrease was primarily due to~~increase in interest expense is a result of the ~~decrease~~increase in ~~floorplan liability related to lower commercial vehicle~~ inventory levels the product mix of our commercial vehicle inventory and the reduction in our real estate debt. During the second quarter of 2021, a higher portion of our vehicle inventory was from commercial vehicle manufacturers that were offering more favorable floorplan terms than in the second quarter of 2020. The Company also paid off its remaining real estate debt of approximately $40.0 million in April ofcompared to 2021. We expect net interest expense in ~~2021~~2022 to ~~decrease compared~~increase due to ~~2020,~~interest related to lease and rental borrowings, but the amount of the ~~decrease~~increase will depend on ~~commercial vehicle~~ inventory levels, interest rate fluctuations and the amount of cash available to make prepayments on our floor plan ~~arrangements, which limits our interest expense.~~arrangements.

Income before Income Taxes

As a result of the factors described above, income from continuing operations before income taxes increased ~~$52.2~~$63.7 million, or ~~232.0%~~112.5%, in the ~~second~~first quarter of ~~2021,~~2022, compared to the ~~second~~first quarter of ~~2020.~~2021.

Income Taxes

Income taxes increased ~~$11.0~~$16.6 million, or ~~193.3%~~146.7%, in the ~~second~~first quarter of ~~2021,~~2022, compared to the ~~second~~first quarter of ~~2020.~~2021. We provided for taxes at a ~~22.3%~~23.2% effective rate in the ~~second~~first quarter of 2022 and 20.0% in the first quarter of 2021. The tax rate in the first quarter of 2021 was primarily impacted by the tax benefit related to the gain associated with vesting and ~~25.3% in the second quarter~~exercise of ~~2020.~~equity awards granted through our long-term incentive plan. We expect our effective tax rate to be approximately 23.0% to ~~25.0%~~24.0% of pretax income in ~~2021.~~
~~Six Months Ended June 30, 2021, Compared to Six Months Ended June 30, 2020~~
Unless otherwise stated below, our variance explanations and future expectations with regards to the items discussed in this section are set forth in the discussion of the “Three Months Ended June 30, 2021, Compared to Three Months Ended June 30, 2020.”
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Total revenues increased $258.6 million, or 11.3%, in the first six months of 2021, compared to the first six months of 2020. Sales of new and used commercial vehicles increased $196.4 million, or 14.6%, in the first six months of 2021, compared to the first six months of 2020.
~~Aftermarket Products and Services revenues increased $55.7 million, or 6.9%, in the first six months of 2021, compared to the first six months of 2020.~~
We sold 5,949 new Class 8 heavy-duty trucks in the first six months of 2021, a 20.3% increase compared to 4,944 new Class 8 heavy-duty trucks in the first six months of 2020. According to A.C.T. Research, retail sales in the U.S. Class 8 truck market increased 34.9% in the first six months of 2021, compared to the first six months of 2020.
We sold 5,159 new Class 4 through 7 medium-duty commercial vehicles, including 370 buses, in the first six months of 2021. This represented a 7.8% decrease compared to 5,597 new Class 4 through 7 medium-duty commercial vehicles, including 420 buses, in the first six months of 2020. The decrease in sales for the first six months of 2021, compared to the first six months of 2020, is largely the result of robust sales of new Class 4 through 7 medium-duty commercial vehicle sales throughout our dealership network in the first quarter of 2020. A.C.T. Research estimates that unit sales of new Class 4 through 7 commercial vehicles in the U.S. increased approximately 19.6% in the first six months of 2021, compared to the first six months of 2020.
~~We sold 867 new light-duty vehicles in the first six months of 2021, a 66.4% increase compared to 521 new light-duty vehicles sold in the first six months of 2020.~~
~~We sold 4,018 used commercial vehicles in the first six months of 2021, a 20.8% increase compared to 3,326 used commercial vehicles in the first six months of 2020.~~
~~Truck lease and rental revenues increased $1.6 million, or 1.3%, in the first six months of 2021, compared to the first six months of 2020.~~
Finance and insurance revenues increased $4.4 million, or 47.2%, in the first six months of 2021, compared to the first six months of 2020. The increase in finance and insurance revenues was due to sales of finance and insurance products to a higher percentage of new and used commercial vehicle purchasers in the first six months of 2021.
~~Gross Profit~~
Gross profit increased $88.8 million, or 20.8%, in the first six months of 2021, compared to the first six months of 2020. Gross profit as a percentage of sales was 20.2% in the first six months of 2021 and 18.6% in the first six months of 2020.
Gross margins from Aftermarket Products and Services operations increased to 37.4% in the first six months of 2021, from 36.9% in the first six months of 2020. Gross profit for Aftermarket Products and Services was $322.3 million in the first six months of 2021, compared to $296.9 million in the first six months of 2020. Gross profit from parts sales represented 60% of the total gross profit for Aftermarket Products and Services operations in the first six months of 2021 and 2020. Service and collision center operations represented 40% of the total gross profit for Aftermarket Products and Services operations in the first six months of 2021 and 2020.
~~Gross margins on new Class 8 heavy-duty truck sales increased to 9.0% in the first six months of 2021, from 8.3% in the first six months of 2020.~~
~~Gross margins on new Class 4 through 7 medium-duty commercial vehicle sales increased to 7.3% in the first six months of 2021, from 6.1% in the first six months of 2020.~~
~~Gross margins on used commercial vehicle sales increased to 17.7% in the first six months of 2021, from 5.5% in the first six months of 2020.~~
~~Gross margins from truck lease and rental sales increased to 19.4% in the first six months of 2021, from 12.2% in the first six months of 2020.~~
~~Finance and insurance revenues and other income, as described above, have limited direct costs and, therefore, contribute a disproportionate share of gross profit.~~
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~~Selling, General and Administrative Expenses~~
SG&A expenses increased $18.4 million, or 5.4%, in the first six months of 2021, compared to the first six months of 2020. SG&A expenses equaled 14.1% of total revenue in the first six months of 2021, compared to 14.9% in the first six months of 2020.
~~Depreciation and Amortization Expense~~
~~Depreciation and amortization expense decreased $1.7 million, or 5.9%, in the first six months of 2021, compared to the first six months of 2020.~~
~~Interest (Income) Expense, Net~~
~~Net interest expense decreased $6.7 million, or 95.8%, in the first six months of 2021, compared to the first six months of 2020.~~
~~Income before Income Taxes~~
~~Income before income taxes increased $77.2 million, or 142.5%, in the first six months of 2021, compared to the first six months of 2020.~~
~~Provision for Income Taxes~~
Income taxes increased $13.8 million, or 96.4%, in the first six months of 2021, compared to the first six months of 2020. We provided for taxes at a 21.3% rate in the first six months of 2021 and a 26.3% rate in the first six months of 2020.2022.

