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RUSHA Rush Enterprises

Filed: 7 May 21, 1:30pm
 

 

Table of Contents

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 March 31, 2021

 

OR

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  (I.R.S. Employer Identification No.)
incorporation or organization)  

           

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 ☐

 

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 ☐

 

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 ☑

 

Indicated below is the number of shares outstanding of each of the issuer’s classes of common stock, as of April 30, 2021.

 

Title of Class 

Number of Shares

Outstanding

Class A Common Stock, $.01 Par Value 42,946,092
Class B Common Stock, $.01 Par Value 12,630,339

 

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

 

 

 

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

 

INDEX

 

 

 

PART I. FINANCIAL INFORMATIONPage
    
 Item 1.Financial Statements 
    
  Consolidated Balance Sheets - March 31, 2021 (unaudited) and December 31, 20203
    
  Consolidated Statements of Income and Comprehensive Income - For the Three Months Ended March 31, 2021 and 2020 (unaudited)4
    
  Consolidated Statements of Shareholders’ Equity – For the Three Months Ended March 31, 2021 and 2020 (unaudited)5
    
  Consolidated Statements of Cash Flows - For the Three Months Ended March 31, 2021 and 2020 (unaudited)6
    
  Notes to Consolidated Financial Statements (unaudited)7
    
 Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations13
    
 Item 3.Quantitative and Qualitative Disclosures About Market Risk25
    
 Item 4.Controls and Procedures25
    
    
    
    
PART II. OTHER INFORMATION 
    
 Item 1.Legal Proceedings26
    
 Item 1A.Risk Factors26
    
 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds26
    
 Item 3.Defaults Upon Senior Securities26
    
 Item 4.Mine Safety Disclosures26
    
 Item 5.Other Information26
    
 Item 6.Exhibits27
    
SIGNATURES28

 

 

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

 

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Shares and Per Share Amounts)

 

  

March 31,

  

December 31,

 
  

2021

  

2020

 
  

(unaudited)

     

Assets

        

Current assets:

        

Cash and cash equivalents

 $316,070  $312,048 

Accounts receivable, net

  187,171   172,481 

Inventories, net

  877,876   858,291 

Prepaid expenses and other

  15,635   14,906 

Total current assets

  1,396,752   1,357,726 

Property and equipment, net

  1,183,437   1,203,719 

Operating lease right-of-use assets, net

  64,512   60,577 

Goodwill, net

  292,142   292,142 

Other assets, net

  71,580   71,229 

Total assets

 $3,008,423  $2,985,393 
         

Liabilities and shareholders equity

        

Current liabilities:

        

Floor plan notes payable

 $550,304  $511,786 

Current maturities of long-term debt

  135,523   141,672 

Current maturities of finance lease obligations

  26,448   26,373 

Current maturities of operating lease obligations

  10,329   10,196 

Trade accounts payable

  136,329   110,728 

Customer deposits

  42,966   74,209 

Accrued expenses

  126,407   151,830 

Total current liabilities

  1,028,306   1,026,794 

Long-term debt, net of current maturities

  369,587   387,982 

Finance lease obligations, net of current maturities

  93,584   90,740 

Operating lease obligations, net of current maturities

  55,229   51,155 

Other long-term liabilities

  34,424   34,246 

Deferred income taxes, net

  118,064   126,439 

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; 42,885,268 Class A shares and 12,659,918 Class B shares outstanding in 2021; and 42,503,925 Class A shares and 12,470,308 Class B shares outstanding in 2020

  558   551 

Additional paid-in capital

  449,790   437,646 

Treasury stock, at cost: 12,999 Class A shares and 228,849 Class B shares in 2021; and 10,335 Class A shares and 73,437 Class B shares in 2020

  (9,362)  (2,879)

Retained earnings

  867,119   831,850 

Accumulated other comprehensive income

  1,124   869 

Total shareholders’ equity

  1,309,229   1,268,037 

Total liabilities and shareholders equity

 $3,008,423  $2,985,393 

 

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

 

 

 

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In Thousands, Except Per Share Amounts)

(Unaudited)

 

  

Three Months Ended

March 31,

 
  

2021

  

2020

 
         

Revenues

        

New and used commercial vehicle sales

 $747,719  $789,554 

Aftermarket products and services sales

  415,737   427,978 

Lease and rental

  58,227   60,781 

Finance and insurance

  6,465   4,467 

Other

  3,658   3,883 

Total revenue

  1,231,806   1,286,663 

Cost of products sold

        

New and used commercial vehicle sales

  677,092   728,539 

Aftermarket products and services sales

  261,842   271,415 

Lease and rental

  48,058   52,208 

Total cost of products sold

  986,992   1,052,162 

Gross profit

  244,814   234,501 

Selling, general and administrative expense

  174,955   185,074 

Depreciation and amortization expense

  13,726   14,330 

Gain on sale of assets

  92   100 

Operating income

  56,225   35,197 

Other income

  919   1,241 

Interest expense, net

  507   4,769 

Income before taxes

  56,637   31,669 

Income tax provision

  11,304   8,562 

Net income

 $45,333  $23,107 
         

Earnings per common share:

        

