UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2007

 

Commission file number 0-20797

 

RUSH ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

 

Texas

 

74-1733016

(State or other jurisdiction of incorporation or organization)

 

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

 

555 IH 35 South, New Braunfels, TX

 

78130

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (830) 626-5200

 

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

None

 

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

Class A and Class B Common Stock, $.01 par value

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 

Yes  o   No  x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes  o   No  x 

 

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 x   No  o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

 

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

 

        Large accelerated filer  o   Accelerated filer  x   Non-accelerated filer  o   Smaller Reporting Company  o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes o   No   x

 

The aggregate market value of common stock held by non-affiliates of the registrant as of June 29, 2007 was approximately $481,933,449 based upon the last sales price on June 29, 2007 on The NASDAQ Global Select MarketSM of $14.48 for the registrant’s Class A Common Stock and $13.96 for the registrant’s Class B Common Stock.  Shares of common stock held by each executive officer and director and by each shareholder affiliated with a director or an executive officer have been excluded from this calculation because such persons may be deemed to be affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

The registrant had 26,096,291 shares Class A Common Stock and 12,272,937 shares of Class B Common Stock outstanding on March 11, 2008.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of registrant’s definitive proxy statement for the registrant’s 2008 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than April 30, 2008, are incorporated by reference into Part III of this Form 10-K.

 

 

 



 

RUSH ENTERPRISES, INC.

 

Index to Form 10-K

 

Year ended December 31, 2007

 

 

 

Page No.

 

 

 

 

Part I

 

Item 1

Business

2

Item 1A

Risk Factors

13

Item 1B

Unresolved Staff Comments

17

Item 2

Properties

17

Item 3

Legal Proceedings

17

Item 4

Submission of Matters to a Vote of Security Holders

17

 

 

 

 

Part II

 

 

 

 

Item 5

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

18

Item 6

Selected Financial Data

19

Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

Item 7A

Quantitative and Qualitative Disclosures about Market Risk

35

Item 8

Financial Statements and Supplementary Data

36

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

65

Item 9A

Controls and Procedures

65

Item 9B

Other Information

67

 

 

 

 

Part III

 

 

 

 

Item 10

Directors and Executive Officers of the Registrant

68

Item 11

Executive Compensation

68

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

68

Item 13

Certain Relationships and Related Transactions

68

Item 14

Principal Accountant Fees and Services

68

 

 

 

 

Part IV

 

 

 

 

Item 15

Exhibits and Financial Statement Schedules

69

 



 

NOTE REGARDING FORWARD LOOKING STATEMENTS

 

Certain statements contained in this Form 10-K (or otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the Securities and Exchange Commission, news releases, conferences, website postings or otherwise) that are not statements of historical fact constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended(the “Exchange Act”), notwithstanding that such statements are not specifically identified. Forward-looking statements include statements about the Company’s financial position, business strategy and plans and objectives of management of the Company for future operations.  These forward-looking statements reflect the best judgments of the Company about the future events and trends based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management.  Use of the words “may,” “should,” “continue,” “plan,” “potential,” “anticipate,” “believe,” “estimate,” “expect” and “intend” and words or phrases of similar import, as they relate to the Company or its subsidiaries or Company management, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.  Forward-looking statements reflect the current view of the Company with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those in such statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those set forth under Item 1A—Risk Factors as well as future growth rates and margins for certain of our products and services, future demand for our products and services, competitive factors, general economic conditions, cyclicality, economic conditions in the new and used truck and equipment markets, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein and in the Company’s quarterly and other reports filed with the Securities and Exchange Commission (collectively, “Cautionary Statements”). Although the Company believes that its expectations are reasonable, it can give no assurance that such expectations will prove to be correct. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the applicable Cautionary Statements. All forward-looking statements speak only as the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements.

 

NOTE REGARDING INCORPORATION BY REFERENCE

 

The Securities and Exchange Commission (“SEC”) allows us to disclose important information to you by referring you to other documents we have filed with the SEC. The information we refer to is “incorporated by reference” into this Form 10-K. Please read that information.

 

NOTE REGARDING TRADEMARKS USED IN THIS FORM 10-K

 

Peterbilt® is a registered trademark of Peterbilt Motors Company. PACCAR® is a registered trademark of PACCAR, Inc. GMC® is as registered trademark of General Motors Corporation. Hino® is a registered trademark of Hino Motors, Ltd. UD® is a registered trademark of Nissan Diesel Motor Co., Ltd. Isuzu® is a registered trademark of Isuzu Motors Limited. John Deere® is a registered trademark of Deere & Company. Kenworth® is a registered trademark of PACCAR, Inc. doing business as Kenworth Truck Company. Volvo® is a registered trademark of Volvo Trademark Holding AB. Freightliner® is a registered trademark of Freightliner Corporation. Mack® is a registered trademark of Mack Trucks, Inc. Navistar® is a registered trademark of Navistar International Corporation. Caterpillar® is a registered trademark of Caterpillar, Inc. Cummins® is a registered trademark of Cummins Engine Company, Inc. PacLease® is a registered trademark of PACCAR Leasing Corporation. CitiCapital® is a registered trademark of Citicorp. Ford® is a registered trademark of Ford Motor Company.  Cummins is a registered trademark of Cummins Intellectual Property, Inc.  Eaton is a registered trademark of Eaton Corporation.  Arvin Meritor is a registered trademark of Meritor Technology, Inc.  Case is a registered trademark of Case Corporation.  Komatsu is a registered trademark of Kabushiki Kaisha Komatsu Seisakusho Corporation Japan.  The CIT Group is a registered trademark of CIT Group Holdings, Inc.  JPMorgan Chase is a registered trademark of JP Morgan Chase & Co.

 

1



 

PART I

 

Item 1.  Business

 

                References herein to “the Company,” “Rush Enterprises,” “Rush,” “we,” “our” or “us” mean Rush Enterprises, Inc., a Texas corporation, its subsidiaries and Associated Acceptance, Inc., the insurance agency affiliated with the Company, unless the context requires otherwise.

 

Access to Company Information

 

Rush electronically files annual reports, quarterly reports, and special reports with the SEC. You may read and copy any of the materials that we have filed with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. You may obtain information about the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings are also available to you on the SEC’s website at www.sec.gov.

 

                Rush makes certain of our SEC filings available, free of charge, through our website, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to these reports. These filings are available as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Rush’s website address is www.rushenterprises.com. The information contained on our website, or on other websites linked to our website, is not part of this document.

 

General

 

                Rush Enterprises, Inc. was incorporated in Texas in 1965 and currently consists of two reportable segments: the Truck Segment and the Construction Equipment Segment.  The Company currently conducts business through numerous subsidiaries, all of which are wholly owned, directly or indirectly, by it.  Its principal offices are located at 555 IH 35 South, New Braunfels, Texas 78130.

 

          The Company is a full-service, integrated retailer of premium transportation and construction equipment and related services.  The Company’s Rush Truck Centers sell trucks manufactured by Peterbilt Motors Company (a division of PACCAR, Inc.), GMC, Hino, UD, Ford or Isuzu. The Company also operates a John Deere construction equipment dealership at its Rush Equipment Center in Houston, Texas. Through its strategically located network of Rush Truck Centers and its Rush Equipment Center, the Company provides one-stop service for the needs of its customers, including retail sales of new and used trucks and construction equipment, aftermarket parts sales, service and repair facilities, and financing, leasing and rental, and insurance products.

 

          The Company’s Rush Truck Centers are principally located in high traffic areas throughout the southern United States. Since commencing operations as a Peterbilt heavy-duty truck dealer in 1966, the Company has grown to operate more than 45 Rush Truck Centers in Alabama, Arizona, California, Colorado, Florida, Georgia, New Mexico, Oklahoma, Tennessee and Texas.

 

                Our business strategy consists of providing our customers with competitively priced products supported with timely and reliable service through our integrated dealer network. 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 and Rush Equipment Center as we extend our geographic focus through strategic acquisitions of new locations and expansions of our existing facilities.

 

          Rush Truck Centers.  Our Rush Truck Centers are located in Alabama, Arizona, California, Colorado, Florida, Georgia, New Mexico, Oklahoma, Tennessee and Texas.  The following chart reflects our franchises and parts, service and body shop operations by location.

 

2



 

Rush Truck Center Location

 

Heavy-Duty Franchise(s)

 

Medium-Duty
Franchise(s)

 

Parts

 

Service

 

Body Shop

 

 

 

 

 

 

 

 

 

 

 

 

 

Alabama:

 

 

 

 

 

 

 

 

 

 

 

Mobile

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

Yes

 

 

 

 

 

 

 

 

 

 

 

 

 

Arizona:

 

 

 

 

 

 

 

 

 

 

 

Chandler

 

None

 

None

 

Yes

 

No

 

No

 

Flagstaff

 

None

 

None

 

Yes

 

Yes

 

No

 

Phoenix

 

Peterbilt

 

Peterbilt, GMC, Hino

 

Yes

 

Yes

 

Yes

 

Tucson

 

Peterbilt

 

Peterbilt, GMC, Hino

 

Yes

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

California:

 

 

 

 

 

 

 

 

 

 

 

El Centro

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

No

 

Escondido

 

Peterbilt

 

Peterbilt, Hino

 

Yes

 

Yes

 

No

 

Fontana Heavy-Duty

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

Yes

 

Fontana Medium-Duty

 

None

 

Peterbilt, GMC, Hino, Isuzu, UD

 

Yes

 

Yes

 

No

 

Pico Rivera

 

Peterbilt

 

Peterbilt, UD (parts only)

 

Yes

 

Yes

 

Yes

 

San Diego

 

Peterbilt

 

Peterbilt, GMC, Hino

 

Yes

 

Yes

 

Yes

 

San Luis Obispo

 

None

 

None

 

Yes

 

Yes

 

No

 

Sylmar

 

Peterbilt

 

Peterbilt, UD

 

Yes

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

Colorado:

 

 

 

 

 

 

 

 

 

 

 

Denver Heavy-Duty

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

Yes

 

Denver Medium-Duty

 

None

 

Ford, Isuzu

 

Yes

 

Yes

 

No

 

Greeley

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

No

 

Pueblo

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

Florida:

 

 

 

 

 

 

 

 

 

 

 

Haines City

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

Yes

 

Orlando

 

Peterbilt

 

Peterbilt, GMC, Isuzu, UD

 

Yes

 

Yes

 

Yes

 

Tampa

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

No

 

Winter Garden

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

No

 

Jacksonville

 

Peterbilt

 

Peterbilt, Hino

 

Yes

 

Yes

 

Yes

 

 

 

 

 

 

 

 

 

 

 

 

 

Georgia:

 

 

 

 

 

 

 

 

 

 

 

Atlanta

 

None

 

GMC, Hino, Isuzu, UD

 

Yes

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

New Mexico:

 

 

 

 

 

 

 

 

 

 

 

Albuquerque

 

Peterbilt

 

Peterbilt, UD

 

Yes

 

Yes

 

Yes

 

Las Cruces

 

None

 

None

 

Yes

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

Oklahoma:

 

 

 

 

 

 

 

 

 

 

 

Ardmore

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

No

 

Oklahoma City

 

Peterbilt

 

Peterbilt, GMC, Hino

 

Yes

 

Yes

 

Yes

 

Tulsa

 

Peterbilt, Volvo

 

Peterbilt, GMC, Hino

 

Yes

 

Yes

 

Yes

 

 

 

 

 

 

 

 

 

 

 

 

 

Tennessee:

 

 

 

 

 

 

 

 

 

 

 

Nashville

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

Yes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3



 

Rush Truck Center Location

 

Heavy-Duty Franchise(s)

 

Medium-Duty
Franchise(s)

 

Parts

 

Service

 

Body Shop

 

 

 

 

 

 

 

 

 

 

 

 

 

Texas:

 

 

 

 

 

 

 

 

 

 

 

Abilene

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

No

 

Alice

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

No

 

Austin

 

Peterbilt

 

Peterbilt, GMC, Hino, Isuzu, UD

 

Yes

 

Yes

 

No

 

Dallas Heavy-Duty

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

Yes

 

Dallas Medium-Duty

 

None

 

Peterbilt, GMC, Hino, UD

 

Yes

 

Yes

 

No

 

El Paso

 

Peterbilt

 

Peterbilt, GMC, Hino (service only)

 

Yes

 

Yes

 

Yes

 

Fort Worth

 

Peterbilt

 

Peterbilt, UD

 

Yes

 

Yes

 

No

 

Houston

 

Peterbilt

 

Peterbilt, GMC, Hino

 

Yes

 

Yes

 

Yes

 

Laredo

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

Yes

 

Lufkin

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

Yes

 

Pharr

 

Peterbilt

 

Peterbilt, Hino, UD

 

Yes

 

Yes

 

Yes

 

San Antonio

 

Peterbilt

 

Peterbilt, GMC, Hino

 

Yes

 

Yes

 

Yes

 

Sealy

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

No

 

Texarkana

 

Peterbilt

 

Peterbilt, GMC, Hino, Isuzu

 

Yes

 

Yes

 

No

 

Tyler

 

Peterbilt

 

Peterbilt

 

Yes

 

Yes

 

No

 

Waco

 

Peterbilt

 

Peterbilt, GMC, Hino, Isuzu

 

Yes

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

 

          Rush Equipment Center. Our Rush Equipment Center in Houston, Texas, provides a full line of John Deere construction equipment, including backhoe loaders, hydraulic excavators, crawler-dozers and four-wheel drive loaders.

 

          Leasing and Rental Services.  Through certain of our Rush Truck Centers and three stand-alone Rush Truck Leasing stores, we provide a broad line of product selections for lease or rent, including Class 4, Class 5, Class 6, Class 7 and Class 8 trucks, heavy-duty cranes and refuse haulers.  Our lease and rental fleets are offered on a daily, monthly or long-term basis.

 

          Financial and Insurance Products.  At our dealerships we offer third-party financing to assist customers in purchasing new and used trucks and construction equipment. Additionally, we sell, as agent, a complete line of property and casualty insurance, including collision and liability insurance on trucks, cargo insurance and credit life insurance.

 

                Perfection Equipment.  Our Perfection Equipment subsidiary operates out of two locations in Oklahoma City.  Perfection Equipment offers installation of equipment, equipment repair, parts installation, and paint and body repair to owners of commercial vehicles.  Perfection Equipment carries over 120 lines of truck and industrial parts and over 100 lines of equipment.  Perfection Equipment specializes in up-fitting a variety of trucks used by oilfield service providers and other specialized service providers.

 

                World Wide Tires.  We operate World Wide Tires stores in three locations in Texas.  World Wide Tires primarily sells tires for use on Class 8 trucks.

 

Industry

 

                See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Industry” for a description of our industry and the markets in which we operate.

 

Our Business Strategy

 

                Operating Strategy.  Our strategy is to operate an integrated dealer network that primarily markets Peterbilt heavy-duty trucks, medium-duty trucks from various manufacturers and John Deere construction equipment and provides complementary products and services. Our strategy includes the following key elements:

 

 

4



 

·                  One-Stop Centers. We have developed our truck and construction equipment dealerships as “one-stop centers” where, at one convenient location, our customers can do the following: purchase new and used trucks or construction equipment; finance, lease or rent trucks or construction equipment; purchase aftermarket parts and accessories; and have service performed by certified technicians. We believe that this full-service strategy also helps to mitigate cyclical economic fluctuations because the parts and service sales at our dealerships generally tend to be less volatile than our new and used truck and construction equipment sales.