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 ~~June 30, 2021,~~March 31, 2022, we had working capital of approximately ~~$377.5~~$394.9 million, including ~~$315.9~~$209.5 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 plan credit agreement with BMO Harris Bank N.A. (“BMO Harris”) (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.

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We continually evaluate our liquidity and capital resources based upon: (i) our cash and cash equivalents on hand; (ii) the funds that we expect to generate through future operations; (iii) current and expected borrowing availability under our secured line of credit, working capital lines of credit available under certain of our credit agreements and our Floor Plan Credit Agreement; and (iv) the potential impact of our capital allocation strategy and any contemplated or pending future transactions, including, but not limited to, acquisitions, equity repurchases, dividends, or other capital expenditures. We believe we will have sufficient liquidity to meet our debt service and working capital requirements, commitments and contingencies, debt repayments, acquisitions, capital expenditures and any operating requirements for at least the next twelve months.
We have a secured line of credit that provides for a maximum borrowing of ~~$17.5~~$15.0 million. There were no advances outstanding under this secured line of credit on ~~June 30, 2021,~~March 31, 2022, however, ~~$12.0~~$14.3 million was pledged to secure various letters of credit related to self-insurance products, leaving ~~$5.6~~$0.7 million available for future borrowings as of ~~June 30, 2021.~~
The Working Capital Facility with BMO Harris includes up to $100.0 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) 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 were no advances outstanding under the Working Capital Facility as of June 30, 2021.March 31, 2022.