Basic

 $0.82  $0.42 

Diluted

 $0.79  $0.41 
         

Weighted average shares outstanding:

        

Basic

  55,567   54,727 

Diluted

  57,734   55,989 
         

Dividends declared per common share

 $0.18  $0.09 
         

Comprehensive income

 $45,588  $21,177 

 

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

 

 

 

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In Thousands)

(Unaudited)

 

  

Common Stock

                  

Accumulated

     
  

Shares

  

$0.01

  

Additional

  

 

  

 

  

Other

     
  

Outstanding

  

Par

  

Paid-In

  

Treasury

  Retained  

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                 (7,684)     (7,684)
Dividend Class B common stock                 (2,380)     (2,380)
Other comprehensive income        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

  

$0.01

  

Additional

  

 

  

 

  

Other

     
  

Outstanding

  

Par

  

Paid-In

  

Treasury

  Retained  

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 (loss)        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 

 

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

 

 

 

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

 

  

Three Months Ended

 
  

March 31,

 
  

2021

  

2020

 

Cash flows from operating activities:

        

Net income

 $45,333  $23,107 

Adjustments to reconcile net income to net cash provided by operating activities-

        

Depreciation and amortization

  42,601   45,192 

Gain on sale of property and equipment, net

  (92)  (100)

Stock-based compensation expense related to employee stock options and employee stock purchases

  11,520   8,553 

Provision for deferred income tax expense

  (8,375)  (7,160)

Change in accounts receivable, net

  (14,690)  (30,893)

Change in inventories

  (1,797)  153,569 

Change in prepaid expenses and other, net

  (729)  6,002 

Change in trade accounts payable

  23,903   (11,673)

Payments on floor plan notes payable – trade, net

     (15,077)

Change in customer deposits

  (31,243)  (16,701)

Change in accrued expenses

  (25,495)  (15,257)

Other, net

  (795)  (747)

Net cash provided by operating activities

  40,141   138,815 
         

Cash flows from investing activities:

        

Acquisition of property and equipment

  (32,933)  (49,489)

Proceeds from the sale of property and equipment

  136   172 

Other

  638   1,984 

Net cash used in investing activities

  (32,159)  (47,333)
         

Cash flows from financing activities:

        

Draws (payments) on floor plan notes payable – non-trade, net

  38,518   (92,579)

Proceeds from long-term debt

  20,125   28,226 

Principal payments on long-term debt

  (44,669)  (45,450)

Principal payments on finance lease obligations

  (2,090)  (2,012)

Proceeds from issuance of shares relating to employee stock options and employee stock purchases

  631   909 

Payments of cash dividends

  (9,914)  (4,754)

Common stock repurchased

  (6,561)  (19,902)

Net cash used in financing activities

  (3,960)  (135,562)

Net increase (decrease) in cash and cash equivalents

  4,022   (44,080)

Cash and cash equivalents, beginning of period

  312,048   181,620 
         

Cash and cash equivalents, end of period

 $316,070  $137,540 
         

Supplemental disclosure of cash flow information:

        

Cash paid during the period for:

        

Interest

 $7,262  $12,556 

Income taxes paid (refunded), net

 $27,552  $(2)

Noncash investing and financing activities:

        

Assets acquired under finance leases

 $10,368  $12,673 

 

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

 

 

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. 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. 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 March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of 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 that the adoption of the provisions from this standard will have on its Consolidated Financial Statements.

 

 

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 March 31, 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.

 

7

 

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 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 March 31, 2021, 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 March 31, 2021 and $5.2 million as of December 31, 2020, and is included in the investment in RTC Canada. As of March 31, 2021, the Company’s investment in RTC Canada is $33.2 million. The Company’s equity income in RTC Canada is included in Other income on the Consolidated Statements of Income.

 

ERP Platform

 

The total capitalized costs of the Company’s SAP enterprise resource planning software platform (the “ERP Platform”) of $6.5 million are recorded on the Consolidated Balance Sheet in Other Assets. Amortization expense relating to the ERP Platform, which is recognized in depreciation and amortization expense in the Consolidated Statements of Income and Comprehensive Income, was $0.5 million for the three months ended March 31, 2021 and $0.5 million for the three months ended March 31, 2020. The Company estimates that amortization expense relating to the ERP Platform will be approximately $1.5 million in 2021 and $1.2 million per year for the next four years.

 

 

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 Company believes that there are no claims or litigation pending, the outcome of which could have a material adverse effect on its financial position or results of operations. However, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations for the fiscal period in which such resolution occurred.

 

 

 

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

March 31,

 
  

2021

  

2020

 

Numerator:

        

Numerator for basic and diluted earnings per share – Net income available to common shareholders

 $45,333  $23,107 

Denominator:

        

Denominator for basic earnings per share – weighted average shares outstanding

  55,567   54,727 

Effect of dilutive securities–

        

Employee and director stock options and restricted share awards

  2,167   1,262 

Denominator for diluted earnings per share – adjusted weighted average shares outstanding and assumed conversions

  57,734   55,989 

Basic earnings per common share

 $0.82  $0.42 

Diluted earnings per common share and common share equivalents

 $0.79  $0.41 

 

Options to purchase shares of common stock that were outstanding for the three months ended March 31, 2021 and 2020 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):

 

  

March 31,

2021

  

March 31,

2020

 

Weighted average anti-dilutive options

  131   1,792 

 

 

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 $11.5 million for the three months ended March 31, 2021, and $8.6 million for the three months ended March 31, 2020.