 

·                  Branding Program. We employ a branding program for our dealerships through distinctive signage and uniform marketing programs to take advantage of our existing name recognition and to communicate the standardized high quality of our products and reliability of our services throughout our dealership network.

 

·                  Management by Dealership Units. At each of our dealerships, we operate one or more of the following business units: new sales, used sales, financial services, parts, service or body shop. Our general managers measure and manage the operations of each of our dealerships according to the specific business units operating at that location. We believe that this system enhances the profitability of all aspects of a dealership and increases our overall operating margins. Operating goals for each business unit at each of our dealerships are established annually and managers are rewarded for performance.

 

·                  Integrated Management Information Systems. In order to efficiently operate separate business units within each dealership, we rely upon our management information systems to determine and monitor appropriate inventory levels and product mix at each Rush Truck Center.  Each Rush Truck Center can access a centralized real-time inventory tracking system that is accessible simultaneously by all locations. Our parts reordering system assists each Rush Truck Center in maintaining the proper inventory levels and typically permits inventory delivery to each location, or directly to customers, within 24 hours from the time the order is placed. In addition, by actively monitoring market conditions, assessing product and expansion strategies and remaining abreast of changes within the market, we are able to proactively address market-by-market changes by realigning and, if necessary, adding product lines and models.

 

          Growth Strategy.  Through our expansion and acquisition initiatives, we have grown to operate a large, multistate, full-service network of truck dealerships. As described below, we intend to continue to grow our business internally and through acquisitions by expanding into new geographic areas, expanding our product offerings and opening new one-stop truck and equipment centers in existing markets.

 

·                  Expansion Into New Geographic Areas. We plan to continue to expand our Rush Truck Center network and build a Rush Equipment Center network by acquiring additional dealerships in geographic areas contiguous to our current operations. We have successfully expanded our presence from our Texas base into a coast-to-coast network of Rush Truck Centers. We believe the geographic diversity of our Rush Truck Center network has significantly expanded our customer base while reducing the effects of local economic cycles. Geographic diversification supports the sale of trucks and parts by allowing us to allocate our inventory among the geographic regions we serve based on market demand within these regions.

 

·                  Expansion of Product Offerings. We intend to continue to expand our product lines within our Rush Truck Centers and our Rush Equipment Center by adding product categories that are both complementary to our existing product lines and well suited to our operating model.

 

We believe that there are many additional product and service offerings that would complement our primary product lines. We expect any product category expansion that we pursue to satisfy our requirements that:

 

·                  the products serve a commercial customer base;

 

·                  the products provide opportunities for incremental income through related aftermarket sales, service or financing; and

 

·                  Rush operating controls can be implemented to enhance the financial performance of the business.

 

·                  Open New Rush Truck and Equipment Centers in Existing Areas of Operation. We believe that there are opportunities to increase our share of the heavy-duty truck market by introducing our one-stop centers to

 

5



 

underserved markets within our current areas of operation.  The introduction of additional one-stop centers enables us to enhance revenues from our existing customer base as well as increase the awareness of the “Rush” brand name for new customers.

 

          In identifying new areas for expansion, we analyze the target market’s level of new truck registrations, customer buying and leasing trends and the existence of competing franchises. We also assess the potential performance of a parts and service center to determine whether a market is suitable for a Rush Truck Center. After a market has been strategically reviewed, we survey the region for a well-situated location. Whether we acquire existing dealerships or open a new Rush Truck Center, we will introduce our branding program and implement our integrated management system.

 

Management of Our Dealerships

 

          We manage our dealerships as described below.

 

Rush Truck Centers

 

          Our Rush Truck Centers are responsible for sales of new and used heavy- and medium-duty trucks, as well as related parts and services.

 

          New Truck Sales.   New heavy-duty truck sales represent the largest portion of our revenue, accounting for approximately $871.8 million, or 42.9%, of our total revenues in 2007. New Class 8 heavy-duty Peterbilt truck sales accounted for approximately 74.0% of our new truck revenues for 2007.  The delivery time for a custom-ordered truck varies depending on vehicle specifications and demand.

 

                Our Rush Truck Centers that sell new and used Class 8 heavy-duty trucks also sell Class 6 and Class 7 medium-duty Peterbilt trucks.  Certain Rush Truck Centers also sell medium-duty trucks manufactured by GMC, Hino, Isuzu, Ford or UD (see Part I, Item 1, “General — Rush Truck Centers” for a description of our industry and the markets in which we operate).  New medium-duty truck sales accounted for approximately $289.4 million, or 14.3% of our total revenues for 2007 and 24.5%, of our new truck revenues for 2007. Our customers use heavy- and medium-duty trucks to haul various materials, including general freight, petroleum, wood products, refuse and construction materials.

 

          A significant portion of our new truck sales are to fleet customers (customers who purchase more than five trucks in any 12-month period). Because of the size of our Rush Truck Center network, our strong relationships with our fleet customers and our ability to handle large quantities of used truck trade-ins, we are able to successfully market and sell to fleet customers nationwide. We believe that we have a competitive advantage over most other dealers in that we can absorb multi-unit trade-ins often associated with fleet sales and effectively disperse the used trucks for resale throughout our dealership network. We believe that our attention to customer service and our broad range of trucking services, including our ability to offer truck financing and insurance to our customers, has resulted in a high level of customer loyalty.

 

          Used Truck Sales.  Used truck sales accounted for approximately $211.7 million, or 10.4%, of our total revenues for 2007.  We sell used heavy- and medium-duty trucks at most of our Rush Truck Centers.  We believe that we are well positioned to market used heavy-duty trucks due to our ability to recondition them for resale utilizing the parts and service departments of our Rush Truck Centers and our ability to move used trucks between Rush Truck Centers to satisfy customer demand. The majority of our used truck fleet consists of trucks taken as trade-ins from new truck customers, but we supplement our used truck fleet by purchasing used trucks from third parties for resale.

 

          Truck Parts and Service.  Truck-related parts and service revenues accounted for approximately $460.0 million, or 22.7%, of our total revenues for 2007.  The parts business enhances our sales and service functions and is a source of recurring revenue. Most Rush Truck Centers carry a wide variety of Peterbilt and other truck parts in its inventory.  We also have field service trucks and technicians who are capable of making on-site repairs at our customers’ locations.

 

          Certain Rush Truck Centers also feature fully equipped service and body shop facilities, the combination and configuration of which varies by location, capable of handling a broad range of truck repairs on most makes and classes of trucks.  Each Rush Truck Center is a warranty service center for the truck manufacturers represented at that location and most are also authorized service centers for other manufacturers, including the following: Caterpillar, Cummins, Eaton and Arvin Meritor. We have more than 900 service and body shop bays, including 23 paint booths, throughout our Rush Truck Center network.

 

 

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          We perform both warranty and nonwarranty service work on heavy- and medium-duty trucks and components. The cost of warranty work is reimbursed by the applicable manufacturer at retail consumer rates. A majority of the service technicians at our Rush Truck Centers have been certified by various truck or component manufacturers.

 

          Truck Leasing and Rental.   Truck leasing and rental revenues accounted for approximately $52.1 million, or 2.6%, of our total revenues for 2007.  At our Rush Truck Leasing locations, we engage in full-service truck leasing under the PacLease trade name at eleven locations and are the largest PacLease dealer in the United States. Leasing and rental customers contribute to additional parts sales and service work at Rush Truck Centers because most of our leases require service and maintenance for the leased trucks to be performed at our facilities (or at facilities outside our service area, as we direct). Rented trucks are also generally serviced at our facilities. We had 2,404 units in our lease and rental fleet as of December 31, 2007 compared to 2,345 units as of December 31, 2006.  As of December 31, 2007, we owned approximately 81% of our lease and rental fleet, and leased the remaining trucks in our fleet primarily from PACCAR Leasing Company (“PACCAR Leasing”). Currently, the average age of the trucks in our lease and rental fleet is approximately 27 months. Generally, we hold trucks in our lease and rental fleet for approximately 5 to 6 years, depending on the type of truck, and then sell them through the used sales operations at our Rush Truck Centers. Historically, we have realized gains on the sale of used lease trucks in excess of the cost of the purchase option contained in our leases with PACCAR Leasing or the book value of trucks owned by the Company.

 

Rush Equipment Center

 

          Our Rush Equipment Center in Houston, Texas is responsible for sales of new and used construction equipment and related parts and service.

 

          New Construction Equipment Sales.   New construction equipment sales accounted for approximately $71.7 million, or 3.5%, of our total revenues for 2007. Our Rush Equipment Center carries a complete line of John Deere construction equipment. A new piece of John Deere construction equipment typically ranges in price from $50,000 for a backhoe to $500,000 for an excavator. We carry a full line of complementary construction equipment manufactured by other suppliers to enhance our John Deere product line. We sell construction equipment to a diverse customer base including residential and commercial construction contractors, utility companies, government agencies, and various petrochemical, industrial and material supply businesses.

 

          We believe that John Deere’s reputation for manufacturing high quality construction equipment attracts new and repeat customers who value lower maintenance and repair costs and a higher residual value at trade-in. We attempt to increase this brand loyalty with an operating strategy that is similar to the operating strategy used by our Rush Truck Centers and focuses on providing fast, reliable service. We believe that our operating strategy will enable us to both increase our customer base and generate repeat business for all product offerings.

 

          Used Construction Equipment Sales.   Used construction equipment sales accounted for approximately $3.3 million, or 0.2%, of our total revenues for 2007. We sell used construction equipment manufactured by several manufacturers, including John Deere, Case, Caterpillar, and Komatsu. Our used construction equipment inventory is derived from trade-ins from our construction equipment customers and purchases from third parties.

 

          Construction Equipment Parts and Service.   Construction equipment related parts and service revenues accounted for approximately $20.6 million, or 1.0%, of our total revenues for 2007. Our Rush Equipment Center carries a wide variety of John Deere and other parts in its inventory, which consists of over 7,000 items from more than 15 suppliers. We are an authorized John Deere construction equipment parts and accessories supplier in the Houston, Texas area. We maintain a fully equipped service operation capable of handling repairs on John Deere construction equipment and most other brands of construction equipment at our Rush Equipment Center. We enhance our service presence with field service trucks and technicians who are capable of making on-site repairs at our customers’ locations.

 

                Additional information related to these operating segments for 2007, 2006 and 2005 is included in Note 18 — Segments in the Notes to the Company’s Consolidated Financial Statements in Item 8.

 

Financial and Insurance Products

 

          We sell, as agent, a complete line of property and casualty insurance to our truck customers and other truck owners. Our agency is licensed to sell truck liability, general liability, collision and comprehensive, workers’ compensation, cargo, credit life and occupational accident insurance coverage. We serve as sales representatives for a number of leading

 

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insurance companies including the Great American Insurance Companies, Hartford Insurance Group and American General Financial Group. Our renewal rate during 2007 was 80%.

 

At our Rush Truck Centers and our Rush Equipment Center we have personnel responsible for arranging third-party financing for our product offerings. We also have licensed insurance agents at some of our dealerships in Alabama, California, Colorado, Florida, New Mexico, Tennessee and Texas who arrange insurance for our customers.  The sale of financial and insurance products accounted for approximately $21.7 million, or 1.1%, of our total revenue for 2007. Finance and insurance revenues have minimal direct costs and, therefore, contribute a disproportionate share of our operating profits.

 

          New and Used Truck Financing.  We arranged customer financing, primarily through General Electric Capital Corporation (“GE Capital”) and PACCAR Financial Corporation (“PACCAR Financial”), for approximately 30% of our new and used truck sales in 2007 compared to 27% in 2006.  Generally, truck finance contracts are memorialized through the use of installment contracts, which are secured by the trucks financed, and require a down payment of 10% to 30% of the value of the financed truck, with the remaining balance financed over a two to five-year period. The majority of finance contracts are sold without recourse to the Company. The Company’s recourse liability related to finance contracts sold with recourse to the Company ranges from 5% to 100% of the outstanding amount of each note initiated on behalf of the finance company (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies”). The Company provides an allowance for repossession losses and early repayment penalties.

 

          New and Used Construction Equipment Financing.  We arranged customer financing through The CIT Group, CitiCapital, John Deere Credit and others, for approximately $47.5 million of our new and used construction equipment sales in 2007, an increase of 49.4% from approximately $31.8 million in 2006. Generally, construction equipment finance contracts are memorialized through the use of installment or lease contracts, which are secured by the construction equipment financed, and generally require a down payment of 0% to 10% of the value of the financed piece of construction equipment, with the remaining balance being financed over a three to five-year period. All finance contracts for construction equipment are assigned without recourse.

 

Sales and Marketing

 

          Our established expansion and acquisition strategy and long history of operations in the heavy- and medium-duty truck business have resulted in a strong customer base that is diverse in terms of geography, industry and scale of operations. Rush Truck Centers’ customers include owner operators, regional and national truck fleets, corporations and local governments. During 2007, no single customer of our Rush Truck Centers accounted for more than 10% of our total truck sales by dollar volume. Our Rush Equipment Centers’ customer base is similarly diverse and, during 2007, no single Rush Equipment Center customer accounted for more than 10% of our total construction equipment sales by dollar volume.  We generally promote our products and related services through direct customer contact by our sales personnel, advertisements in trade magazines and attendance at industry shows.

 

          We believe that the consistently reliable service received by our customers, our longevity and our geographic diversity have resulted in increased market recognition of the “Rush” brand name and have served to reinforce customer loyalty.  In an effort to enhance our name recognition and to communicate the standardized high level of quality products and services provided at our Rush Truck Centers and our Rush Equipment Center, we implement our “Rush” brand name concept at each of our dealerships. Each of our dealerships is identified as either a Rush Truck Center or Rush Equipment Center.

 

Facility Management

 

          Personnel.  Each Rush Truck Center and the Rush Equipment Center is typically managed by a general manager who oversees the operations, personnel and the financial performance of the location, subject to the direction of our corporate office. Additionally, each Rush Truck Center is typically staffed by a sales manager, parts manager, service manager, sales representatives, parts employees, and other service and makeready employees, as appropriate, given the services offered.  The sales staff of each Rush Truck Center and the Rush Equipment Center is compensated on a salary plus commission basis, with a high percentage of their compensation consisting of commission, while the general manager, parts manager and service manager receive a combination of salary and performance bonus, with a high percentage of their compensation consisting of the performance bonus.  We believe that our employees are among the highest paid in their respective industries which enables us to attract and retain qualified personnel.

 

 

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                On an annual basis, general managers prepare detailed monthly profit and loss forecasts based upon historical information and projected trends. A portion of each general manager’s performance bonus is based upon whether they meet or exceed their operating plans. During the year, general managers regularly review their facility’s progress with senior management and make appropriate adjustments as needed.  Most of our employees receive annual performance evaluations.

 

          We have been successful in retaining our senior management and general managers.  To promote communication and efficiency in operating standards, general managers and members of senior management attend company-wide strategy sessions each year. In addition, management personnel attend various industry-sponsored leadership and management seminars and receive continuing education on the products we distribute, marketing strategies and management information systems.