Our long-term debt, floor plan financing agreements and the ~~Working Capital Facility~~WF Credit Agreement require us to satisfy various financial ratios such as the ~~debt-to-worth~~leverage ratio, ~~leverage~~the asset coverage ratio and the fixed charge coverage ~~ratio and certain requirements for tangible net worth and generally accepted accounting principles net worth.~~ratio. As of ~~June 30, 2021,~~March 31, 2022, 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.~~WF Credit Agreement. We do not anticipate any breach of the covenants in the foreseeable future.
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We expect to purchase or lease commercial vehicles worth approximately $150.0 million to ~~$180.0~~$170.0 million for our leasing operations during ~~2021,~~2022, depending on customer demand, most of which will be financed. We also expect to make capital expenditures for the purchase of recurring items such as computers, shop tools and equipment and company vehicles of approximately ~~$30.0~~$35.0 million to ~~$35.0~~$40.0 million during ~~2021.~~2022.

During the ~~second~~first quarter of ~~2021,~~2022, we paid a cash dividend of ~~$10.0~~$11.1 million. Additionally, on ~~July 20, 2021,~~April 26, 2022, our Board of Directors declared a cash dividend of $0.19 per share of Class A and Class B Common Stock, to be paid on ~~September~~June 10, ~~2021,~~2022, to all shareholders of record as of ~~August 10, 2021.~~May 12, 2022. The total dividend disbursement is estimated at approximately ~~$10.6~~$10.5 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 our Board of Directors deem relevant.

On ~~December 8, 2020,~~November 30, 2021, we announced that our Board of Directors approved a new stock repurchase program authorizing management to repurchase, from time to time, up to an aggregate of $100.0 million of our shares of Class A Common Stock and/or Class B Common Stock. In connection with the adoption of the new stock repurchase plan, we terminated the prior stock repurchase plan, which was scheduled to expire on December 31, ~~2020.~~2021. 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 ~~June 30, 2021,~~March 31, 2022, we had repurchased ~~$12.5~~$20.2 million of our shares of common stock under the current stock repurchase program. The current stock repurchase program expires on December 31, ~~2021,~~2022, 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 ~~June 30, 2021.~~March 31, 2022. 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.

Cash Flows

Cash and cash equivalents increased by ~~$3.9~~$61.4 million during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022, and increased by ~~$33.9~~$4.0 million during the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. 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 ~~six months~~quarter of ~~2021,~~2022, operating activities resulted in net cash provided by operations of ~~$237.7~~$34.6 million. Net cash provided by operating activities primarily consisted of ~~$103.4~~$92.5 million in net income adjusted by the gain of $12.5 million related to the joint venture transaction, as well as non-cash adjustments related to depreciation and amortization of ~~$84.9~~$45.8 million, deferred income tax benefit of $1.0 million and stock-based compensation of ~~$15.2 million and the benefit for deferred income tax expense of $14.6~~$13.8 million. Cash provided by operating activities included an aggregate of ~~$50.0~~$101.7 million net change in operating assets and liabilities. Included in the net change in operating assets and liabilities ~~were~~was primarily cash ~~inflows~~outflows of ~~$76.8 million from the decrease in inventories, $12.0 million from the decrease in accounts receivable and $12.4~~$58.8 million from the increase in accounts ~~payable, which was offset by cash outflows of $1.3~~receivable, $98.3 million from the increase in ~~other assets, $26.2 million from the decrease in accrued liabilities and $23.7~~inventory, $8.7 million from the decrease in customer ~~deposits.~~deposits, which were offset by cash inflows of $64.2 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.

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During the first ~~six months~~quarter of ~~2020,~~2021, operating activities resulted in net cash provided by operations of ~~$418.2~~$40.1 million. Net cash provided by operating activities primarily consisted of ~~$39.9~~$45.3 million in net income, as well as non-cash adjustments related to depreciation and amortization of ~~$89.9~~$42.6 million, deferred income tax benefit of $8.4 million and stock-based compensation of ~~$12.1 million and the benefit for deferred income tax expense of $10.4~~$11.5 million. Cash provided by operating activities included an aggregate of ~~$290.1~~$50.1 million net change in operating assets and liabilities. Included in the net change in operating assets and liabilities ~~were~~was primarily cash ~~inflows~~outflows of ~~$358.9~~$14.7 million from the ~~decrease~~increase in ~~inventories, $21.0~~accounts receivable, $1.8 million from the ~~decrease~~increase in ~~accounts receivable and $5.2~~inventory, $0.7 million ~~from~~in the ~~decrease~~increase in other current assets, ~~which was offset by cash outflows of $36.1 million from the decrease in accounts payable, $32.6~~$1.6 million from the net decrease in ~~floor plan, trade, $1.2 million from the decrease in~~accounts payable and accrued liabilities, ~~and $25.1~~$31.2 million from the decrease in customer deposits.
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Cash Flows from Investing Activities