 

As of March 31, 2021, the Company had $12.3 million of unrecognized compensation cost related to non-vested employee stock options to be recognized over a weighted-average period of 2.6 years and $14.6 million of unrecognized compensation cost related to non-vested restricted stock awards to be recognized over a weighted-average period of 1.7 years.

 

 

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 March 31, 2021, and December 31, 2020. The carrying value of current assets and current liabilities approximates the fair value due to the short maturity of these items.

 

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 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 1 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 3 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 March 31, 2021 and 2020 (in thousands):

 

  

Truck

Segment

  

All Other

  

Totals

 
             

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 (loss)

  55,950   275   56,225 

Segment income (loss) before taxes

  56,432   205   56,637 

Segment assets

  2,958,832   49,591   3,008,423 
             

As of and for the three months ended March 31, 2020

            

Revenues from external customers

 $1,283,379  $3,284  $1,286,663 

Segment operating income (loss)

  35,451   (254)  35,197 

Segment income (loss) before taxes

  31,993   (324)  31,669 

Segment assets

  3,203,704   38,954   3,242,658 

 

 

8 Income Taxes

 

The Company had unrecognized income tax benefits totaling $3.3 million as a component of accrued liabilities as of March 31, 2021 and December 31, 2020, 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 accrued for the payment of interest as of March 31, 2021 and December 31, 2020. 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 March 31, 2021, the tax years ended December 31, 2017 through 2020 remained subject to audit by federal tax authorities, and the tax years ended December 31, 2016 through 2020, remained subject to audit by state tax authorities.

 

The effective tax rate of 20% for the three months ended March 31, 2021 is lower than the statutory federal rate of 21% primarily due to the tax benefit related to the gain associated with the vesting and exercise of equity awards granted through the Company’s long-term incentive plan.

 

 

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 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.  

 

10

 

The following table summarizes the Company’s disaggregated revenue by revenue source for the three months ended March 31, 2021 and 2020 (in thousands):

 

  

Three Months

Ended

March 31, 2021

  

Three Months

Ended

March 31, 2020

 

Commercial vehicle sales revenue

 $747,719  $789,554 

Parts revenue

  240,436   236,597 

Commercial vehicle repair service revenue

  175,301   191,381 

Finance revenue

  3,904   2,355 

Insurance revenue

  2,561   2,112 

Other revenue

  3,658   3,883 

Total

 $1,173,579  $1,225,882 

 

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 March 31, 2021. Revenues related to commercial vehicle sales, parts sales, commercial vehicle repair service, finance and the majority of other revenues are related to the Truck Segment.

 

 

10 Leases

 

Lease of Vehicles as Lessor

 

The Company 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 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 as of March 31, 2021, in the amount of $5.2 million and as of December 31, 2020, in the amount of $5.6 million is reflected in Other Assets on the Consolidated Balance Sheet.

 

Rental and lease income during the three months ended March 31, 2021 and March 31, 2020 consisted of the following (in thousands):

 

  

Three Months

Ended

March 31, 2021

  

Three Months

Ended

March 31, 2020

 

Minimum rental payments

 $50,705  $53,172 

Nonlease payments

  7,522   7,609 

Total

 $58,227  $60,781 

 

 

11 Accumulated Other Comprehensive Income

 

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

 

Balance as of December 31, 2020

 $869 

Foreign currency translation adjustment

  255 

Balance as of March 31, 2021

 $1,124 

 

The equity method investment in RTC Canada was valued using the exchange rate of one US Dollar to 1.2562 Canadian dollars as of March 31, 2021. 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 326, the Company is required to remeasure expected credit losses for financial instruments held on the reporting date based on historical experience, current conditions and 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 Three

Months Ended

March 31,

2021

  

Write offs

Against

Allowance, net

of Recoveries

  

Balance

March 31,

2021

 
                 

Commercial vehicle receivables

 $172  $5  $  $177 

Manufacturers’ receivables

  136   266   (256)  146 

Leasing, parts and service receivables

  1,278   181   (377)  1,082 

Other receivables

  19   2   (3)  18 

Total

 $1,605  $454  $(636) $1,423 

 

 

 

ITEM 2. Managements 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 Companys 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 Companys 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 Companys management as well as assumptions made by and information currently available to the Companys 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 Companys Annual Report on Form 10-K for the year ended December 31, 2020, 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 Companys 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® is a registered trademark of SAP Aktiengesellschaft. This report contains additional trade names or trademarks of other companies. Our use of such trade names or trademarks should not imply any endorsement or relationship with 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 Rush Truck Centers in 22 states.

 

Our business strategy consists of providing solutions to the commercial vehicle industry through our network of commercial vehicle dealerships. We offer an integrated approach to meeting customer needs by providing service, parts and collision repairs in addition to new and used commercial vehicle sales and leasing, plus financial services, vehicle upfitting, CNG fuel systems and vehicle telematics products. We intend to continue to implement our business strategy, reinforce customer loyalty and remain a market leader by continuing to develop our Rush Truck Centers as we expand our product offerings and extend our dealership network through strategic acquisitions of new locations and opening new dealerships to enable us to better serve our customers.