 

          Members of senior management regularly travel to each location to provide on-site management and support.  Each location is audited regularly for compliance with corporate policies and procedures.  These routine unannounced internal audits, objectively measure dealership performance with respect to corporate expectations in the management and administration of sales, truck and equipment inventory, parts inventory, parts sales, service sales, body shop sales, corporate policy compliance, human resources compliance, and environmental and safety compliance matters.  The Company has instituted succession planning pursuant to which employees in each Rush Truck Center and the Rush Equipment Center are groomed as assistant managers to assume management responsibilities in existing and future dealerships.

 

          Purchasing and Suppliers.  We believe that pricing is an important element of our marketing strategy.  Because of our size, our Rush Truck Centers benefit from volume purchases at favorable prices that permit them to achieve a competitive pricing position in the industry. We purchase our truck inventory and parts and accessories directly from the manufacturer. All other manufacturers’ parts and accessories, including those of Caterpillar, Cummins and other component manufacturers, are purchased through wholesale vendors or from PACCAR, which buys such products in bulk for resale to the Company and other Peterbilt dealers. All purchasing commitments are negotiated by personnel at our corporate headquarters. We have been able to negotiate favorable pricing levels and terms, which enables us to offer competitive prices for our products. We purchase all of our John Deere construction equipment inventory and John Deere parts directly from John Deere.

 

          Management Information Systems.  Each Rush Truck Center and the Rush Equipment Center maintains a centralized real-time inventory tracking system which is accessible simultaneously by all locations and by our corporate office. We utilize our management information systems to monitor the inventory level of trucks and parts at each of our dealerships. From information assimilated from management information systems, management has developed a model reflecting historic sales levels of different product lines. This model enables management to identify the appropriate level and combination of inventory and forms the basis of our operating plan. Our management information systems and databases are also used to monitor market conditions and sales information and assess product and expansion strategies.

 

          Information received from manufacturers, industry analysts and industry contacts allows us to determine market share statistics and gross volume sales numbers for our products as well as those of competitors. This information impacts ongoing operations because management remains aware of changes within the markets we service and is able to react accordingly by realigning product lines and by adding new product lines and models.

 

          Distribution and Inventory Management.  We utilize a real-time inventory tracking system to maintain a close link between each Rush Truck Center.  This link allows for timely and cost-effective sharing of managerial and sales information as well as the prompt transfer of inventory among various locations. The transfer of inventory reduces delays in delivery, helps maximize inventory turns and assists in controlling problems created by overstock and understock situations. We are linked directly to our major suppliers, including Peterbilt, GMC, and John Deere, via real-time communication links for purposes of ordering and inventory management. These automated reordering and communication systems allow us to maintain proper inventory levels and permit us to have inventory delivered to our locations, or directly to customers, typically within 24 hours of an order being placed.

 

Recent Acquisitions and Dispositions

 

          In August 2007, the Company purchased certain assets of San Luis Truck Service Garage, Inc., which consisted of a parts and service center in San Luis Obispo, California.  The Company is operating the facility as a Rush Truck Center offering parts and service.  The transaction was valued at approximately $0.8 million, with the purchase price paid in cash.

 

 

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                In March 2007, the Company purchased certain assets of Allen-Jensen, Inc., which consisted of a GMC and Isuzu truck dealership in Waco, Texas.  The Company is operating the facility as a full-service Rush Truck Center offering Peterbilt heavy- and medium-duty trucks as well as medium-duty trucks manufactured by GMC and Isuzu, and parts and service.  The transaction was valued at approximately $6.3 million, with the purchase price paid in cash.

 

                In March 2007, the Company purchased certain assets of Advanced Transportation Insurance Services, Inc., an insurance agency headquartered in Laguna Niguel, California.  In connection with this acquisition, the Company also purchased the stock of Advance Premium Finance, Inc., a premium finance company associated with Advanced Transportation Insurance Services, Inc.  The total transaction was valued at approximately $2.1 million, with the purchase price financed with cash of $0.6 million and notes payable of $1.5 million.

 

                In November 2006, the Company acquired Fouts Bros. UD-GMC, Inc., a GMC, UD, Hino and Isuzu medium-duty truck dealer in Smyrna, Georgia.  The Company is operating the facility as a full-service Rush Medium Duty Truck Center offering medium-duty GMC, UD, Hino and Isuzu trucks, parts, and service. The transaction was valued at approximately $9.2 million, with the purchase price paid in cash.

 

          In September 2006, the Company purchased certain assets of Mountain State Ford Truck Sales, Inc. which consisted of a Ford and Isuzu truck dealership in Denver, Colorado.  The Company is operating the facility as a full-service Rush Medium Duty Truck Center offering medium-duty trucks, parts and service.  The transaction was valued at approximately $5.3 million, with the purchase price paid in cash.

 

                In March 2006, the Company purchased certain assets of Great Southern Peterbilt, Inc., which consisted of a Peterbilt and Hino truck dealership in Jacksonville, Florida.  The Company is operating the facility as a full-service Rush Truck Center offering heavy- and medium-duty trucks, parts and service.  The transaction was valued at approximately $22.0 million, with the purchase price paid in cash.

 

                See Note 16 of the Notes to Consolidated Financial Statements for a detailed discussion of the allocation of the purchase price of these acquisitions.

 

Competition

 

          There is, and will continue to be, significant competition both within our current markets and in new markets we may enter. We anticipate that competition between us and other dealers will continue to increase in our current markets and on a national level based on the following:

 

·                  the accessibility of dealership locations;

 

·                  the number of dealership locations;

 

·                  price, value, quality and design of the products sold; and

 

·                  attention to customer service (including technical service).

 

          Our new truck products compete with trucks made by other manufacturers and sold through competing independent and factory-owned truck dealerships, including trucks manufactured by Navistar, Mack, Freightliner, Kenworth, Volvo, Western Star Truck Holdings, Ltd., and other manufacturers. Kenworth heavy-duty trucks are also manufactured by PACCAR, Peterbilt’s parent company, but are distributed through a different network of competing dealers. Our construction equipment products compete with construction equipment manufactured by Case, Caterpillar, Komatsu and other manufacturers. We believe that our dealerships are able to compete with manufacturer-owned dealers, independent dealers, wholesalers, rental service companies and industrial auctioneers in distributing our products because of the following: the overall quality and reputation of the products we sell; “Rush” brand name recognition and reputation for quality service; and our ability to provide comprehensive parts and service support, as well as financing, insurance and other customer services.

 

Dealership Agreements

 

          Peterbilt.  We have entered into nonexclusive dealership agreements with Peterbilt which authorize us to act as a dealer of Peterbilt heavy-duty trucks. Our Peterbilt areas of responsibility currently encompass areas in the states of

 

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Alabama, Arizona, California, Colorado, Florida, New Mexico, Oklahoma, Tennessee and Texas. These dealership agreements currently have terms expiring between April 2008 and January 2010 and impose certain operational obligations and financial requirements upon us and our dealerships. The Company’s dealership agreements with Peterbilt may be terminable by Peterbilt in the event the aggregate voting power of W. Marvin Rush, W.M. “Rusty” Rush, other members of the Rush family and certain executives of the Company decreases below 30%.  These agreements also grant Peterbilt rights of first refusal under certain circumstances relating to any sale or transfer of our dealership locations or if certain Rush family members desire to sell more than 100,000 shares of our voting common stock within a 12-month period to anyone other than family members or certain other specified persons.  Any termination or non-renewal of these dealership agreements by Peterbilt must follow certain guidelines established by both state and federal legislation designed to protect dealers from arbitrary termination or non-renewal of franchise agreements. The Automobile Dealers Day in Court Act and other similar state laws provide that the termination or non-renewal of a dealership agreement must be done in “good faith” and upon a showing of “good cause” by the manufacturer for such termination or non-renewal, as such terms have been defined by statute and interpreted in case law.

 

                Other Truck Suppliers.  In addition to our truck dealership agreements with Peterbilt, various Rush Truck Centers have entered into dealership agreements with other truck manufacturers including Ford, GMC, Hino, Isuzu, UD and Volvo.

 

                Sales of non-Peterbilt medium-duty trucks accounted for approximately 9.2% of our total revenues for 2007. These dealership agreements currently have terms expiring between September 2008 and October 2010.  These dealership agreements impose operating requirements upon us and require consent from the affected supplier for sale or transfer of such dealership agreement.

 

          John Deere.  We have entered into a nonexclusive dealership agreement with John Deere which authorizes us to act as a dealer of John Deere construction, utility and forestry equipment. This John Deere dealership agreement has no specified term or duration. Our current area of responsibility for the sale of John Deere construction equipment is the greater Houston, Texas metropolitan area. The John Deere dealership agreement imposes operational obligations and financial requirements of the Company. Similar to the dealership agreements with Peterbilt, the dealership agreement with John Deere is terminable if the outstanding voting power of W. Marvin Rush and other executives of the Company falls below 25%, grants limited rights of first refusal and imposes certain financial requirements upon us and our dealership.

 

          Other Construction Equipment Suppliers.  In addition to John Deere, we are an authorized dealer for suppliers of other construction equipment. The terms of such arrangements vary, but most of these dealership agreements contain termination provisions allowing the supplier to terminate the agreement after a specified notice period (usually 180 days).

 

Floor Plan Financing

 

          Trucks.  We finance substantially all of our new truck inventory and the loan value of our used truck inventory under a floor plan arrangement with GE Capital.  Effective August 1, 2007, the Company entered into an Amended and Restated Wholesale Security Agreement with GE Capital.  Interest under the floor plan financing agreement is payable monthly and the rate varies from LIBOR plus 1.15% to 1.50% depending on the average aggregate month-end balance of debt.  As of December 31, 2007, we had approximately $257.9 million outstanding under our GE Capital floor plan arrangement.

 

          Construction Equipment.  We finance substantially all of our new construction equipment inventory under floor plan facilities with John Deere and CitiCapital.  Our John Deere facility has no set expiration date and its interest rate is the prime rate plus 1.5%.  Our CitiCapital facility expired in January 2008 and the interest rate was the prime rate plus 0.65%.  In January 2008, we entered into a loan agreement with JPMorgan Chase (“Chase”) to replace the CitiCapital facility.  The new facility with Chase expires in June 2009 and the interest rate is LIBOR plus 1.15%.  As of December 31, 2007, we had $6.2 million outstanding under the floor plan arrangement with John Deere and $9.6 million outstanding under the floor plan arrangement with CitiCapital.

 

Product Warranties

 

                The manufacturers we represent provide retail purchasers of their products with a limited warranty against defects in materials and workmanship, excluding certain specified components that are separately warranted by the suppliers of such components. We do not undertake to provide any warranty to our customers.

 

 

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          We generally sell used trucks and construction equipment in “as is” condition without manufacturer’s warranty, although manufacturers sometimes will provide a limited warranty on their used products if such products have been properly reconditioned prior to resale or if the manufacturer’s warranty on such product is transferable and has not expired. We do not provide any warranty on used trucks or used construction equipment.

 

Trademarks

 

          The Peterbilt, John Deere, Volvo, GMC, Hino, Isuzu, Ford and UD trademarks and trade names, which are used in connection with our marketing and sales efforts, are subject to limited licenses included in our dealership agreements with each manufacturer. The licenses are for the same periods as our dealership agreements. These trademarks and trade names are recognized internationally and are important in the marketing of our products. Each licensor engages in a continuous program of trademark and trade name protection.  We hold registered trademarks from the U.S. Patent and Trademark Office for the names “Rush Enterprises,” “Rush Truck Center,” “Rush Equipment Center,” “Associated Truck Insurance Services” and “Chrome Country.”  We currently have trademark applications for “Rig Tough” pending before the U.S. Patent and Trademark Office.

 

Employees

 

          On December 31, 2007, the Company had 2,952 employees. The Company has no contracts or collective bargaining agreements with labor unions and has never experienced work stoppages.  The Company considers its relations with its employees to be good.

 

Seasonality

 

The Company’s heavy-duty truck business is moderately seasonal. Seasonal effects on new truck sales related to the seasonal purchasing patterns of any single customer type are mitigated by the diverse geographic locations of our dealerships and the Company’s diverse customer base, including regional and national fleets, local governments, corporations and owner operators. However, truck parts and service operations historically have experienced higher sales volumes in the second and third quarters.

 

                Seasonal effects in the construction equipment business are primarily driven by the weather.  Seasonal effects on construction equipment sales related to the seasonal purchasing patterns of any single customer type are mitigated by the Company’s diverse customer base that includes contractors for residential and commercial construction, utility companies, federal, state and local government agencies, and various petrochemical, industrial and material supply type businesses that require construction equipment in their daily operations.

 

Backlog

 

On December 31, 2007, the Company’s backlog of truck orders was approximately $216.0 million as compared to a backlog of truck orders of approximately $249.2 million on December 31, 2006. The Company includes only confirmed orders in its backlog.  The delivery time for a custom-ordered truck varies depending on the truck specifications and demand for the particular model ordered.  The Company sells the majority of its new trucks by customer special order, with the remainder sold out of inventory. Orders from a number of the Company’s major fleet customers are included in the Company’s backlog as of December 31, 2007.

 

Environmental Standards and Other Governmental Regulations

 

                Our operations are subject to numerous federal, state and local laws and regulations, including laws and regulations designed to protect the environment by regulating the discharge of materials into the environment. EPA emission guidelines have a major impact on our operations.  The EPA mandated that diesel engine manufacturers meet new, stricter emissions guidelines regarding nitrous oxides for all engines built subsequent to January 1, 2007.  The 2007 emission guidelines caused the heavy-duty truck industry to experience a significant increase in demand for trucks during 2005, 2006 and the first quarter of 2007 which has been followed by a decrease in demand for heavy-duty trucks.

 

                Even stricter EPA emissions guidelines regarding nitrous oxides are scheduled to go into effect for all diesel engines built subsequent to January 1, 2010.  The 2010 emissions guidelines may create an increase in demand for heavy- and medium-duty trucks in the second half of 2008 and 2009.  The magnitude of any pre-buy will be largely dependent

 

 

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upon general economic conditions in the U.S.  The EPA has also proposed regulations requiring emissions controls systems on 2010 and later heavy- and medium-duty trucks to be monitored for malfunctions via an onboard diagnostic system similar to those required in passenger vehicles since the mid-1990s, which could also impact demand for trucks.

 

Item 1A.  Risk Factors

 

An investment in our common stock is subject to risks inherent to our business.  In addition to the other information contained in this Form 10-K, we recommend that you carefully consider the following risk factors in evaluating our business.  If any of the following risks actually occur, our financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of our common stock could decline significantly, and you could lose all or part of your investment.  Please note that additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations.  This report is qualified in its entirety by these risk factors.

 

Risks Related to Our Business

 

We are substantially dependent upon PACCAR for the supply of Peterbilt trucks and parts, the sale of which generate a substantial part of our revenues.