During the first ~~six months~~quarter of ~~2021,~~2022, cash used in investing activities ~~was $82.9~~totaled $16.3 million. Cash flows used in investing activities consist primarily of cash used for capital expenditures. Capital expenditures ~~were $84.4~~totaled $45.7 million during the first ~~six months~~quarter of ~~2021~~2022 and consisted primarily of purchases of property and equipment, ~~and~~ improvements to our existing dealership ~~facilities. Property~~facilities and ~~equipment purchases during the first six months of 2021 included $64.7~~$27.8 million for ~~additional units~~purchases of rental and lease vehicles for the rental and leasing ~~operations, the majority of which~~operations. The cash outflows were ~~directly~~ offset by ~~borrowings~~the cash inflow of ~~long-term debt.~~$27.5 million related to Cummins, Inc.’s acquisition of a 50% equity interest in Momentum Fuel Technologies.

During the first ~~six months~~quarter of ~~2020,~~2021, cash used in investing activities was ~~$74.4~~$32.2 million. Cash flows used in investing activities consist primarily of cash used for capital expenditures. Capital expenditures ~~were $82.2~~of $32.9 million ~~during the first six months of 2020 and~~ consisted primarily of $8.3 million for purchases of property and equipment and improvements to our existing dealership ~~facilities. Property~~facilities and ~~equipment purchases during the first six months of 2020 included $57.8~~$24.6 million for additional units for the rental and leasing operations, ~~the majority of~~ 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 ~~six months~~quarter of ~~2021,~~2022, financingactivities ~~resulted~~provided $43.1 million in net cash ~~used in financing of $151.0 million,~~flow. Cash outflows were primarily related to $208.0 million used for principal repayments of long-term debt and finance lease obligations, $14.4 million used for the repurchase of our common stock and $11.1 million used for the payment of cash dividends. These cash outflows were offset by cash inflows ~~of $3.9 million from the issuance of shares~~ related to ~~equity compensation plans and~~ borrowings of ~~$52.3~~$207.5 million of long-term ~~debt. These cash inflows were offset by $40.9~~debt and $71.5 million used for net draws on floor plan (non-trade).
Cash flows from financing activities include borrowings and repayments of long-term debt and net ~~payments on~~proceeds of floor plan notes payable, ~~non-trade, $135.6~~non-trade. During the first quarter of 2021, financing activities used $4.0 million in net cash flow. Cash outflows were primarily related to $46.8 million used for principal repayments of long-term debt and capital lease obligations, ~~$10.8~~$6.6 million used for ~~repurchases~~the repurchase of our common stock and ~~$19.9~~$9.9 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 and $38.5 million used for net draws on floor plan (non-trade). The borrowings of long-term debt were ~~primarily~~ related to purchasing units for the rental and leasing operations.