 

 

Stock Split

 

On September 15, 2020, our Board 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.

 

The COVID-19 Pandemic and Its Impact on Our Business

 

Our dealership network has remained operational since the beginning of the COVID-19 pandemic. Despite our dealerships remaining open, the COVID-19 pandemic had a significant negative impact on our revenues for 2020. While the COVID-19 pandemic is not over, business conditions have improved significantly. We expect the general economic recovery to continue as more states fully re-open and businesses return to operating at full or close-to-full capacity. Based on current market conditions and the steps we have taken to reduce expenses, we believe the worst of the pandemic’s effect on our business is behind us.

 

Commercial Vehicle Sales

 

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 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. We believe that the investments we have made over the years in 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 that serve 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.

 

Liquidity

 

As of March 31, 2021, our total net liquidity was approximately $421.6 million, including $316.1 million in cash and $105.5 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. Research”), a commercial vehicle industry data and forecasting service provider, currently forecasts new U.S. Class 8 retail truck sales to be 248,400 units in 2021, which would represent a 26.9% increase compared to 2020.   We expect our market share of new Class 8 truck sales to range between 5.5% and 6.0% in 2021. This market share percentage would result in the sale of approximately 13,600 to 14,900 of new Class 8 trucks in 2021, based on A.C.T. Research’s current U.S. retail sales estimate of 248,400 units.

 

With respect to new U.S. Class 4-7 retail commercial vehicle sales, A.C.T. Research currently forecasts sales to be 251,500 units in 2021, which would represent an 8.4% increase compared to 2020.  We expect our market share of new Class 4 through 7 commercial vehicle sales to range between 4.3% and 5.0% in 2021. This market share percentage would result in the sale of approximately 10,800 to 12,500 of new Class 4 through 7 commercial vehicles in 2021, based on A.C.T. Research’s current U.S. retail sales estimates of 251,500 units.

 

 

We expect to sell approximately 1,600 light-duty vehicles and approximately 7,000 to 7,500 used commercial vehicles in 2021. We expect lease and rental revenue to increase 6% to 9% during 2021, compared to 2020.

 

Although our Aftermarket Products and Services revenues were down slightly compared to the first quarter of 2020, they improved over the fourth quarter of 2020, and we expect to see gradual improvement as the year progresses.  While parts supply chain constraints are expected to impact the industry over the next two quarters, we do not believe these constraints will have a significant overall effect on our Aftermarket Products and Services revenues for 2021. We continue to make progress on our strategic initiatives to increase our Aftermarket Products and Services revenues. We believe our Aftermarket Products and Services revenues will increase 8% to 10% in 2021, compared to 2020.

 

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.

 

We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we used to test for impairment losses on goodwill. However, if actual results are not consistent with our estimates or assumptions, or certain events occur that might adversely affect the reported value of goodwill in the future, we may be exposed to an impairment charge that could be material.

 

Goodwill was tested for impairment during the fourth quarter of 2020 and no impairment was required. The fair value of our reporting unit exceeded the carrying value of its net assets. As a result, we were not required to conduct the second step of the impairment test. We do not believe our reporting unit is at risk of failing step one of the impairment test.

 

 

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.

 

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

 

Revenue Recognition

 

Effective January 1, 2018, we adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” using the modified retrospective transition method.  This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments.  Under Topic 606, we recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services.  To determine revenue recognition for arrangements that we determine are within the scope of Topic 606, we perform the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation.  We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer.  At contract inception, once the contract is determined to be within the scope of Topic 606, we assess the goods or services promised within each contract and determine those that are performance obligations. We then assess whether each promised good or service is distinct and recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.  

 

 

Leases

 

We lease commercial vehicles and real estate under finance and operating leases. We determine whether an arrangement is a lease at its inception. For leases with terms greater than twelve months, we record a lease asset and liability at the present value of lease payments over the term. Many of our leases include renewal options and termination options that are factored into our determination of lease payments when appropriate.

 

When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.

 

We lease commercial vehicles that we own to customers. Lease and rental revenue is recognized over the period of the related lease or rental agreement. Variable rental revenue is recognized when it is earned.

 

Allowance for Credit Losses

 

All trade receivables are reported on the consolidated balance sheet at their cost basis adjusted for any write-offs and net of allowances for credit losses. 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 economic risk where appropriate. Determination of the proper amount of allowances by portfolio requires management to exercise judgment about the timing, frequency and severity of credit losses that could materially affect the provision for credit losses and, as a result, net earnings. The allowances take into consideration numerous quantitative and qualitative factors that include receivable type, historical loss experience, collection experience, current economic conditions, estimates for supportable forecasts (when appropriate) and credit risk characteristics.

 

Stock Split

 

On September 15, 2020, our Board 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.

 

 

Results of Operations

 

The following discussion and analysis includes our historical results of operations for the three months ended March 31, 2021 and 2020.