 

          We currently operate as a dealer of Peterbilt trucks and parts pursuant to dealership agreements with Peterbilt. Peterbilt is a division of PACCAR.  During 2007, a significant portion of our revenues resulted from sales of trucks purchased from Peterbilt and parts purchased from PACCAR. Due to our dependence on PACCAR and its Peterbilt division, we believe that the long-term success of our Rush Truck Centers depends, in large part, on the following:

 

·                  maintaining our relationship with PACCAR;

 

·                  the manufacture and delivery of competitively-priced, high quality Peterbilt trucks and parts by PACCAR in quantities sufficient to meet our requirements;

 

·                  the overall success of PACCAR and Peterbilt;

 

·                  PACCAR’s promotion of its Peterbilt division;

 

·                  the goodwill associated with the Peterbilt trademark, which can be adversely affected by decisions made by PACCAR and the owners of other Peterbilt dealerships; and

 

·                  the management of the Peterbilt dealership system by PACCAR; and

 

·                  continued policy of no direct sales by Peterbilt.

 

We have no control over the management or operation of PACCAR or Peterbilt dealerships that we do not own.

 

Our dealership agreements may be terminable upon a change of control and we cannot control whether or not our controlling shareholder and management maintain their current positions.

 

          We have entered into nonexclusive dealership agreements with Peterbilt that authorize us to act as a dealer of Peterbilt trucks. Peterbilt may terminate our dealership agreements in the event of a change of control of the Company or if we violate any number of provisions in the dealership agreements. Under our Peterbilt dealership agreements, a change of control occurs if (i) with respect to the election of directors, the aggregate voting power held by W. Marvin Rush, W. M. “Rusty” Rush, W. Marvin Rush’s family members and other executives of the Company decreases below 30% (such persons currently control 30.3% of the voting power with respect to the election of directors); or (ii) any person or entity other than W. Marvin Rush, W. M. “Rusty” Rush and other Rush executives or any person or entity who has been approved in writing by PACCAR, owns common stock with a greater percentage of the voting power with respect to the election of our directors than W. Marvin Rush and W. M. “Rusty” Rush and other executives of the Company, in the aggregate, or any person other than W. Marvin Rush, W. M. “Rusty” Rush, Robin M. Rush or any person who has been approved in writing by PACCAR holds the office of Chairman of the Board, President or Chief Executive Officer of the Company. We have no control over the transfer or disposition by W. Marvin Rush or by his estate of his common stock. If W. Marvin Rush were to sell his Class B common stock or bequest his Class B common stock to nonfamily members or if his estate is required to

 

 

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liquidate his Class B common stock to pay estate taxes or otherwise, the change of control provisions of the Peterbilt dealership agreements may be triggered and cause us to lose our critical right to sell Peterbilt products. Our John Deere dealership agreement and some of our medium-duty truck dealership agreements are also terminable if the voting power of W. Marvin Rush and his family falls below certain percentages, typically 25%.  If our dealership agreements with any manufacturer we currently represent are terminated, we will lose the right to purchase such manufacturer’s products and the right to use certain trademarks, which would have a material adverse effect on our operations, revenues and profitability.

 

If state dealer laws are repealed or weakened, our dealerships will be more susceptible to termination, nonrenewal or renegotiation of their dealership agreements.

 

          Our dealership agreements impose certain operational obligations and financial requirements on us. State dealer laws generally provide that a manufacturer may not terminate or refuse to renew a dealership agreement unless it has first provided the dealer with written notice setting forth good cause and stating the grounds for termination or nonrenewal. Manufacturers’ lobbying efforts may lead to the repeal or revision of state dealer laws. If dealer laws are repealed in the states in which we operate dealerships, our manufacturers may be able to terminate our dealership agreements without providing advance notice, an opportunity to cure or a showing of good cause. Without the protection of state dealer laws, or if such laws are weakened, we will be subject to higher risk of termination or non-renewal of our dealership agreements. Termination or non-renewal of our dealership agreements could have a material adverse effect on our operations, revenues and profitability.

 

Our dealership agreements have relatively short terms which could result in non-renewal or imposition of less favorable terms upon renewal.

 

          Our Peterbilt dealership agreements have current terms expiring between April 2008 and January 2010. Our Volvo dealership agreement has a current term expiring August 2010.  Our dealership agreements with GMC, Hino, UD, Ford and Isuzu for the sale of medium-duty trucks have current terms expiring between September 2008 and October 2010.  Upon expiration of each agreement, we must request and negotiate a renewal. In many states state dealer franchise laws restrict the manufacturer’s ability to refuse to renew dealership agreements or to impose new terms upon renewal. To the extent such laws do permit non-renewal or imposition of new terms, the relatively short terms will give the manufacturers the opportunity to exercise such rights. Any non-renewal or imposition of less favorable terms upon renewal could have an adverse impact on our business.

 

We depend on relationships with component suppliers for sales incentives, discounts and similar programs which are material to our operations.

 

Each truck we sell is custom-built and each of our customers can choose components from any one of several component suppliers to construct their truck. Therefore, our dealerships depend on the component suppliers for sales incentives, discounts, warranties and other programs that are intended to promote our use of their components. Most of the incentives and discounts are individually negotiated and not always the same as those made available to our competitors. These incentives and discounts are material to our operations. A reduction or discontinuation of a component supplier’s incentive program could materially adversely affect our profitability.

 

Substantial competition may affect our profitability.

 

          We face vigorous competition for customers and for suitable dealership locations. We compete with a large number of independent and factory-owned dealers, some of which operate in more than one location, but most of which operate in a single location. There is significant competition both within the markets we currently serve and in markets that we may enter. Moreover, our Peterbilt dealership arrangements and our dealership agreements with other manufacturers do not contractually provide us with exclusive dealerships in any territory. Manufacturers we represent could elect to create additional dealers in our market areas in the future. While our dealership agreements generally restrict dealers from operating sales or service facilities outside their assigned territory, such agreements do not restrict fleet or other sales or marketing activity outside the assigned territory. Accordingly, we engage in fleet sales and other marketing activities outside our assigned territories and other dealers may engage in similar activities within our territories. Dealer competition continues to increase and is affected by a number of factors including the accessibility of dealership locations, the number of dealership locations, product pricing, product value, product quality, product design and customer service (including technical service). We anticipate that we will continue to face strong competition in the future.

 

 

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We may be required to obtain additional financing to maintain adequate inventory levels.

 

          Our business requires inventories held for sale to be maintained at dealer locations in order to facilitate immediate sales to customers on demand. We generally purchase inventories with the assistance of floor plan financing agreements  that provide for payment at the earlier of the time of sale for each truck financed or at a fixed date following delivery. In the event that our financing becomes insufficient to satisfy its future requirements, we would need to obtain similar financing from other sources. There is no assurance that such additional floor plan financing or alternate financing could be obtained or, if obtained, that it will be on commercially reasonable terms.

 

We could incur substantial business interruptions during our dealer management system conversion.

 

We expect to implement an SAP Enterprise Solution throughout the organization during 2009.  The estimated cost of the conversion is approximately $15.0 million.  SAP’s Dealer Business Management system will become our sole dealership management system for our existing Rush Truck Centers.  We currently operate on a KARMAK Legend Enterprise Solution and our Rush Truck Centers operate on KARMAK Legend dealer management system.  By converting to SAP, we believe that we will be able to standardize operational processes throughout our network of Rush Truck Centers.  However, if our conversion to SAP is unsuccessful, we could incur substantial business interruptions, including the inability to perform routine business transactions, which could have a significant impact on our financial performance.

 

If we lose key personnel or are unable to attract additional qualified personnel, our business could be adversely affected because we rely on the industry knowledge and relationships of our key personnel.

 

          We believe that our success depends significantly upon the efforts and abilities of our executive management and key employees, including, in particular, W. Marvin Rush and W. M. “Rusty” Rush.  Additionally, our business is dependent upon our ability to continue to attract and retain qualified personnel, such as executive officers, managers and sales personnel. We have entered into employment agreements with certain executive officers. The loss of the services of one or more members of our senior management team, including, in particular, W. Marvin Rush or W. M. “Rusty” Rush, could have a material adverse effect on us and materially impair the efficiency and productivity of our operations.  In addition, the loss of any of our key employees or the failure to attract additional qualified executive officers, managers and sales personnel could have a material adverse effect on our business and may materially impact the ability of our dealerships to conduct their operations in accordance with our business strategy.

 

The dollar amount of our backlog, as stated at any given time, is not necessarily indicative of our future earnings.

 

          As of December 31, 2007, our backlog of new truck orders was approximately $216.0 million. Our backlog is determined quarterly by multiplying the number of new trucks for each particular type of truck on order at our Rush Truck Centers by the recent average selling price for that type of truck.

 

          We only include 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 truck varies depending on the truck specifications and demand for the particular model ordered.  We sell the majority of our new heavy-duty trucks by customer special order, with the remainder sold out of inventory.  Orders from a number of our major fleet customers are included in our backlog as of December 31, 2007.  There can be no assurance that our major fleet customers will not cancel these orders.

 

          Reductions in backlog due to cancellation by a customer or for other reasons adversely affect, potentially to a material extent, the revenue and profit we actually receive from orders projected in our backlog. If we were to experience significant cancellations of orders in our backlog, our financial condition could be significantly adversely affected.

 

Our dealerships are subject to federal, state and local environmental regulations that may result in claims and liabilities, which could be material.

 

          We are subject to a wide range of federal, state and local environmental laws and regulations, including those governing 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 and other materials; and the investigation and remediation of contamination. As with truck or construction equipment dealerships generally, and service, parts and body shop operations in particular, our business involves the use, storage, handling and contracting for recycling or disposal of hazardous materials or wastes and other environmentally sensitive materials. Operations involving the management of hazardous and

 

 

15



 

nonhazardous materials are subject to requirements of the Resource Conservation and Recovery Act, or RCRA, and comparable state statutes. Our business also involves the operation of storage tanks containing such materials. Storage tanks are subject to periodic testing, containment, upgrading and removal under RCRA and comparable 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 Comprehensive Environmental Response, Compensation and Liability Act, and comparable state statutes, which impose liability for investigation and remediation of contamination without regard to fault or the legality of the conduct that contributed to the contamination. Similar to many of our competitors, we have incurred and will continue to incur, capital and operating expenditures and other costs in complying with such laws and regulations.

 

          Soil and groundwater contamination is known to exist at some of our current properties.  Further, environmental laws and regulations are complex and subject to change. In addition, in connection with acquisitions, it is possible that we will assume or become subject to new or unforeseen environmental costs or liabilities, some of which may be material. In connection with our dispositions, or prior dispositions made by companies we acquire, we may retain exposure for environmental costs and liabilities, some of which may be material. Compliance with current or amended, or new or more stringent, laws or regulations, stricter interpretations of existing laws or the future discovery of environmental conditions could require additional expenditures by us, and those expenditures could be material.

 

Risks Related to Our Common Stock

 

We are controlled by a single shareholder and his affiliates.

 

          W. Marvin Rush owns approximately 0.01% of our issued and outstanding shares of Class A common stock and 33.5% of our issued and outstanding Class B common stock.  W. Marvin Rush and W. M. “Rusty” Rush control more than 30% of the voting power of our outstanding shares and voting power, which is superior to that of any other person or group. As a result of such ownership, Mr. Rush has the power to effectively control us, including the election of directors, the determination of matters requiring shareholder approval and other matters pertaining to corporate governance.

 

The Class A common stock has limited voting power.

 

          Each share of Class A common stock ranks substantially equal to each share of Class B common stock with respect to receipt of any dividends or distributions declared on shares of common stock and the right to receive proceeds on liquidation or dissolution of us after payment of our indebtedness and liquidation preference payments to holders of preferred shares. However, holders of Class A common stock have 1/20th of one vote per share on all matters requiring a shareholder vote, while holders of Class B common stock have one full vote per share.

 

Our dealership agreements could discourage another company from acquiring us and impede our ability to issue additional stock to raise capital or as consideration for future acquisitions.

 

          A number of our dealership agreements impose restrictions on the sale and transfer of our common stock. These restrictions also may prevent or deter prospective acquirers from acquiring control of us and, therefore, may adversely impact the value of our common stock. For example, under the Peterbilt dealership agreements, except as may be otherwise approved from time to time by Peterbilt, W. Marvin Rush, W. M. “Rusty” Rush, W. Marvin Rush’s family members and other of our executives, in the aggregate, are required to retain control of at least 30% of the voting power of our outstanding shares and voting power equal or superior to that of any other person or group.

 

          In addition, W. Marvin Rush and members of his immediate family have granted Peterbilt a right of first refusal to purchase their respective shares of common stock in the event that any of such individuals desire to transfer in excess of 100,000 shares in any 12-month period to any person other than an immediate family member, an associate or a Dealer Principal (as defined in the Peterbilt dealership agreements). This right of first refusal, the number of shares owned by W. Marvin Rush and the requirement in our dealership agreements that certain dealer principals retain a controlling interest in us, combined with the ability of the Board of Directors to issue shares of preferred stock without further vote or action by the shareholders, may discourage, delay or prevent a change in control without further action by our shareholders, which could adversely affect the market price of our common stock or prevent or delay a merger or acquisition that our shareholders may consider favorable. We do not have the right to waive the right of first refusal or the terms of its dealership agreements in order to accept a favorable offer, but our Board of Directors may redeem the rights under the rights plan to accept a favorable offer.

 

 

16



 

          Actions by our shareholders or prospective shareholders that would violate any of the above restrictions on our dealership agreements are generally outside our control. If we are unable to renegotiate these restrictions, we may be forced to terminate or sell one or more of our dealerships, which could have a material adverse effect on us. This may also inhibit our ability to acquire additional dealerships. These restrictions also may impede our ability to raise required capital or to issue our stock as consideration for future acquisitions.

 

Item 1B.  Unresolved Staff Comments

 

                None

 

Item 2.  Properties

 

                The Company’s corporate headquarters are currently located in New Braunfels, Texas.  As of December 2007, the Company also owns or leases numerous facilities relating to our operations in the following states:  Alabama, Arizona, California, Colorado, Florida, Georgia, New Mexico, Oklahoma, Tennessee and Texas.  A Rush Truck Center or Rush Equipment Center may be comprised of one or more locations, generally in close proximity, in the same metropolitan area.  These facilities consist primarily of office space, display lots, service facilities, parking lots and offices.  The Company believes that its facilities are sufficient for its current needs and are in good condition in all material respects.

 

                The Company’s insurance agency occupies approximately 7,000 square feet of leased space in San Antonio, Texas; 2,000 square feet of leased space in Winter Garden, Florida; 800 square feet of leased space in Chino, California; and 2,440 square feet of leased space in Laguna Niguel, California. The Company leases a hangar in New Braunfels, Texas for the corporate aircraft.  The Company also owns and operates a hunting ranch of approximately 9,500 acres in Cotulla, Texas.  The Company uses the ranch for client development purposes and sells hunting trips on the ranch.

 

Item 3.  Legal Proceedings

 

From time to time, we are involved in litigation arising out of the Company’s 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 the Company’s financial condition. We believe that there are no claims or litigation pending, the outcome of which could have a material adverse effect on the Company’s 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 results of operations for the fiscal period in which such resolution occurred.

 

Item 4.  Submission of Matters to a Vote of Security Holders

 

No matters were submitted to a vote of the Company’s shareholders during the fourth quarter of the fiscal year ended December 31, 2007.