~~During~~On September 14, 2021, we entered into the ~~first six months~~WF Credit Agreement with the WF Lenders and the WF Agent. Pursuant to the terms of ~~2020, financingactivities resulted in net cash used in financing of $309.9 million, primarily related~~the WF Credit Agreement, the WF Lenders have agreed to ~~cash inflows of $5.4 million from the issuance of shares related~~make up to ~~equity compensation plans and borrowings of $119.3~~$250.0 million of ~~long-term debt. These cash inflows were offset by $238.8 million from net payments on floor plan notes payable, non-trade, $166.5 million used~~revolving credit loans for ~~principal repayments~~certain of ~~long-term debt~~our capital expenditures, including commercial vehicle purchases for our Idealease leasing and rental fleet, and general working capital ~~lease obligations, $19.9 million used for repurchases of common stock and $9.5 million used for payment of cash dividends. The borrowings of long-term debt were~~needs. We expect to use the revolving credit loans available under the WF Credit Agreement primarily ~~related to purchasing units~~ for the purpose of purchasing commercial vehicles for our Idealease lease and rental fleet. We may borrow, repay and ~~leasing operations.~~reborrow amounts pursuant to the WF Credit Agreement from time to time until the maturity date. Borrowings under the WF Credit Agreement bear interest per annum, payable on each interest payment date, as defined in the WF Credit Agreement, at (A) the daily SOFR rate plus (i) 1.25% or (ii) 1.5%, depending on our consolidated leverage ratio or (B) on or after the term SOFR transition date, the term SOFR rate plus (i) 1.25% or (ii) 1.5%, depending on our consolidated leverage ratio. The WF Credit Agreement expires on September 14, 2024, although, upon the occurrence and during the continuance of an event of default, the WF Agent has the right to, or upon the request of the required lenders must, terminate the commitments and declare all outstanding principal and interest due and payable. We may terminate the commitments at any time. On March 31, 2022, we had approximately $153.4 million outstanding under the WF Credit Agreement.
22
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On October 1, 2021, we entered into the PLC Agreement. Pursuant to the terms of the PLC Agreement, PLC agreed to make up to $300.0 million of revolving credit loans to finance certain of our capital expenditures, including commercial vehicle purchases and other equipment to be leased or rented through our PacLease franchises. We may borrow, repay and reborrow amounts pursuant to the PLC Agreement from time to time until the maturity date, provided, however, that the outstanding principal amount on any date shall not exceed the borrowing base. Advances under the PLC Agreement bear interest per annum, payable on the fifth day of the following month, at our option, at either (A) the prime rate, minus 1.55%, provided that the floating rate of interest is subject to a floor of 0%, or (B) a fixed rate, to be determined between us and PLC in each instance of borrowing at a fixed rate. The PLC Agreement expires on October 1, 2025, although either party has the right to terminate the PLC Agreement at any time upon 180 days written notice. If we terminate the PLC Agreement prior to October 1, 2025, then all payments will be deemed to be voluntary prepayments subject to a potential prepayment premium. On March 31, 2022, we had approximately $185.0 million outstanding under the PLC Agreement.

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. ~~We finance~~On September 14, 2021, we entered into Floor Plan Credit Agreement with BMO Harris and the lenders signatory thereto. Prior to the Floor Plan Credit Agreement, we financed the majority of all new commercial vehicle inventory and the loan value of our used commercial vehicle inventory under the Fourth Amended and Restated Floor Plan Credit Agreement with BMO Harris and the majority of such financings will continue to occur under the Floor Plan Credit Agreement. The Floor Plan Credit Agreement includes an aggregate loan commitment of $1.0 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%~~1.10% 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,~~September 14, 2026, 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 ~~June 30, 2021,~~March 31, 2022, we had approximately ~~$388.6~~$591.4 million outstanding under the Floor Plan Credit Agreement. The average daily outstanding borrowings under the Floor Plan Credit Agreement were ~~$403.6~~$522.8 million during the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. 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.

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.

26

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Backlog

On ~~June 30, 2021,~~March 31, 2022, our backlog of commercial vehicle orders was approximately ~~$2,258.9~~$3,441.4 million, as compared to a backlog of commercial vehicle orders of approximately ~~$1,057.1~~$1,736.0 million on ~~June 30, 2020.~~March 31, 2021. This increase in our backlog is primarily due to production constraints experienced by the manufacturers we represent. 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 ~~June 30, 2021,~~March 31, 2022, and we expect to fill the majority of our backlog orders during 2022, assuming that the ~~remainder~~manufacturers we represent can meet their current production schedule. Our current backlog is the largest it has ever been in our Company’s history. Given the potential for industry headwinds in the coming months caused by lower spot rates and higher interest rates and fuel prices, which could negatively impact industry demand for new commercial vehicles moving forward, we believe that the longer it takes to fill our backlog, the greater the risk that a significant amount of ~~2021 and 2022.~~commercial vehicle orders currently reflected in our backlog could be cancelled.

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 Aftermarket Products and Services operations historically have experienced higher sales volumes in the second and third quarters.

23
Table of Contents
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 commercial vehicles have ranged from a low of approximately 110,000 in 2010, to a high of approximately 281,440 in 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 Class 8 commercial vehicle industry on our earnings.

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.

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.