 

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

 

  

Three Months Ended

March 31,

 
  

2021

  

2020

 
         

New and used commercial vehicle sales

  60.7

%

  61.4

%

Parts and service sales

  33.8   33.3 

Lease and rental

  4.7   4.7 

Finance and insurance

  0.5   0.3 

Other

  0.3   0.3 

Total revenues

  100.0   100.0 

Cost of products sold

  80.1   81.8 

Gross profit

 

19.9

   18.2 

Selling, general and administrative

  14.2   14.4 

Depreciation and amortization

  1.1   1.1 

Gain (loss) on sale of assets

  0.0   0.0 

Operating income

  4.6   2.7 

Other income

  0.0   0.0 

Equity in earnings of unconsolidated entities

  0.0   0.1 

Interest expense, net

  0.0   0.3 

Income before income taxes

  4.6   2.5 

Provision for income taxes

  0.9   0.7 

Net income

  3.7

%

  1.8

%

 

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

 

  

Three Months Ended

March 31,

 
  

2021

  

2020

 

Gross Profit:

        

New and used commercial vehicle sales

  28.9

%

  26.0

%

Parts and service sales

  62.9   66.8 

Lease and rental

  4.1   3.7 

Finance and insurance

  2.6   1.9 

Other

  1.5   1.6 

Total gross profit

  100.0

%

  100.0

%

 

 

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

 

  

Three Months Ended

March 31,

     
  

2021

  

2020

  

%

Change

 

Vehicle unit sales:

            

New heavy-duty vehicles

  2,995   3,078   -2.7%

New medium-duty vehicles

  2,334   3,264   -28.5%

New light-duty vehicles

  395   267   47.9%

Total new vehicle unit sales

  5,724   6,609   -13.4%
             

Used vehicles

  1,924   1,558   23.5%
             

Vehicle revenues:

            

New heavy-duty vehicles

 $450.0  $470.8   -4.4%

New medium-duty vehicles

  188.2   244.0   -22.9%

New light-duty vehicles

  18.4   11.5   60.0%

Total new vehicle revenue

 $656.6  $726.3   -9.6%
             

Used vehicle revenue

 $88.3  $59.7   47.9%
             

Other vehicle revenues:(1)

 $2.8  $3.6   -22.2%
             

Dealership absorption ratio:

  122.6%  114.3%  7.3%

 

(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 122.6% absorption ratio for the first quarter of 2021 and a 114.3% absorption ratio for the first quarter of 2020.

 

Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020

 

Revenues

 

Total revenues decreased $54.9 million, or 4.3%, in the first quarter of 2021, compared to the first quarter of 2020.

 

Our Aftermarket Products and Services revenues decreased $12.2 million, or 2.9%, in the first quarter of 2021, compared to the first quarter of 2020. Although Aftermarket Products and Services revenues were down slightly compared to the first quarter of 2020, they were up 5.3% compared to the fourth quarter of 2020. The increase over the fourth quarter of 2020 is primarily due to the overall economic recovery in the U.S. and continued increase in activity from the industries that we serve.

 

Revenues from sales of new and used commercial vehicles decreased $41.8 million, or 5.3%, in the first quarter of 2021, compared to the first quarter of 2020.

 

We sold 2,995 new Class 8 trucks in the first quarter of 2021, a 2.7% decrease compared to 3,078 new Class 8 trucks in the first quarter of 2020. This was primarily due to the timing of certain large fleet deliveries in the first quarter of 2020.

 

We sold 2,334 new Class 4 through 7 commercial vehicles, including 140 buses, in the first quarter of 2021, a 28.5% decrease compared to 3,264 new medium-duty commercial vehicles, including 216 buses, in the first quarter of 2020. Our first quarter 2021 Class 4 through 7 commercial vehicle sales were down primarily due to decreased activity from our lease and rental and food service customers and production shutdowns from some of the manufacturers we represent related to component supply issues.

 

 

We sold 395 new light-duty vehicles in the first quarter of 2021, a 47.9% increase compared to 267 new light-duty vehicles in the first quarter of 2020.

 

We sold 1,924 used commercial vehicles in the first quarter of 2021, a 23.5% increase compared to 1,558 used commercial vehicles in the first quarter of 2020. The increase in used truck sales in the first quarter of 2021 was primarily due to increased demand for used trucks in light of the supply constraints on new commercial vehicle production. We believe overall used truck values and demand will remain strong through 2021.

 

Commercial vehicle lease and rental revenues decreased $2.6 million, or 4.2%, in the first quarter of 2021, compared to the first quarter of 2020. The decrease is primarily due to the reduction in the rental fleet compared to the first quarter of 2020.

 

Finance and insurance revenues increased $2.0 million, or 44.7%, in the first quarter of 2021, compared to the first quarter 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 quarter of 2021. Finance and insurance revenues have limited direct costs and, therefore, contribute a disproportionate share of our operating profits.

 

Other income decreased $0.2 million, or 5.8%, in the first quarter of 2021, compared to the first quarter of 2020. Other income consists primarily of document fees related to commercial vehicle sales.