 

 

17



 

PART II

 

Item 5.  Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities

 

Our common stock trades on The NASDAQ Global Select MarketSM under the symbols RUSHA and RUSHB.

 

The following table sets forth the high and low sales prices for the Class A Common Stock and Class B Common Stock for the fiscal periods indicated and as quoted on The NASDAQ Global Select MarketSM.

 

 

 

2007

 

2006

 

 

 

High

 

Low

 

High

 

Low

 

Class A Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Quarter

 

$

13.65

 

$

11.07

 

$

13.03

 

$

9.89

 

Second Quarter

 

17.12

 

12.66

 

13.26

 

10.63

 

Third Quarter

 

19.95

 

14.55

 

12.79

 

9.84

 

Fourth Quarter

 

18.85

 

13.97

 

12.65

 

10.99

 

 

 

 

 

 

 

 

 

 

 

Class B Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Quarter

 

$

12.93

 

$

10.34

 

$

12.37

 

$

9.55

 

Second Quarter

 

16.23

 

11.93

 

12.57

 

9.95

 

Third Quarter

 

18.86

 

14.09

 

11.96

 

9.24

 

Fourth Quarter

 

18.58

 

13.81

 

11.80

 

10.24

 

 

As of March 6, 2008, there were approximately 47 record holders of the Class A common stock and approximately 50 record holders of the Class B common stock and approximately 5,203 beneficial holders of the Class A common stock and Class B common stock.

 

On September 20, 2007, our Board of Directors declared a 3-for-2 stock split of the Class A common stock and Class B common stock, to be effected in the form of a stock dividend. On October 10, 2007, Rush Enterprises, Inc. distributed one additional share of stock for every two shares of Class A common stock and Class B common stock held by shareholders of record as of October 1, 2007.  The high and low sales prices set forth above have been adjusted and restated to reflect the stock dividend as if it occurred on the first day of the earliest period presented.

 

Other than the stock dividend in connection with the stock split described above, the Company did not pay dividends during the fiscal year ended December 31, 2007 or the fiscal year ended December 31, 2006.  The Board of Directors intends to retain any earnings of the Company to support operations and to finance expansion and does not intend to pay cash dividends in the foreseeable future. Any future determination as to the payment of dividends will be at the discretion of the Board of Directors of the Company and will depend on the Company’s financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant.

 

The Company has not sold any securities in the last three years that were not registered under the Securities Act.

 

No shares of the Company’s Class A common stock or Class B common stock were purchased by or on behalf of the Company or any affiliated purchaser in the fourth quarter of 2007.

 

Information regarding the Company’s equity compensation plans is incorporated by reference from Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters,” of this annual report on Form 10-K, and should be considered an integral part of this Item 5.

 

 

18



 

Item 6.  Selected Financial Data

 

The information below was derived from the audited consolidated financial statements included in this report and reports we have previously filed with the SEC. This information should be read together with those consolidated financial statements and the notes to those consolidated financial statements. These historical results are not necessarily indicative of the results to be expected in the future. The selected financial data presented below may not be comparable between periods in all material respects or indicative of the Company’s future financial position or results of operations due primarily to acquisitions and discontinued operations which occurred during the periods presented. See Note 16 to the Company’s Consolidated Financial Statements for a discussion of such acquisitions.  The selected financial data presented below should be read in conjunction with the Company’s other financial information included elsewhere herein.

 

 

 

Year Ended December 31,

 

 

 

2007

 

2006

 

2005

 

2004

 

2003

 

SUMMARY OF INCOME STATEMENT DATA

 

(in thousands, except per share amounts)

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

New and used truck sales

 

$1,393,253

 

$1,780,418

 

$1,400,736

 

$738,225

 

$501,757

 

Parts and service

 

480,611

 

441,424

 

365,908

 

285,206

 

249,818

 

Construction equipment sales

 

74,986

 

59,545

 

41,692

 

32,305

 

28,263

 

Lease and rental

 

52,103

 

41,776

 

33,975

 

27,193

 

25,847

 

Finance and insurance

 

21,663

 

19,197

 

15,356

 

7,909

 

6,286

 

Other

 

8,163

 

8,163

 

7,103

 

4,141

 

3,361

 

Total revenues

 

2,030,779

 

2,350,523

 

1,864,770

 

1,094,979

 

815,332

 

Cost of products sold

 

1,678,711

 

1,997,856

 

1,582,078

 

909,837

 

662,082

 

Gross profit

 

352,068

 

352,667

 

282,692

 

185,142

 

153,250

 

Selling, general and administrative

 

240,661

 

230,056

 

188,667

 

141,947

 

124,207

 

Depreciation and amortization

 

14,935

 

12,889

 

10,487

 

9,119

 

8,929

 

Operating income from continuing operations

 

96,472

 

109,722

 

83,538

 

34,076

 

20,114

 

Interest expense, net

 

14,909

 

15,718

 

12,895

 

5,950

 

6,348

 

Gain on sale of assets

 

239

 

54

 

495

 

624

 

1,984

 

Income from continuing operations before income taxes

 

81,802

 

94,058

 

71,138

 

28,750

 

15,750

 

Provision for income taxes

 

30,310

 

35,272

 

26,513

 

11,574

 

6,300

 

Income from continuing operations

 

51,492

 

58,786

 

44,625

 

17,176

 

9,450

 

(Loss) from discontinued operations, net

 

0

 

0

 

0

 

(260

)

(621

)

Net income

 

$51,492

 

$58,786

 

$44,625

 

$16,916

 

$8,829

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Share:

 

 

 

 

 

 

 

 

 

 

 

Earnings per Common Share — Basic

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$1.35

 

$1.57

 

$1.23

 

$0.73

 

$0.45

 

Net income

 

$1.35

 

$1.57

 

$1.23

 

$0.72

 

$0.42

 

Earnings per Common Share — Diluted

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$1.33

 

$1.55

 

$1.19

 

$0.69

 

$0.42

 

Net income

 

$1.33

 

$1.55

 

$1.19

 

$.068

 

$0.39

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares

 

38,059

 

37,476

 

36,303

 

23,526

 

21,063

 

Diluted weighted average shares and assumed conversions

 

38,746

 

37,890

 

37,436

 

24,911

 

22,536

 

 

 

19



 

 

 

Year Ended December 31,

 

 

 

2007

 

2006

 

2005

 

2004

 

2003

 

OPERATING DATA

 

 

 

 

 

 

 

 

 

 

 

Number of locations —

 

54

 

52

 

48

 

39

 

38

 

Unit truck sales —

 

 

 

 

 

 

 

 

 

 

 

New trucks

 

12,712

 

16,492

 

12,918

 

7,140

 

4,535

 

Used trucks

 

4,101

 

4,005

 

3,677

 

2,716

 

2,421

 

Total unit trucks sales

 

16,813

 

20,497

 

16,595

 

9,856

 

6,956

 

Truck lease and rental units

 

2,404

 

2,345

 

1,798

 

1,427

 

1,397

 

 

 

 

December 31,

 

 

 

2007

 

2006

 

2005

 

2004

 

2003

 

 

 

(in thousands)

 

BALANCE SHEET DATA

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

$

197,805

 

$

156,297

 

$

126,137

 

$

138,241

 

$

14,113

 

Inventories

 

365,947

 

484,696

 

338,212

 

189,792

 

137,423

 

Inventory included in assets held for sale

 

 

 

 

 

2,496

 

Fixed assets included in assets held for sale

 

 

 

 

 

6,328

 

Total assets

 

1,031,591

 

1,128,410

 

840,234

 

565,933

 

366,878

 

 

 

 

 

 

 

 

 

 

 

 

 

Floor plan notes payable

 

273,653

 

446,354

 

315,985

 

168,002

 

108,235

 

Line-of-credit borrowings

 

 

 

2,755

 

2,434

 

17,732

 

Long-term debt, including current portion

 

198,945

 

192,124

 

133,152

 

96,056

 

90,028

 

Capital lease obligations, including current portion

 

17,543

 

17,732

 

16,905

 

 

 

Shareholders’ equity

 

399,577

 

339,608

 

273,620

 

222,807

 

88,706

 

 

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

General

 

The Company expects industry Class 8 deliveries to continue to remain soft in 2008.  The Company anticipates that Class 8 order intake will begin to increase in the second half 2008, but deliveries will not increase significantly until the fourth quarter of 2008.  It is more difficult than ever to forecast future demand for trucks because of the current uncertainty with regard to U.S. economic conditions and the uncertainty regarding the magnitude of the pre-buy in anticipation of the 2010 emissions regulations.  There have historically been large pre-buys of Class 8 trucks in the periods prior to the implementation of new emissions standards due to uncertainties regarding the price, performance and reliability of equipment designed to meet the new standards.  The magnitude of the 2008 and 2009 pre-buy in anticipation of the 2010 emissions regulations, if any, will depend upon the general economic conditions in the U.S., among other factors.    A.C.T. Research Co., LLC (“A.C.T. Research”), a truck industry data and forecasting service provider, currently predicts retail sales of Class 8 trucks of approximately 157,000 units in 2008 compared to 156,000 units in 2007.  However, we believe that U.S. Class 8 truck sales may be 5% to 10% less than the 156,000 units sold in 2007, if general economic conditions in the U.S. do not begin to improve.

 

While industry deliveries of U.S. Class 8 units were down 46.2% for 2007, according to A.C.T. Research, the Company’s Class 8 deliveries were only down 38.7%.  The Company’s Class 4 through 7 (medium-duty) truck sales increased 16.8% during 2007 compared to the industry’s overall decrease of 11.0%.  The increase in medium-duty truck sales was a direct result of recent acquisitions and the Company’s focus to penetrate the medium-duty market segment in recent years by providing a knowledgeable, dedicated sales staff and offering a breadth of products to meet the varied needs of the medium-duty customer base.  The Company expects long-term growth in this segment as their medium-duty franchises mature in their respective markets and the Company strengthens relationships with its customers in this segment.

 

The Company’s parts, service and body shop sales increased 8.9% in 2007 compared to 2006.  The Company’s truck dealerships overall absorption rate was 104.5%, in 2007 compared to 105.2% in 2006, while same store absorption rate remained flat at 105.2% in 2007 compared to 2006.

 

20



 

In 2007, the Company increased its construction equipment segment revenue by 26% as the Company continued efforts to increase John Deere’s market share in the Houston construction equipment market.

 

The Company is continuing its strategic focus to improve the quality of earnings by building a network that is diverse in product offerings, customer base and geography.

 

Stock Dividend

 

                On September 20, 2007, our shareholders approved an amendment to Rush Enterprises, Inc.’s Restated Articles of Incorporation increasing the total number of authorized shares of Class A common stock from 40,000,000 to 60,000,000 and total number of authorized shares of Class B common stock from 10,000,000 to 20,000,000.  On the same date, our Board of Directors declared a 3-for-2 stock split of the Class A common stock and Class B common stock, to be effected in the form of a stock dividend. On October 10, 2007, Rush Enterprises, Inc. 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 October 1, 2007.  All share and per share data (except par value) in this Form 10-K have been adjusted and restated to reflect the stock dividend as if it occurred on the first day of the earliest period presented.

 

Critical Accounting Policies and Estimates

 

          The Company’s discussion and analysis of its financial condition and results of operations are based on the Company’s consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements requires the Company 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. The Company believes the following accounting policies, which are also described in Note 2 of the Notes to the Consolidated Financial Statements, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

 

          Inventories

 

                Inventories are stated at the lower of cost or market value. Cost is determined by specific identification for new and used truck and construction equipment inventory and by the first-in, first-out method for tires, parts and accessories.  An allowance is provided when it is anticipated that cost will exceed net realizable value.

 

          Goodwill

 

                As stated in Note 2 of the Notes to the Consolidated Financial Statements, Financial Accounting Standards Board Statement No. 142 (“SFAS 142”) provides that goodwill and other intangible assets that have indefinite useful lives will not be amortized, but instead must be tested at least annually for impairment, and intangible assets that have finite useful lives should continue to be amortized over their useful lives. SFAS 142 also provides specific guidance for testing goodwill and other nonamortized intangible assets for impairment. SFAS 142 requires management to make certain estimates and assumptions in order to allocate goodwill to reporting units and to determine the fair value of a reporting unit’s net assets and liabilities, including, among other things, an assessment of market condition, projected cash flows, interest rates and growth rates, which could significantly impact the reported value of goodwill and other intangible assets. SFAS 142 requires, in lieu of amortization, an annual impairment review of goodwill. The Company did not record an impairment charge related to the goodwill for its continuing operations as a result of its December 31, 2007, impairment review.

 

          Revenue Recognition Policies

 

                Income on the sale of a vehicle or a piece of construction equipment is recognized when the customer executes a purchase contract with us, the unit has been delivered to the customer and there are no significant uncertainties related to financing or collectibility. Lease and rental income is recognized over the period of the related lease or rental agreement. Parts and service revenue is earned at the time the Company sells the parts to its customers or at the time the Company completes the service work order related to service provided to the customer’s unit. Payments received on prepaid maintenance plans are deferred as a component of accrued expenses and recognized as income when the maintenance is performed.

 

 

21



 

          Finance and Insurance Revenue Recognition

 

                Finance income related to the sale of a unit is recognized when the finance contract is sold to a finance company.  During 2007, 2006 and 2005, finance contracts were not retained by the Company for any significant length of time because finance contracts are generally sold to finance companies concurrent with the sale of the related unit. The majority of finance contracts are sold without recourse against the Company.  A majority of the Company’s liability related to finance contracts sold with recourse is generally limited to 5% to 20% of the outstanding amount of each note initiated on behalf of the finance company.The Company arranges financing for customers through various retail funding sources and receives a commission from the lender equal to either the difference between the interest rates charged to customers over the predetermined interest rates set by the financing institution or a commission for the placement of contracts. The Company also receives commissions from the sale of various insurance products and extended service contracts to customers.  Revenue is recognized by the Company upon the sale of such finance and insurance contracts to the finance and insurance companies net of a provision for estimated repossession losses and interest charge backs on finance contracts. The Company is not the obligor under any of these underlying contracts. In the case of finance contracts, a customer may prepay, or fail to pay, thereby terminating the underlying contract. If the customer terminates a retail finance contract or other insurance product prior to scheduled maturity, a portion of the commissions previously paid to the Company may be charged back to the Company depending on the terms of the relevant contracts. The estimate of ultimate charge back exposure is based on the Company’s historical charge back expense arising from similar contracts, including the impact of refinance and default rates on retail finance contracts and cancellation rates on other insurance products. The actual amount of historical charge-backs has not been significantly different than the Company’s estimates.

 

                Insurance Accruals

 

                The Company is partially self-insured for medical, workers compensation, and property and casualty insurance and calculates a reserve for those claims that have been incurred but not reported and for the remaining portion of those claims that have been reported. The Company uses information provided by third-party administrators to determine the reasonableness of the calculations it performs.

 

                Accounting for Income Taxes

 

                Significant management 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 state deferred income tax assets are reviewed quarterly and management’s judgment is applied to determine the amount of valuation allowance required in any given period.

 

                Additionally, despite the Company’s belief that its tax return positions are consistent with applicable tax law, management believes that certain positions may be challenged by taxing authorities.  Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations.