27

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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 current 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~~In addition, in August 2021, the President of the United States issued an executive order intended to ~~address~~increase fuel efficiency, further reduce GHG emissions ~~or fuel efficiency standards may negatively impact our business. For example,~~and speed up the development of “zero-emission” vehicles. The executive order calls for the EPA and the Secretary of Transportation to adopt new rules and regulations for commercial vehicles starting as early as model year 2027. Similarly, in June 2020, the California Air Resources Board adopted a final rule that is intended to phase out the sale of diesel-powered commercial vehicles over time by requiring a certain percentage of each manufacturer’s commercial vehicles sold within the state to be “zero-emission vehicles,” or “near-zero emission vehicles,” starting in model year 2024. In addition, in July 2020, a group of fifteen U.S. states and the District of Columbia entered into a joint memorandum of understanding that commits each of them to work together to advance and accelerate the market for electric Class 3 through 8 commercial ~~vehicles. Three~~vehicles; one additional state signed in 2021. Four of the states that signed are states where we operate new commercial vehicle dealerships: California, Colorado, North Carolina and ~~North Carolina.~~Virginia. The signatories to the memorandum all agreed on a goal of ensuring that 100% of new Class 3 through 8 commercial vehicles are zero emission by 2050, with an interim target of 30% zero emission by 2030. Attaining these goals would likely require the adoption of new laws and regulations and we cannot predict at this time whether such laws and regulations would have an adverse impact on 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.
24
Table of Contents

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, which could materially adversely affect our results of operations, financial condition or cash flows. In addition, such laws could affect demand for the products that we sell.

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~~WF Credit Agreement, the PLC Agreement and discount rates related to finance sales. ~~The majority of~~Our floor plan debt is based on ~~LIBOR.~~LIBOR, the WF Credit Agreement is based on SOFR and the PLC Agreement is based on the prime rate. As of ~~June 30, 2021,~~March 31, 2022, we had floor plan borrowings and borrowings from WF and PLC in the amount of ~~approximately $470.9~~$1,040.6 million. Assuming an increase or decrease in LIBOR, SOFR or the prime rate of 100 basis points, annual interest expense could correspondingly increase or decrease by approximately ~~$4.7~~$10.4 million.

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 ~~June 30, 2021~~March 31, 2022 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.

28

~~Table of Contents~~
There has been no change in our internal control over financial reporting that occurred during the three months ended ~~June 30, 2021~~March 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
25
Table of Contents

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. WeAs of March 31, 2022, we believe that there are no pending claims or litigation, ~~pending,~~individually or in the ~~outcome of which could~~aggregate, that are reasonably likely to 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 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 ~~2020~~2021 Annual Report on Form 10-K (the ~~“2020~~“2021 Annual Report”) describes some of the risks and uncertainties associated with our business that have the potential to materially affect our business, financial condition or results of operations.

There has been no material change in our risk factors disclosed in our ~~2020~~2021 Annual Report.

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

~~The Company~~We did not make any unregistered sales of equity securities during the ~~second~~first quarter of ~~2021.~~2022.

A summary of the Company’s stock repurchase activity for the ~~second~~first quarter of ~~2021~~2022 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)

April 1 – April 30, 2021
32,804 $ 44.43 (4) 32,804 $ 90,227,831
May 1 – May 31, 2021
28,039 43.99 (5) 28,039 88,993,435
June 1 – June 30, 2021
38,132 40.10 (6) 38,132 87,463,235
Total
98,975 98,975
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, 2022
86,995 $ 54.81 (4) 86,995 $ 90,299,682
February 1 – February 28, 2022
89,495 49.42 (5) 89,495 85,874,538
March 1 – March 31, 2022
119,939 50.99 (6) 119,939 79,755,289
Total
296,429 296,429

(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 ~~December 8, 2020,~~November 30, 2021, we announced the approval of a new stock repurchase program, effective December 2, 2021, authorizing management to repurchase, from time to time, up to an aggregate of $100.0 million of our shares of Class A Common Stock and/or Class B Common Stock.
(4)
Represents ~~32,804~~47,479 shares of Class A Common Stock at an average price paid per share of $55.39 and 39,516 shares of Class B Common Stock at an average price paid per share of ~~$44.43.~~$54.11.
(5)
Represents ~~28,039~~65,836 shares of Class A Common Stock at an average price paid per share of $50.01 and 23,659 shares of Class B Common Stock at an average price paid per share of ~~$43.99.~~$47.78.
(6)
Represents ~~38,132~~78,868 shares of Class A Common Stock at an average price paid per share of $51.99 and 41,071 shares of Class B Common Stock at an average price paid per share of ~~$40.10.~~$49.06.
29

~~Table of Contents~~

ITEM 3. Defaults Upon Senior Securities.

Not Applicable

ITEM 4. Mine Safety Disclosures.