 

Gross Profit

 

Gross profit increased $10.3 million, or 4.4%, in the first quarter of 2021, compared to the first quarter of 2020. Gross profit as a percentage of sales increased to 19.9% in the first quarter of 2021, from 18.2% in the first quarter of 2020. This increase in gross profit as a percentage of sales is a result of increased gross margins related to used commercial vehicle sales and a change in our overall product sales mix. Commercial vehicle sales, a lower margin revenue item, decreased as a percentage of total revenues to 60.7% in 2021, from 61.4% in 2020. Aftermarket Products and Services revenues, a higher margin revenue item, increased as a percentage of total revenues to 33.8% in 2021, from 33.3% in 2020.

 

Gross margins from our Aftermarket Products and Services operations increased to 37.0% in the first quarter of 2021, compared to 36.6% in the first quarter of 2020. Gross profit from our Aftermarket Products and Services operations decreased to $153.9 million in the first quarter of 2021, from $156.6 million in the first quarter of 2020. Historically, gross margins on parts sales range from 27% to 28% and gross margins on service and collision center operations range from 67% to 68%. Gross profits from parts sales represented 59.5% of total gross profit for Aftermarket Products and Services operations in the first quarter of 2021 and 58.8% in the first quarter of 2020. Service and collision center operations represented 40.5% of total gross profit for Aftermarket Products and Services operations in the first quarter of 2021 and 41.2% in the first quarter of 2020. We expect blended gross margins on Aftermarket Products and Services operations to range from 36.5% to 37.5% in 2021.

 

Gross margins on new Class 8 truck sales were 8.9% in the first quarter of 2021 and in the first quarter of 2020. In 2021, we expect overall gross margins from new heavy-duty truck sales of approximately 7.5% to 8.5%.

 

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

 

Gross margins on used commercial vehicle sales increased to 18.1% in the first quarter of 2021, from 5.7% in the first quarter of 2020. This increase in margins in the first quarter of 2021 was primarily due to the increase in used truck values due to the 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 COVID-19 pandemic and write-downs of used truck inventory to appropriately value our inventory for market conditions caused by the oversupply of used trucks in the U.S. used truck market. We expect margins on used commercial vehicles to be approximately 10% to 14% in 2021.

                  

Gross margins from truck lease and rental sales increased to 18.4% in the first quarter of 2021, from 14.1% in the first quarter of 2020. This increase is primarily related to increased rental fleet utilization. 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 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 decreased $10.1 million, or 5.5%, in the first quarter of 2021, compared to the first quarter of 2020. This decrease resulted from expense reductions necessitated by the COVID-19 pandemic and decreased selling expense, compared to 2020. SG&A expenses as a percentage of total revenues decreased to 14.2% in the first quarter of 2021, from 14.4% in the first quarter of 2020. Annual SG&A expenses as a percentage of total revenues have ranged from 12.4% to 14.0% over the last five years. For 2021, 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 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 $0.6 million, or 4.2%, in the first quarter of 2021, compared to the first quarter of 2020.

 

Interest Expense, Net

 

Net interest expense decreased $4.3 million, or 89.4%, in the first quarter of 2021, compared to the first quarter of 2020. This decrease in interest expense is a result of the decrease in inventory levels and lower floor plan interest rates in 2021, compared to 2020. We expect net interest expense in 2021 to decrease compared to 2020, but the amount of the decrease will depend on inventory levels, interest rate fluctuations and the amount of cash available to make prepayments on our floor plan arrangements.

 

Income before Income Taxes

 

As a result of the factors described above, income from continuing operations before income taxes increased $25.0 million, or 78.8%, in the first quarter of 2021, compared to the first quarter of 2020.

 

Income Taxes

 

Income taxes increased $2.7 million, or 32.0%, in the first quarter of 2021, compared to the first quarter of 2020. We provided for taxes at a 20.0% effective rate in the first quarter of 2021 and 28.0% in the first quarter of 2020. The tax rate in the first quarter of 2021 was primarily impacted by the tax benefit related to the gain associated with vesting and exercise of equity awards granted through our long-term incentive plan. We expect our effective tax rate to be approximately 23.0% to 25.0% of pretax income in 2021.

 

Liquidity and Capital Resources

 

Our short-term cash requirements are primarily for working capital, inventory financing, the renovation and expansion of existing facilities and the construction or purchase of new facilities. Historically, these cash requirements have been met through the retention of profits, borrowings under our floor plan arrangements and bank financings. As of March 31, 2021, we had working capital of approximately $368.4 million, including $316.1 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 (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.

 

We have a secured line of credit that provides for a maximum borrowing of $17.5 million. There were no advances outstanding under this secured line of credit on March 31, 2021, however, $12.0 million was pledged to secure various letters of credit related to self-insurance products, leaving $5.5 million available for future borrowings as of March 31, 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 March 31, 2021.

 

Our long-term debt, floor plan financing agreements and the Working Capital Facility require us to satisfy various financial ratios such as the debt-to-worth ratio, leverage ratio and the fixed charge coverage ratio and certain requirements for tangible net worth and Generally Accepted Accounting Principles (“GAAP”) net worth. As of March 31, 2021, we were in compliance with all debt covenants related to debt secured by real estate, lease and rental units, our floor plan credit agreements and the Working Capital Facility. We do not anticipate any breach of the covenants in the foreseeable future.