 

                In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”).  FIN 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.”   Effective January 1, 2007 the Company adopted FIN 48.  Fin 48 clarified the accounting for uncertainty in income taxes recognized in the financial statements by prescribing a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return.  FIN 48 prescribes how a company should recognize, measure, present and disclose uncertain tax positions that the company has taken or expects to take in its income tax returns.  FIN 48 requires that only income tax benefits that meet the “more likely than not” recognition threshold be recognized or continue to be recognized on its effective date.  The Company’s income tax expense includes the impact of reserve provisions and changes to reserves that it considers appropriate, as well as related interest.  Unfavorable settlement of any particular issue would require use of the Company’s cash and a charge to income tax expense.  Favorable resolution would be recognized as a reduction to income tax expense at the time of resolution.

 

          For additional information regarding the adoption of FIN 48, see Note 14 of Notes to the Consolidated Financial Statements.

 

22



 

Stock Based Compensation

 

                On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123(R)”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including grants of stock options and employee stock purchases under the Company’s Employee Stock Purchase Plan based on estimated fair values. SFAS 123(R) supersedes the Company’s previous accounting under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) for periods beginning in 2006.  In March 2005, the SEC issued Staff Accounting Bulletin No. 107 relating to SFAS 123(R).

 

                The Company adopted SFAS 123(R) using the modified prospective transition method, which requires the application of the accounting standard as of January 1, 2006.  The Company’s Consolidated Financial Statements as of December 31, 2007, and 2006 reflect the impact of SFAS 123(R).  Stock-based compensation expense related to stock options and employee stock purchases under SFAS 123(R) for the year ended December 31, 2007, was $3.4 million and for the year ended December 31, 2006, was $2.6 million.  In accordance with the modified prospective transition method, the Company’s Consolidated Financial Statements for prior periods have not been restated to reflect, and do not include, the impact of SFAS 123(R).

 

                SFAS 123(R) requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model.  The fair value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Consolidated Statement of Operations.  Prior to the adoption of SFAS 123(R), the Company accounted for stock-based awards to employees and directors using the intrinsic value method in accordance with APB 25 as allowed under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”).  Under the intrinsic value method, no stock-based compensation expense had been recognized in the Company’s Consolidated Statement of Operations because the exercise price of the Company’s stock options granted to employees and directors equaled the fair market value of the underlying stock at the date of grant.

 

                Stock-based compensation expense recognized during 2007 and 2006 is based on the fair value of the portion of share-based payment awards that is ultimately expected to vest during the period.  In conjunction with the adoption of SFAS 123(R), compensation expense for all share-based payment awards is recognized using the straight-line single-option method.  As stock-based compensation expense recognized in the Consolidated Statement of Operations for 2007 and 2006 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures.  SFAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.  In the Company’s pro forma information required under SFAS 123 for the periods prior to 2006, the Company accounted for forfeitures as they occurred.

 

                Upon adoption of SFAS 123(R), the Company continues to use the Black-Scholes option-pricing model which was previously used for the Company’s pro forma information required under SFAS 123.  For additional information, see Note 12.  The Company’s determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables.  These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected stock option exercise behaviors.  Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable.  Because the Company’s stock options have certain characteristics that are significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, in management’s opinion, the existing valuation models may not provide an accurate measure of the fair value of the Company’s stock options.  Although the fair value of stock options is determined in accordance with SFAS 123(R) using an option-pricing model, that value may not be indicative of the fair value observed in a market transaction between a willing buyer and a willing seller.

 

New Accounting Standards

 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”).  SFAS No. 159 allows entities the option to measure eligible financial instruments at fair value as of specified dates.  Such election, which may be applied on an instrument by instrument basis, is typically irrevocable once elected.  SFAS 159 is effective for fiscal years beginning after November 15, 2007, and early application is allowed under certain circumstances.  The Company did not elect to measure eligible financial instruments at fair value as specified in SFAS No. 159.

 

 

23



 

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS 141(R)”), which establishes principles and requirements for how the acquirer:  (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  SFAS 141(R) requires contingent consideration to be recognized at its fair value on the acquisition date and, for certain arrangements, changes in fair value to be recognized in earnings until settled.  SFAS 141(R) also requires acquisition-related transaction and restructuring costs to be expensed rather than treated as part of the cost of the acquisition.  SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  The Company does not expect the adoption of SFAS No. 141(R) to have a significant impact on its consolidated results of operations and financial position.

 

Key Performance Indicator

 

Absorption Rate. The management of the Company uses several performance metrics to evaluate the performance of its dealerships.  The Company considers its “absorption rate” to be of critical importance.  Absorption rate is calculated by dividing the gross profit from the parts, service and body shop departments by the overhead expenses of all of a dealership’s departments, except for the selling expenses of the new and used truck departments and carrying costs of new and used truck inventory.  When 100% absorption is achieved, then gross profit from the sale of a truck, after sales commissions and inventory carrying costs, directly impacts operating profit.  In 1999, the Company’s truck dealerships absorption rate was approximately 80%.  The Company has made a concerted effort to increase its absorption rate since then.  Management believes that maintaining an absorption rate in excess of 100% is critical to the Company’s ability to generate consistent earnings in a cyclical business.  The Company’s truck dealerships achieved a 104.5% absorption rate in 2007.

 

 

24



 

Results of Operations

 

The following discussion and analysis includes the Company’s historical results of operations for 2007, 2006 and 2005.

 

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

 

 

 

Year Ended December 31,

 

 

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

New and used truck sales

 

68.6

%

75.8

%

75.1

%

Parts and service

 

23.7

 

18.8

 

19.6

 

Construction equipment sales

 

3.7

 

2.5

 

2.3

 

Lease and rental

 

2.5

 

1.8

 

1.8

 

Finance and insurance

 

1.1

 

0.8

 

0.8

 

Other

 

0.4

 

0.3

 

0.4

 

Total revenues

 

100.0

 

100.0

 

100.0

 

 

 

 

 

 

 

 

 

Cost of products sold

 

82.7

 

85.0

 

84.8

 

Gross profit

 

17.3

 

15.0

 

15.2

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

11.9

 

9.8

 

10.1

 

Depreciation and amortization

 

0.7

 

0.5

 

0.6

 

Operating income

 

4.7

 

4.7

 

4.5

 

Interest expense, net

 

0.7

 

0.7

 

0.7

 

Income before income taxes

 

4.0

 

4.0

 

3.8

 

Income taxes

 

1.5

 

1.5

 

1.4

 

Net income

 

2.5

%

2.5

%

2.4

%

 

                The following table sets forth the unit sales and revenue for new heavy-duty, new medium-duty and used trucks and the absorption rate for the years indicated (revenue in thousands):

 

 

 

 

 

 

 

 

 

% Change

 

 

 

2007

 

2006

 

2005

 

2007
vs
2006

 

2006
vs
2005

 

Truck unit sales:

 

 

 

 

 

 

 

 

 

 

 

New heavy-duty trucks

 

7,230

 

11,799

 

10,111

 

-38.7

%

16.7

%

New medium-duty trucks

 

5,482

 

4,693

 

2,807

 

16.8

%

67.2

%

Total new trucks

 

12,712

 

16,492

 

12,918

 

-22.9

%

27.7

%

 

 

 

 

 

 

 

 

 

 

 

 

Used trucks

 

4,101

 

4,005

 

3,677

 

2.4

%

8.9

%

 

 

 

 

 

 

 

 

 

 

 

 

Truck revenue:

 

 

 

 

 

 

 

 

 

 

 

New heavy-duty trucks

 

$

871.8

 

$

1,317.9

 

$

1,074.4

 

-33.8

%

22.7

%

New medium-duty trucks

 

289.4

 

253.0

 

158.0

 

14.4

%

60.1

%

Total new trucks

 

$

1,161.2

 

$

1,570.9

 

$

1,232.4

 

-26.1

%

27.5

%

 

 

 

 

 

 

 

 

 

 

 

 

Used trucks

 

$

211.7

 

$

191.9

 

$

160.5

 

10.3

%

19.6

%

 

 

 

 

 

 

 

 

 

 

 

 

Other (1)

 

$

20.4

 

$

17.6

 

$

7.8

 

15.9

%

125.6

%

 

 

 

 

 

 

 

 

 

 

 

 

Truck dealership absorption rate:

 

104.5

%

105.2

%

100.4

%

-0.7

%

4.8

%


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

 

 

25



 

Industry

 

                We currently operate in the heavy- and medium-duty truck and construction equipment markets. There has historically been a high correlation in both of these markets between new product sales, the rate of change in U.S. industrial production and the U.S. gross domestic product.

 

Heavy-Duty Truck Market

 

          The Company serves the southern U.S. retail heavy-duty truck market, which is affected by a number of factors relating to general economic conditions, including fuel prices, government regulation, interest rate fluctuations, economic recessions and customer business cycles. In addition, unit sales of new trucks have historically been subject to substantial cyclical variation based on such general economic conditions.  According to data published by A.C.T. Research, in recent years total domestic retail sales of new Class 8 trucks have ranged from a low of approximately 140,000 in 2001 to a high of approximately 291,000 in 2006.  Class 8 trucks are defined by the American Automobile Association as trucks with a minimum gross vehicle weight rating above 33,000 pounds.  The Company’s share of the U.S. Class 8 truck sales market was approximately 4.6% in 2007, up from 4.1% in 2006.

 

          Typically, Class 8 trucks are assembled by manufacturers utilizing certain components manufactured by other companies, including engines, transmissions, axles, wheels and other components. As trucks and truck components have become increasingly complex, the ability to provide state-of-the-art service for a wide variety of truck equipment has become a competitive factor in the industry. The ability to provide such service requires a significant capital investment in diagnostic and other equipment, parts inventory and highly trained service personnel. Environmental Protection Agency (“EPA”) and U.S. Department of Transportation (“DOT”) regulatory guidelines for service processes, including body shop, paint work and waste disposal, require sophisticated operating and testing equipment to ensure compliance with environmental and safety standards. Additionally, we believe that more of our customers will lease Class 8 trucks as fleets, particularly private fleets, seek to establish full-service leases or rental contracts, which provide for turnkey service including parts, maintenance and, potentially, fuel, fuel tax reporting and other services. Differentiation between truck dealers has become less dependent on pure price competition and is increasingly based on a dealer’s ability to offer a wide variety of services to their clients. Such services include the following: efficient, conveniently located and easily accessible truck service centers with an adequate supply of replacement parts; financing for truck purchases; leasing and rental programs; and the ability to accept multiple unit trade-ins related to large fleet purchases. We believe our one-stop center concept and the size and geographic diversity of our dealer network gives us a competitive advantage in providing these services.

 

          A.C.T. Research currently estimates approximately 157,000 new Class 8 trucks will be sold in the United States in 2008, compared to approximately 156,000 new trucks sold in 2007.  We believe that A.C.T. Research’s estimates for 2008 Class 8 truck sales may be somewhat aggressive.  If general economic conditions in the U.S. do not improve in the first half of 2008, we believe 2008 U.S. Class 8 truck sales could decrease 5% to 10% compared to 2007.  A.C.T. Research currently forecasts sales of Class 8 trucks in the U.S. to be approximately 235,000 in 2009 and 187,000 in 2010.

 

Medium-Duty Truck Market

 

          Many of our Rush Truck Centers sell medium-duty trucks manufactured by Peterbilt, GMC, Hino, UD, Ford or Isuzu, and all of our Rush Truck Centers provide parts and service for medium-duty trucks. Medium-duty trucks are principally used in short-haul, local markets as delivery vehicles. Medium-duty trucks typically operate locally and generally do not venture out of their service areas overnight. The nature of the medium-duty truck market promotes the use of our service facilities during our evening shift, which is traditionally a slow period for heavy-duty truck service.

 

A.C.T. Research currently forecasts sales of Class 4 through 7 trucks in the U.S. to be approximately 243,000 in 2008 compared to 247,000 in 2007.  A.C.T. Research currently forecasts sales of Class 4 through 7 trucks in the U.S. to be approximately 265,000 in 2009 and 250,000 in 2010.  See Note 16 to the Company’s Consolidated Financial Statements for a discussion of the Company’s medium-duty acquisitions in 2007.

 

Construction Equipment Market

 

          Our Rush Equipment Center is an authorized John Deere construction equipment dealer serving Houston, Texas and the surrounding area.  According to data compiled by John Deere, approximately 2,949 units of construction equipment were put into use in our area of responsibility in 2007 compared to 2,585 in 2006.  In 2008, we expect new construction

 

26



 

equipment unit sales to decrease approximately 7% to 10% in our area of responsibility to approximately 2,700 units.  John Deere’s market share in the Houston area construction equipment market, which includes shipments of John Deere equipment to customers that did not purchase such equipment from the Rush Equipment Center, increased to 22.2% in the in 2007 from 21.9% in 2006.  The Company’s market share in the Houston area construction equipment market increased to 18.4% in 2007 from 17.8% in 2006.  Our Rush Equipment Center has the right to sell new John Deere construction equipment and parts within its assigned area of responsibility, which means competition within its market comes primarily from dealers of competing manufacturers and rental companies.

 

          John Deere equipment users are a diverse group that includes residential and commercial construction businesses, independent rental companies, utility companies, government agencies, and various petrochemical, industrial and material supply businesses. Industry statistics suggest that a majority of all construction equipment is owned by a relatively small percentage of the customer base. Accordingly, John Deere and its dealer group, including the Rush Equipment Center, are aggressively developing more sophisticated ways to serve large equipment fleet owners.

 

          Market factors affecting the construction equipment industry include the following:

 

·                  levels of commercial, residential, and public construction activities; and

 

·                  state and federal highway and road construction appropriations.

 

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

 

Revenues

 

          Revenues decreased $319.7 million, or 13.6%, in 2007 compared to 2006.  Sales of new and used trucks decreased $387.2 million, or 21.7%, in 2007 compared to 2006.  This decrease in new and used truck revenue is primarily due to decreased sales of new Class 8 trucks due to the diesel engine emissions guidelines that caused a pre-buy of Class 8 trucks in 2006 and has decreased demand for new Class 8 trucks with engines built subsequent to January 1, 2007. Uncertain economic conditions in the U.S. and decreased freight demand also contributed to decreased demand for Class 8 trucks in 2007.  The decrease was offset by increased sales of medium-duty trucks primarily due to acquisitions, and increased demand for used trucks.

 

            Unit sales of new Class 8 trucks decreased 38.7% in 2007 compared to 2006.  According to A.C.T. Research, the U.S. Class 8 truck market decreased 46.2% in 2007 compared to 2006.  In 2007, the Company’s share of the U.S. Class 8 truck market increased to 4.6% compared to 4.1% in 2006.  The Company expects its share to range between 4.1% and 4.6% of the U.S. Class 8 truck market in 2008, which would result in the sale of approximately 6,500 – 7,200 Class 8 trucks based on our current retail sales estimates of 145,000 to 156,000 units.