Not Applicable

26
Table of Contents
ITEM 5. Other Information.

Not Applicable

ITEM 6. ~~Exhibits~~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)
3.3
First Amendment to Amended and Restated Bylaws of Rush Enterprises, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed May 24, 2021)
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 – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document
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Inline XBRL Taxonomy Extension Schema Document.
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Inline XBRL Taxonomy Extension Calculation Linkbase Document.
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104
Cover Page Interactive Data File ~~(formatted as~~(embedded within the Inline XBRL 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.
+
Management contract or compensatory plan or arrangement.

3027
Table of Contents

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, 2022
By:
/S/ W.M. “RUSTY” RUSH
W.M. “Rusty” Rush
President, Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)

~~Date:         August 6, 2021~~
~~By:~~
~~/S/~~ ~~W.M. “RUSTY” RUSH~~
~~W.M. “Rusty” Rush~~
~~President, Chief Executive Officer and~~
~~Chairman of the Board~~
~~(Principal Executive Officer)~~
Date:         ~~August 6, 2021~~
May 10, 2022
By:
/S/ STEVEN L. KELLER
Steven L. Keller
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

3128

Balance as of December 31, 2020	$	869
Foreign currency translation adjustment		255
Balance as of March 31, 2021	$	1,124
Foreign currency translation adjustment		312
Balance as of June 30, 2021	$	1,436

Goodwill	$	73,710
Franchise rights		1,581
Inventory		76,078
Property and equipment, including real estate		113,161
Customer deposits		(3,359	)
Other		1,156

Total	$	262,327

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2021			2020			2021			2020			2022			2021
Revenue

New and used commercial vehicle sales		60.6	%		55.8	%		60.6	%		58.9	%		59.9	%		60.7	%
Aftermarket products and services sales		33.8			37.7			33.8			35.2
Lease and rental sales		4.7			5.7			4.7			5.2
Parts and service sales														34.7			33.8
Lease and rental														4.6			4.7
Finance and insurance		0.6			0.5			0.6			0.4			0.5			0.5
Other		0.3			0.3			0.3			0.3			0.3			0.3
Total revenues		100.0			100.0			100.0			100.0			100.0			100.0
Cost of products sold		79.4			80.8			79.8			81.4			77.9			80.1
Gross profit	20.6			19.2			20.2				18.6			22.1			19.9
Selling, general and administrative		14.0			15.6			14.1			14.9			14.4			14.2
Depreciation and amortization		1.0			1.4			1.1			1.3			0.8			1.1
Gain (loss) on sale of assets		0.0			0.1			0.0			0.1
Gain on sale of assets														0.0			0.0
Operating income		5.6			2.3			5.0			2.5			6.8			4.6
Other income		0.0			0.2			0.1			0.1			0.9			0.0
Interest (income) expense, net		0.0			0.2			0.0			0.3
Interest expense, net														0.1			0.0
Income before income taxes		5.6			2.3			5.1			2.3			7.7			4.6
Provision for income taxes		1.2			0.5			1.1			0.6			1.8			0.9
Net income		4.4	%		1.7	%		4.0	%		1.7	%		5.9	%		3.7	%

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)
April 1 – April 30, 2021		32,804	$	44.43	(4)		32,804	$	90,227,831
May 1 – May 31, 2021		28,039		43.99	(5)		28,039		88,993,435
June 1 – June 30, 2021		38,132		40.10	(6)		38,132		87,463,235
Total		98,975					98,975

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, 2022		86,995	$	54.81	(4)		86,995	$	90,299,682
February 1 – February 28, 2022		89,495		49.42	(5)		89,495		85,874,538
March 1 – March 31, 2022		119,939		50.99	(6)		119,939		79,755,289
Total		296,429					296,429

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)
3.3		First Amendment to Amended and Restated Bylaws of Rush Enterprises, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed May 24, 2021)
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.
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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~~(embedded within the Inline XBRL and contained in Exhibit 101)

	RUSH ENTERPRISES, INC.


Date: May 10, 2022	By:	/S/ W.M. “RUSTY” RUSH
		W.M. “Rusty” Rush President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

~~Date: August 6, 2021~~	~~By:~~	~~/S/~~ ~~W.M. “RUSTY” RUSH~~
		~~W.M. “Rusty” Rush~~
		~~President, Chief Executive Officer and~~
		~~Chairman of the Board~~
		~~(Principal Executive Officer)~~

Date: ~~August 6, 2021~~ May 10, 2022	By:	/S/ STEVEN L. KELLER
		Steven L. Keller
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)