 

We expect to purchase or lease commercial vehicles worth approximately $150.0 million to $180.0 million for our leasing operations during 2021, depending on customer demand, all of which will be financed. We also expect to make capital expenditures for recurring items such as computers, shop tools and equipment and vehicles of approximately $30.0 million to $35.0 million during 2021.

 

During the first quarter of 2021, we paid a cash dividend of $9.9 million. Additionally, on April 21, 2021, our Board of Directors declared a cash dividend of $0.18 per share of Class A and Class B Common Stock, to be paid on June 10, 2021, to all shareholders of record as of May 10, 2021. The total dividend disbursement is estimated at approximately $9.9 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, 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. Repurchases, if any, will be made at times and in amounts as we deem appropriate and may be made through open market transactions at prevailing market prices, privately negotiated transactions or by other means in accordance with federal securities laws. The actual timing, number and value of repurchases under the stock repurchase program will be determined by management at its discretion and will depend on a number of factors, including market conditions, stock price and other factors, including those related to the ownership requirements of our dealership agreements with Peterbilt. As of March 31, 2021, we had repurchased $8.3 million of our shares of common stock under the current stock repurchase program. The current stock repurchase program expires on December 31, 2021, and may be suspended or discontinued at any time.

 

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

 

We have no other material commitments for capital expenditures as of March 31, 2021. 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 $4.0 million during the three months ended March 31, 2021, and decreased by $44.1 million during the three months ended March 31, 2020. The major components of these changes are discussed below.

 

Cash Flows from Operating Activities

 

Cash flows from operating activities include net income adjusted for non-cash items and the effects of changes in working capital. During the first quarter of 2021, operating activities resulted in net cash provided by operations of $40.1 million. Net cash provided by operating activities primarily consisted of $45.3 million in net income, as well as non-cash adjustments related to depreciation and amortization of $42.6 million, deferred income tax benefit of $8.4 million and stock-based compensation of $11.5 million. Cash provided by operating activities included an aggregate of $50.1 million net change in operating assets and liabilities. Included in the net change in operating assets and liabilities was primarily cash outflows of $14.7 million from the increase in accounts receivable, $1.8 million from the increase in inventory, $0.7 million in the increase in other current assets, $1.6 million from the net decrease in accounts payable and accrued liabilities, $31.2 million from the decrease in customer deposits. The majority of our commercial vehicle inventory is financed through our floor plan credit agreements.

 

 

During the first quarter of 2020, operating activities resulted in net cash provided by operations of $138.8 million. Net cash provided by operating activities primarily consisted of $23.1 million in net income, as well as non-cash adjustments related to depreciation and amortization of $45.2 million, deferred income tax benefit of $7.2 million and stock-based compensation of $8.6 million. Cash provided by operating activities included an aggregate of $62.1 million net change in operating assets and liabilities. Included in the net change in operating assets and liabilities were primarily cash inflows of $153.6 million from the decrease in inventory and $6.0 million in the decrease in other current assets, which was offset by $30.9 million from the increase in accounts receivable, $26.9 million from the net decrease in accounts payable and accrued liabilities, $16.7 million from the decrease in customer deposits and $16.7 million from the net decrease in floor plan (trade).

 

Cash Flows from Investing Activities

 

During the first quarter of 2021, cash used in investing activities was $32.2 million. Cash flows used in investing activities consist primarily of cash used for capital expenditures. Capital expenditures of $32.9 million consisted primarily of $8.3 million for purchases of property and equipment and improvements to our existing dealership facilities and $24.6 million for additional units for the rental and leasing operations, which were directly offset by borrowings of long-term debt.

 

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

 

Cash Flows from Financing Activities

 

Cash flows from financing activities include borrowings and repayments of long-term debt and net proceeds of floor plan notes payable, non-trade. During the first quarter of 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, $6.6 million used for the repurchase of our common stock and $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 related to purchasing units for the rental and leasing operations.

 

During the first quarter of 2020, financing activities used $135.6 million in net cash flow. Cash outflows were primarily related to $92.6 million used for net payments floor plan (non-trade), $47.5 million used for principal repayments of long-term debt and capital lease obligations, $19.9 million used for the repurchase of our common stock and $4.8 million used for the payment of cash dividends. These cash outflows were offset by cash inflows related to borrowings of $28.2 million of long-term debt. The borrowings of long-term debt were related to purchasing units for the rental and leasing operations.

 

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 the majority of all new commercial vehicle inventory and the loan value of our used commercial vehicle inventory 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% and are payable monthly. Loans under the Floor Plan Credit Agreement for the purchase of used commercial vehicle inventory are limited to $150.0 million and loans for working capital purposes are limited to $200.0 million. The Floor Plan Credit Agreement expires June 30, 2022, although BMO Harris has the right to terminate at any time upon 360 days written notice and we may terminate at any time, subject to specified limited exceptions. On March 31, 2021, we had approximately $456.6 million outstanding under the Floor Plan Credit Agreement. The average daily outstanding borrowings under the Floor Plan Credit Agreement were $436.5 million during the three months ended March 31, 2021. 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.