 

            Unit sales of new medium-duty trucks increased 16.8% in 2007 compared to 2006Acquisitions during the past eighteen months contributed to this increase in unit sales of medium-duty trucks.  Overall, new medium-duty truck sales revenue increased approximately $36.4 million, or 14.4%, in 2007 compared to 2006.  A.C.T. Research currently expects a 1.4% decline in United States retail sales of Class 4, 5, 6, and 7 medium-duty trucks during 2008.  In 2007, the Company achieved a 2.2% share of the Class 4 through 7 truck sales market in the U.S.  The Company expects its share to be approximately 2.2% of the U.S. Class 4 through 7 truck sales market in 2008, which would result in the sale of approximately 5,000 – 5,500 Class 4 through 7 trucks based on A.C.T. Research’s current 2008 U.S. retail sales estimates of 243,000 units.

 

            Unit sales of used trucks increased 2.4% in 2007 compared to 2006.  Used truck average revenue per unit increased by approximately 7.7%.  In 2008, used truck sales volumes and prices will be primarily driven by the number of trade-in units we receive.  The Company expects to sell approximately 3,800 – 4,100 used trucks in 2008.

 

                Parts and service sales increased $39.2 million, or 8.9%, in 2007 compared to 2006.  Same store parts and service sales increased $25.7 million, or 5.8%, in 2007 compared to 2006.  The parts and service sales increase was consistent with management’s expectations, which take into account general economic conditions, successful business development, acquisitions and price increases for parts and labor.  The Company expects parts and service sales to achieve a 5% – 8% same store growth level during 2008.

 

27



 

                Sales of new and used construction equipment increased $15.4 million, or 25.9%, in 2007 compared to 2006.  During 2007, the Company continued its concerted effort to increase its market share in the Houston area.  According to data compiled by John Deere, approximately 2,949 units of construction equipment were put into use in our area of responsibility in 2007 compared to 2,585 in 2006.  In 2008, we expect new construction equipment unit sales to decrease approximately 7% to 10% in our area of responsibility to approximately 2,700 units. The Company believes it can maintain its market share in the Houston area at approximately 18.0% – 20.0% for the year ended 2008.

 

Truck lease and rental revenues increased $10.3 million, or 24.7%, in 2007 compared to 2006.  This increase in lease and rental revenue is consistent with management’s expectations, considering the increased number of units put into service in the rental fleet during the last quarter of 2006.  The lease and rental fleet increased approximately 2.5% to 2,404 units at December 31, 2007 from 2,345 units at December 31, 2006.  The Company expects lease and rental revenue to increase approximately 2% – 5% in 2008 compared to 2007.

 

            Finance and insurance revenues increased $2.5 million, or 12.8%, in 2007 compared to 2006.  This increase is due to the Company arranging financing on a higher percentage of trucks it sold during 2007 than during 2006 and to a $1.4 million nonrecurring reserve release related to the Company’s new early repayment charge back program.  The Company expects to be charged fewer early repayment penalties under this new program that was put into place in May 2007. See Note 15 of the Notes to Consolidated Financial Statements for a discussion of the new program.  The Company expected finance income from new Class 8 truck sales to decrease during 2007 compared to 2006 because of the expected decline in new Class 8 truck sales.  However, this decrease was offset by increases in finance revenue from medium-duty truck sales, the nonrecurring reserve release, and insurance revenue resulting from product expansion and recent acquisitions.  The Company expects overall finance and insurance revenue to fluctuate proportionately in 2008 with the new Class 8 truck market.  Finance and insurance revenues have limited direct costs and, therefore, contribute a disproportionate share of the Company’s operating profits.

 

                Other income remained flat at $8.2 million in 2007 compared to 2006.  Other income consists of the gain on sale realized on trucks from the lease and rental fleet, commissions earned from John Deere for direct manufacturer sales into our area of responsibility, document fees related to truck sales and purchase discounts.

 

Gross Profit

 

                Gross profit decreased $0.6 million, or 0.2%, in 2007 compared to 2006.  Gross profit as a percentage of sales increased to 17.3% in 2007 from 15.0% in 2006.  This increase is primarily a result of a change in our product sales mix.  Truck sales, a lower margin revenue item, decreased as a percentage of total revenue to 68.6% in 2007 from 75.7% in 2006.  Parts and service revenue, a higher margin revenue item, increased as a percentage of total revenue to 23.7% in 2007 from 18.8% in 2006.

 

            Gross margins on Class 8 truck sales increased to 8.6% in 2007 from 7.2% in 2006.  The Company’s 2007 gross margins on Class 8 trucks increased because a larger percentage of sales were to non-fleet customers.  For 2008, the Company expects overall gross margins from Class 8 truck sales of approximately 7.0% to 8.0%.  The Company continually evaluates its reserve for new truck valuation losses.  The Company recorded an expense of $3.3 million to increase its new heavy-duty truck valuation allowance in 2007 and $1.3 million in 2006.

 

          Gross margins on medium-duty truck sales decreased to 5.5% in 2007 from 5.7% in 2006.  For 2008, the Company expects overall gross margins from medium-duty truck sales of approximately 5.5% to 6.5%.  The Company’s gross margins on medium-duty trucks are difficult to forecast accurately because gross margins vary significantly depending upon the mix of fleet and non-fleet purchasers and types of medium-duty trucks sold.  The Company recorded an expense of $2.8 million to increase its new medium-duty truck valuation allowance in 2007 and $1.6 million in 2006.

 

          Gross margins on used truck sales decreased to 8.6% in 2007 from 9.1% in 2006.  The challenge for the Company’s used truck business is always procuring a sufficient quantity of quality used trucks for resale at acceptable prices.  The Company believes it will be able to continue to achieve margins of approximately 8.5% to 9.5% during 2008.  The Company continually evaluates its reserve for used truck valuation losses.  The Company recorded an expense of $2.9 million to increase its used truck valuation allowance in 2007 and $0.4 million in 2006.

 

                Gross margins from the Company’s parts, service and body shop operations decreased to 40.9% in 2007 from 41.1% in 2006.  Gross profit for the parts, service and body shop departments increased to $196.7 million in 2007 from

 

28



 

 $181.6 million in 2006.  The Company expects gross margins on parts, service and body shop operations of approximately 39.0% to 41.0% during 2008.

 

                Gross margins on new and used construction equipment sales decreased to 11.0% in 2007 from 11.8% in 2006.  The lower gross margins for 2007 are due to the Company’s efforts to increase its market share in the Houston area.  Additionally, gross margins on new and used construction equipment can fluctuate depending on the mix of products sold.  The Company expects 2008 gross margins to remain in a range of approximately 10.0% to 11.0% as the Company attempts to increase its market share.

 

            Gross margins from truck lease and rental sales decreased to 15.4% in 2007 from approximately 21.9% in 2006.    The decrease in the gross margin from lease and rental sales is primarily due to the decline in the utilization of the rental fleet, which is a result of the additions to our rental fleet in 2006.  The Company expects gross margins from lease and rental sales of approximately 15.0% to 18.0% during 2008.  The Company’s policy is to depreciate its lease and rental fleet using a straight line method over the 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.

 

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

 

Selling, General and Administrative Expenses

 

          Selling, General and Administrative (“SG&A”) expenses increased $10.6 million, or 4.6%, in 2007 compared to 2006.  SG&A expenses as a percentage of sales increased to 11.9% in 2007 from 9.8% in 2006.  SG&A expenses as a percentage of sales have historically ranged from 10.0% to 15.0%.  In 2007, the selling portion of SG&A expenses, which consists primarily of commissions on truck sales, decreased 12.6% and the general and administrative portion of SG&A increased 7.3% compared to 2006.  In 2008, the Company expects the selling portion of SG&A expenses to be approximately 30% - 33% of new and used truck gross profit.  The selling portion of SG&A varies based on the gross profit derived from truck sales.  The general and administrative portion of SG&A will increase approximately 5% - 8% due to the full year effect of 2007 acquisitions and inflation.  The Company has taken action to reduce overhead expenses to a level more reflective of our needs given the expected business activity in 2008.

 

Interest Expense, Net

 

          Net interest expense decreased $0.8 million, or 5.1%, in 2007 compared to 2006.  In 2007, floor plan interest expense decreased compared to 2006 primarily due to the decrease in floor plan notes payable.  To take advantage of increased truck demand in 2006, the Company maintained higher levels of truck inventory than it has traditionally maintained, which increased the Company’s floor plan notes payable in 2006 and the first half of 2007.  The decrease in net interest expense in 2007 was compounded by earnings on the Company’s investment of available cash.  Due to lower floor plan liability, lower floor plan interest rates and our increase in available cash, the Company expects net interest expense in 2008 to decrease approximately 30.0% compared to 2007.

 

Income Before Income Taxes

 

          Income before income taxes decreased $12.3 million, or 13.0%, in 2007 compared to 2006, as a result of the factors described above.  The Company believes that income from continuing operations in 2008 will slightly decrease compared to 2007 based on the factors described above.

 

Income Taxes

 

          Income taxes decreased $5.0 million, or 14.1%, in 2007 compared to 2006.  The Company provided for taxes at a 37.0% effective rate in 2007 and expects the effective tax rate to be approximately 37.5% in 2008.

 

29



 

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

 

Revenues

 

          Revenues increased $485.8 million, or 26.0%, in 2006 compared to 2005.  Sales of new and used trucks increased $379.7 million, or 27.1%, in 2006 compared to 2005.  This increase in new and used truck revenue is due to strong demand for Class 8 trucks, increased sales of medium-duty trucks due to acquisitions and strong demand, and strong demand for used trucks.

 

                Unit sales of new Class 8 trucks increased 16.7% in 2006 compared to 2005.   The Class 8 truck sales market in the U.S increased 12.4% in 2006 compared to 2005.  In 2006, the Company retained a 4.1% share of the Class 8 truck sales market in the U.S.

 

                Unit sales of new medium-duty trucks increased 67.2% in 2006 compared to 2005.  Overall, new medium-duty truck sales revenue increased approximately $95.0 million, or 60.1%, in 2006 compared to 2005.

 

                Unit sales of used trucks increased 8.9% in 2006 compared to 2005.  Used truck average revenue per unit increased by approximately 9.8%.

 

                Parts and service sales increased $75.5 million, or 20.6%, in 2006 compared to 2005.  Same store parts and service sales increased $62.6 million, or 17.1%, in 2006 compared to 2005.

 

            Sales of new and used construction equipment increased $17.9 million, or 42.8%, in 2006 compared to 2005.    Approximately 2,500 units of construction equipment were put into use in the Company’s area of responsibility in 2006 compared to approximately 2,700 in 2005.  John Deere’s market share in the Houston area construction equipment market increased to 22.7% in 2006 from 19.9% in 2005.

 

                Truck lease and rental revenues increased $7.6 million, or 22.3%, in 2006 compared to 2005.  The lease and rental fleet increased approximately 30.4% to 2,345 units at December 31, 2006 from 1,798 units at December 31, 2005.

 

                Finance and insurance revenues increased $3.8 million, or 25.0%, in 2006 compared to 2005.

 

                Other income increased $1.1 million, or 14.9%, in 2006 compared to 2005.

 

Gross Profit

 

            Gross profit increased $70.0 million, or 24.8%, in 2006 compared to 2005.  Gross profit as a percentage of sales decreased to 15.0% in 2006 from 15.2% in 2005.  Truck sales, a lower margin revenue item, increased as a percentage of total revenue to 75.8% in 2006 from 75.1% in 2005.  Parts and service revenue, a higher margin revenue item, decreased as a percentage of total revenue to 18.8% in 2006 from 19.6% in 2005.

 

                Gross margins on Class 8 truck sales increased to 7.2% in 2006 from 6.7% in 2005.  The Company recorded an expense of $1.3 million to increase its new heavy-duty truck valuation allowance in 2006 and did not record a similar expense in 2005.

 

          Gross margins on medium-duty truck sales decreased to 5.7% in 2006 from 6.2% in 2005.  The Company recorded an expense of $1.6 million to increase its new medium-duty truck valuation allowance in 2006 and did not record a similar expense in 2005.

 

          Gross margins on used truck sales remained relatively constant with a slight decrease to 9.1% in 2006 from 9.2% in 2005.  The Company recorded an expense of $350,000 to increase its used truck valuation allowance in 2006 and $150,000 in 2005.

 

            Gross margins from the Company’s parts, service and body shop operations remained constant at 41.1% in 2006 and 2005.  Gross profit for the parts, service and body shop departments increased to $181.6 million in 2006 from $150.5 million in 2005.

 

            Gross margins on new and used construction equipment sales decreased to 11.8% in 2006 from 12.4% in 2005.

 

 

30



 

                Gross margins from truck lease and rental sales decreased to 21.2% in 2006 from approximately 23.5% in 2005.  The decrease in gross margin from lease and rental sales was primarily due to increases in interest rates and increases in the cost of new trucks for use in the lease and rental fleet.

 

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

 

Selling, General and Administrative Expenses

 

        Selling, General and Administrative (“SG&A”) expenses increased $41.4 million, or 33.0%, in 2006 compared to 2005.  The increase in SG&A in 2006 was due in large part to increased sales compensation as a result of the 32.2% increase in truck gross profit over 2005, expansion of dealership facilities in Mobile, Alabama and Nashville, Tennessee, opening a new dealership in Alice, Texas and acquisitions of new dealerships in Texarkana, Texas, Orlando and Jacksonville, Florida, Atlanta, Georgia and Denver, Colorado from July of 2005 through November of 2006.  Additionally, on January 1, 2006, the Company implemented SFAS 123(R), which resulted in stock-based compensation expense of $2.6 million for 2006. SG&A expenses as a percentage of sales decreased to 9.8% in 2006 from 10.1% in 2005.

 

Interest Expense, Net

 

        Net interest expense increased $2.8 million, or 21.9%, in 2006 compared to 2005. In 2006, floor plan interest expense increased compared to 2005 primarily due to the increase in floor plan notes payable and an increase in the Company’s borrowing rate.  To take advantage of increased truck demand in 2006, the Company maintained higher levels of truck inventory than it has traditionally maintained, which increased the Company’s floor plan notes payable.  The increase in net interest expense in 2006 was offset by earnings on the Company’s investment of available cash.

 

Income Before Income Taxes

 

          Income before income taxes increased $22.9 million, or 32.2%, in 2006 compared to 2005, as a result of the factors described above.

 

Income Taxes

 

          Income taxes increased $8.8 million, or 33.0%, in 2006 compared to 2005.  The Company provided for taxes at a 37.5% effective rate in 2006.

 

Liquidity and Capital Resources

 

                The Company’s short-term cash requirements are primarily for working capital, inventory financing, the improvement and expansion of existing facilities, and the construction of new facilities.  Historically, these cash requirements have been met through the retention of profits and borrowings under our floor plan arrangements. As of December 31, 2007, the Company had working capital of approximately $197.5 million, including $187.0 million in cash available to fund our operations.

 

                The Company may request working capital advances in the minimum amount of $100,000 from GE Capital, its primary truck lender.  However, such working capital advances may not cause the total indebtedness owed GE Capital to exceed an amount equal to the wholesale advances made against the then current inventory less any payment reductions then due.  There were no working capital advances outstanding under this agreement at December 31, 2007.