 

 

Backlog

 

On March 31, 2021, our backlog of commercial vehicle orders was approximately $1,736.0 million, compared to a backlog of commercial vehicle orders of approximately $1,091.4 million on March 31, 2020. Our backlog is determined quarterly by multiplying the number of new commercial vehicles for each particular type of commercial vehicle ordered by a customer at our Rush Truck Centers by the recent average selling price for that type of commercial vehicle. We include only confirmed orders in our backlog. However, such orders are subject to cancellation. In the event of order cancellation, we have no contractual right to the total revenues reflected in our backlog. The delivery time for a custom-ordered commercial vehicle varies depending on the truck specifications and demand for the particular model ordered. We sell the majority of our new heavy-duty commercial vehicles by customer special order and we sell the majority of our medium- and light-duty commercial vehicles out of inventory. Orders from a number of our major fleet customers are included in our backlog as of March 31, 2021, and we expect to fill the majority of our backlog orders during 2021.

 

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.

 

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.

 

 

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

 

The Environmental Protection Agency (“EPA”) and the National Highway Traffic Safety Administration (“NHTSA”), on behalf of the U.S. Department of Transportation, issued rules associated with reducing greenhouse gas (“GHG”) emissions and improving the fuel efficiency of medium and heavy-duty trucks and buses for model years 2021 through 2027.  We do not believe that these rules will negatively impact our business, however, future legislation or other new regulations that may be adopted to address GHG emissions or fuel efficiency standards may negatively impact our business.  For example, 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 of the states that signed are states where we operate new commercial vehicle dealerships: California, Colorado and North Carolina. 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, 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.

 

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 and discount rates related to finance sales. The majority of floor plan debt and variable rate real estate debt is based on LIBOR. As of March 31, 2021, we had floor plan borrowings of approximately $550.3 million and variable interest rate real estate debt of approximately $39.0 million. Assuming an increase or decrease in LIBOR of 100 basis points, annual interest expense could correspondingly increase or decrease by approximately $5.9 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 March 31, 2021 to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to Company management, including the principal executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

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

 

 

PART II. OTHER INFORMATION

 

ITEM 1. Legal Proceedings.

 

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

 

ITEM 1A. Risk Factors.

 

While we attempt to identify, manage and mitigate risks and uncertainties associated with 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 Annual Report on Form 10-K (the “2020 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 Annual Report.

 

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

 

We did not make any unregistered sales of equity securities during the first quarter of 2021.

 

A summary of the Company’s stock repurchase activity for the first quarter of 2021 is as follows:

 

Period

 

Total

Number of

Shares

Purchased

(1)(2)(3)

  

Average

Price Paid

Per Share

(1)

  

Total Number of

Shares Purchased

as Part of

Publicly

Announced Plans

or Programs (2)

  

Approximate

Dollar Value of

Shares that May

Yet be Purchased

Under the Plans

or Programs (3)

 

January 1 – January 31, 2021

  48,048  $40.48(4)  48,048  $96,222,391 

February 1 – February 28, 2021

  51,296   39.17(5)  51,296   94,211,628 

March 1 – March 31, 2021

  58,732   42.96(6)  58,732   91,686,459 

Total

  158,076       158,076     

 

(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, we announced the approval of 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.

(4)

Represents 48,048 shares of Class B Common Stock at an average price paid per share of $40.48.

(5)

Represents 2,664 shares of Class A Common Stock at an average price paid per share of $39.78 and 48,632 shares of Class B Common Stock at an average price paid per share of $39.14.

(6)

Represents 58,732 shares of Class B Common Stock at an average price paid per share of $42.96.

 

ITEM 3. Defaults Upon Senior Securities.

 

Not Applicable

 

ITEM 4. Mine Safety Disclosures.

 

Not Applicable

 

ITEM 5. Other Information.

 

Not Applicable

 

 

ITEM 6. Exhibits.

 

Exhibit

Number

Exhibit Title         

3.1

Restated Articles of Incorporation of Rush Enterprises, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q (File No. 000-20797) for the quarter ended June 30, 2008)

3.2

Rush Enterprises, Inc. Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed May 21, 2013)

10.1+

First Amendment to Rush Enterprises, Inc. Amended and Restated 2007 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed February 22, 2021)

10.2+

First Amendment to Rush Enterprises, Inc. Amended and Restated Executive Transition Plan (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed February 22, 2021)

10.3+

First Amendment to Rush Enterprises, Inc. Amended and Restated Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed February 22, 2021)

10.4+

Rush Enterprises, Inc. Amended and Restated 2007 Long-Term Incentive Plan Form of Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed February 22, 2021)

10.5+

Rush Enterprises, Inc. Amended and Restated 2007 Long-Term Incentive Plan Form of Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed February 22, 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

101.SCH*

Inline XBRL Taxonomy Extension Schema Document.

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

 

*

Filed herewith

**

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

+

Management contract or compensatory plan or arrangement.

 

 

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 7, 2021

By:

/S/ W.M. “RUSTY” RUSH

 

 

W.M. “Rusty” Rush

 

 

President, Chief Executive Officer and

 

 

Chairman of the Board

 

 

(Principal Executive Officer)

   
   
   

Date:     May 7, 2021

By:

/S/ STEVEN L. KELLER

 

 

Steven L. Keller

 

 

Chief Financial Officer and Treasurer

 

 

(Principal Financial and Accounting Officer)

 

 

28