 

            The Company has a secured line of credit that provides for a maximum borrowing of $8.0 million.  There were no advances outstanding under this secured line of credit at December 31, 2007, however, $6.2 million was pledged to secure various letters of credit related to self-insurance products, leaving $1.8 million available for future borrowings as of December 31, 2007

 

                Titan Technology Partners is currently implementing SAP enterprise software and a new SAP dealership management system for the Company.  The cost of the SAP software and implementation is estimated at $15.0 million.  During 2007, the Company had expenditures of $10.9 related to the SAP project.  The Company has no other material commitments for

 

 

31



 

capital expenditures as of December 31, 2007.  However, the Company will continue to purchase vehicles that are necessary to operate its lease and rental division. Furthermore, management will continue to authorize capital expenditures for improvement and expansion of dealership facilities based on market opportunities.

 

Cash Flows

 

Cash and cash equivalents increased by $25.5 million during the year ended December 31, 2007 and increased by $28.5 million during the year ended December 31, 2006.  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 2007, operating activities resulted in net cash provided by operations of $258.7 million.  Cash provided by operating activities was primarily impacted by the decreased levels of new truck inventory.  The majority of truck inventory is financed through the Company’s floor plan financing provider.  The Company maintained higher levels of new truck inventory in 2006 than it has traditionally maintained, in order to take advantage of increased demand for new trucks.  During 2006, operating activities resulted in net cash used in operations of $6.9 million.

 

                The Company believes that changes in aggregate floor plan liabilities are directly linked to changes in vehicle inventory and, therefore, are an integral part of understanding changes in our working capital and operating cash flow.  Consequently, the Company has provided below a reconciliation of cash flow from operating activities as reported in our consolidated statement of cash flows as if changes in vehicle floor plan were classified as an operating activity (in thousands).

 

 

 

Year Ended December 31,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities as reported

 

$258,701

 

$(6,862

)

Draws (payments) on floor plan notes payable as reported

 

(172,701

)

120,003

 

 

 

 

 

 

 

Net cash provided by operating activities including all floor plan notes payable

 

$86,000

 

$113,141

 

 

Cash Flows from Investing Activities

 

                Cash flows from investing activities consist primarily of cash used for capital expenditures and business acquisitions.  During 2007, the Company used $67.5 million in investing activities. Capital expenditures consisted of purchases of property and equipment, and improvements to our existing dealership facilities of $65.3 million. Of this amount, $37.6 million was used to purchase additional units for the rental and leasing operations during 2007 which was directly offset by borrowings of long-term debt.  The Company expects truck purchases of approximately $40.0 million for its leasing operations in 2008 depending on customer demand.  During 2008, the Company expects to make capital expenditures for recurring items such as computers, shop equipment and vehicles of approximately $12.0 million, in addition to $2.7 million for the SAP software implementation described above.  Cash used in business acquisitions was $7.9 million during the year ended December 31, 2007.  See Note 16 of the Notes to Consolidated Financial Statements for a detailed discussion of these acquisitions.

 

                During 2006, cash used in investing activities was $141.9 million.  Capital expenditures consisted of purchases of property and equipment, and improvements to our existing dealership facilities of $116.1 million. Of this amount, $73.6 million was used to purchase additional units for the rental and leasing operations during 2006 which was directly offset by borrowings of long-term debt.  Cash used in business acquisitions was $36.1 million during the year ended December 31, 2006.  See Note 16 of the Notes to Consolidated Financial Statements for a detailed discussion of these acquisitions.

 

Cash Flows from Financing Activities

 

                Cash flows used in financing activities include borrowings and repayments of long-term debt and net payments of floor plan notes payable.  Cash used in financing activities was $165.7 million during the year ended December 31, 2007. The Company had borrowings of long-term debt of $43.2 million and repayments of long-term debt of $37.9 million during the year ended December 31, 2007.   The Company had net payments of floor plan notes payable of $172.7 million during

 

 

32



 

the year ended December 31, 2007.  The borrowings of long-term debt are primarily related to the increase in the lease and rental fleet and real estate refinancing.

 

                Cash provided by financing activities was $177.2 million during the year ended December 31, 2006. The Company had borrowings of long-term debt of $102.4 million and repayments of long-term debt of $44.3 million during the year ended December 31, 2006.   The Company had net borrowings of floor plan notes payable of $120.0 million during the year ended December 31, 2006.  The borrowings of long-term debt are primarily related to the increase in the lease and rental fleet and real estate financing.

 

                The Company arranges financing for customers through various financial institutions including GE Capital and PACCAR Financial.  The Company arranged customer financing for approximately 30% of our new and used truck sales in 2007.  The Company receives a commission from the lender equal to either the difference between the interest rates charged to customers over the predetermined interest rates set by the financing institution or a commission for the placement of contracts.  A majority of finance contracts are sold without recourse to the Company.  The Company’s liability related to finance contracts sold with recourse is generally limited to 5% to 20% of the outstanding amount of each note initiated on behalf of the finance company.  The Company provides an allowance for repossession losses and early repayment penalties that it may be liable for under finance contracts sold without recourse.

 

                In addition, through The CIT Group, CitiCapital, John Deere Credit and others, the Company arranged customer financing for approximately $47.5 million of our new and used construction equipment sales in 2007.  Generally, construction equipment financings are memorialized through the use of installment or lease contracts, which are secured by the construction equipment financed, and generally require a down payment up to 10% of the value of the financed piece of construction equipment, with the remaining balance being financed over a three to five-year period. The Company experiences no repossession loss on construction equipment financings because such financings are sold to third parties without recourse.

 

                Substantially all of the Company’s truck purchases are made on terms requiring payment within 15 days or less from the date the trucks are invoiced from the factory.  On August 15, 2007, the Company entered into an Amended and Restated Wholesale Security Agreement with GE Capital, which was effective August 1, 2007.  Interest under the floor plan financing agreement is payable monthly and the rate varies from LIBOR plus 1.15% to 1.50% depending on the average aggregate month-end balance of debt.  The Company finances substantially all of the purchase price of its new truck inventory, and the loan value of its used truck inventory under the floor plan financing agreement with GE Capital, under which GE Capital pays the manufacturer directly with respect to new trucks. The Company makes monthly interest payments to GE Capital on the amount financed, but is not required to commence loan principal repayments on any vehicle until such vehicle has been floor planned for 12 months or is sold.  The floor plan financing agreement allows for prepayments and working capital advances with monthly adjustments to the interest due on outstanding advances.  On December 31, 2007, the Company had approximately $257.9 million outstanding under its floor plan financing agreement with GE Capital.

 

                During 2007, substantially all of the Company’s new construction equipment purchases were financed by John Deere and CitiCapital.  The agreement with John Deere provides an interest free financing period after which time the amount financed is required to be paid in full. When construction equipment is sold prior to the expiration of the interest free finance period, the Company is required to repay the principal within approximately ten days of the sale. If the construction equipment financed by John Deere is not sold within the interest free finance period, it is transferred to the CitiCapital floor plan arrangement.  The Company makes principal payments for sold inventory to CitiCapital on the 15th day of each month.  Used and rental construction equipment is financed to a maximum of book value under a floor plan arrangement with CitiCapital.  The Company makes monthly interest payments on the amount financed and is required to commence loan principal repayments on rental construction equipment as book value is reduced.  Principal payments for sold used construction equipment are made no later than the 15th day of each month following the sale. The loans are collateralized by a lien on the construction equipment.  As of December 31, 2007, the Company’s floor plan arrangement with CitiCapital permitted the financing of up to $13.5 million in construction equipment.  On December 31, 2007, the Company had $6.2 million outstanding under its floor plan financing arrangements with John Deere and $9.6 million outstanding under its floor plan financing arrangement with CitiCapital.

 

                In January 2008, the Company entered into a loan agreement with Chase to replace the CitiCapital facility.  The new facility with Chase expires in June 2009 and the interest rate is LIBOR plus 1.15%.  The Company’s floor plan agreements limit the aggregate amount of borrowings based on the book value of new and used construction equipment units.

 

 

33



 

Cyclicality

 

                The Company’s business is dependent on a number of factors relating to general economic conditions, including fuel prices, interest rate fluctuations, economic recessions, environmental and other government regulations and customer business cycles. Unit sales of new trucks 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 domestic retail sales of new Class 8 trucks have ranged from a low of approximately 140,000 in 2001 to a high of approximately 291,000 in 2006.  Through geographic expansion, concentration on higher margin parts and service operations and diversification of its customer base, the Company believes it can reduce the negative impact on the Company’s earnings of adverse general economic conditions or cyclical trends affecting the heavy-duty truck industry.

 

Effects of Inflation

 

                The Company believes that the relatively moderate rates of inflation over the last few years have not had a significant impact on revenues or profitability. The Company does not expect inflation to have any near-term material effects on the sale of its products and services.

 

Off-Balance Sheet Arrangements

 

                The Company does not have any obligation under any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, that has or is reasonably likely to have a material effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Contractual Obligations

 

                The Company has certain contractual obligations that will impact its short and long-term liquidity. At December 31, 2007, such obligations were as follows:

 

 

 

Payments Due by Period

 

Contractual Obligations

 

Total

 

Less than 1
year

 

1-3
years

 

3-5
years

 

More than 5
years

 

 

 

(in thousands)

 

Long-term debt obligations (1)

 

$

198,945

 

$

33,593

 

$

86,879

 

$

64,842

 

$

13,631

 

Capital lease obligations(2)

 

21,354

 

5,635

 

7,562

 

6,865

 

1,292

 

Operating lease obligations(3)

 

39,734

 

8,502

 

12,545

 

7,382

 

11,305

 

Floor plan debt obligation

 

273,653

 

273,653

 

 

 

 

Interest obligations (4)

 

51,547

 

29,187

 

16,525

 

5,385

 

450

 

Purchase obligations

 

5,970

 

2,739

 

1,671

 

1,248

 

312

 

Total

 

$

591,203

 

$

353,309

 

$

125,182

 

$

85,722

 

$

26,990

 


(1)       Refer to Note 8 of Notes to Consolidated Financial Statements.

 

(2)       Refer to Note 11 of Notes to Consolidated Financial Statements.  Amounts include interest.

 

(3)           Refer to Note 11 of Notes to Consolidated Financial Statements.

 

(4)       In computing interest expense, the Company used its weighted average interest rate outstanding on fixed rate debt to estimate its interest expense on fixed rate debt.  The Company estimated interest expense on variable rate debt by using the variable rate in effect at December 31, 2007.

 

 

34



 

Item 7A.  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.

 

                The Company is exposed to some market risk through interest rates related to our floor plan borrowing arrangements, variable rate debt and discount rates related to finance sales.  Floor plan borrowings are based on the LIBOR rate of interest and are used to meet working capital needs. As of December 31, 2007, the Company had floor plan borrowings of approximately $273.7 million.  Assuming an increase in the LIBOR rate of interest of 100 basis points, interest expense could increase by approximately $2.7 million.  The Company provides all customer financing opportunities to various finance providers. The Company receives all finance charges in excess of a negotiated discount rate from the finance providers in the month following the date of the financing. The negotiated discount rate is variable, thus subject to interest rate fluctuations. This interest rate risk is mitigated by the Company’s ability to pass discount rate increases to customers through higher financing rates.

 

                The Company is also exposed to some market risk through interest rates related to the investment of our current cash and cash equivalents which totaled $187.0 million on December 31, 2007.  These funds are generally invested in highly liquid money market accounts, government-sponsored enterprises and corporate bonds in accordance with the Company’s investment policy.  As such instruments mature and the funds are reinvested, we are exposed to changes in market interest rates. This risk is mitigated by management’s ongoing evaluation of the best investment rates available for current and noncurrent high quality investments. If market interest rates were to increase or decrease immediately and uniformly by 100 basis points, the Company’s interest income could correspondingly increase or decrease by approximately $1.9 million.  We have not used derivative financial instruments in our investment portfolio.

 

 

35



 

Item 8.  Financial Statements and Supplementary Data

 

Report of Independent Registered Public Accounting Firm

 

37

 

 

 

Consolidated Balance Sheets as of December 31, 2007 and 2006

 

38

 

 

 

Consolidated Statements of Operations for the Years Ended December 31, 2007, 2006 and 2005

 

39

 

 

 

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2007, 2006 and 2005

 

40

 

 

 

Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005.

 

41

 

 

 

Notes to Consolidated Financial Statements

 

42

 

 

36



 

 

 

Report of Independent Registered Public Accounting Firm

 

 

The Board of Directors and Shareholders of Rush Enterprises, Inc.

 

We have audited the accompanying consolidated balance sheets of Rush Enterprises, Inc. and subsidiaries (“the Company”) as of December 31, 2007 and 2006, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Rush Enterprises, Inc. and subsidiaries at December 31, 2007 and 2006, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

 

As discussed in Note 2 to the financial statements, in 2006 the Company changed its method of accounting for share based payments and in 2007 the Company changed its method for accounting for income taxes.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Rush Enterprises, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 10, 2008 expressed an unqualified opinion thereon.

 

 

/s/ Ernst & Young LLP

 

San Antonio, Texas

March 10, 2008

 

 

37



RUSH ENTERPRISES, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

(In Thousands, Except Shares and Per Share Amounts)

 

 

 

December 31,

 

 

 

2007

 

2006

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

187,009

 

$

161,558

 

Accounts receivable, net

 

48,781

 

74,441

 

Inventories

 

365,947

 

484,696

 

Prepaid expenses and other

 

1,699

 

2,128

 

Deferred income taxes, net

 

7,028

 

7,496

 

 

 

 

 

 

 

Total current assets

 

610,464

 

730,319

 

 

 

 

 

 

 

Property and equipment, net

 

299,013

 

278,690

 

 

 

 

 

 

 

Goodwill, net

 

120,582

 

117,071

 

 

 

 

 

 

 

Other assets, net

 

1,532

 

2,330

 

 

 

 

 

 

 

Total assets

 

$

1,031,591

 

$

1,128,410

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Floor plan notes payable

 

$

273,653

 

$

446,354

 

Current maturities of long-term debt

 

33,593

 

25,999

 

Current maturities of capital lease obligations

 

4,444

 

2,933

 

Trade accounts payable

 

40,452

 

37,449

 

Accrued expenses

 

60,517

 

61,287

 

Total current liabilities

 

412,659

 

574,022

 

 

 

 

 

 

 

Long-term debt, net of current maturities

 

165,352

 

166,125

 

Capital lease obligations, net of current maturities

 

13,099

 

14,799

 

Deferred income taxes, net

 

40,904

 

33,856

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Preferred stock, par value $.01 per share; 1,000,000 shares authorized; 0 shares outstanding in 2007 and 2006

 

 

 

Common stock, par value $.01 per share; 60,000,000 class A shares and 20,000,000 class B shares authorized; 26,070,595 class A shares and 12,265,437 class B shares outstanding in 2007; 25,604,241 class A shares and 12,108,339 class B shares outstanding in 2006

 

383

 

251

 

Additional paid-in capital

 

178,274

 

169,801

 

Retained earnings

 

220,920

 

169,556

 

 

 

 

 

 

 

Total shareholders’ equity

 

399,577

 

339,608

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,031,591

 

$

1,128,410

 

 

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

 

 

38



 

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

(In Thousands, Except Per Share Amounts)

 

 

 

Year Ended December 31,

 

 

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

New and used truck sales

 

$

1,393,253

 

$

1,780,418

 

$

1,400,736

 

Parts and service

 

480,611

 

441,424

 

365,908

 

Construction equipment sales

 

74,986

 

59,545

 

41,692

 

Lease and rental

 

52,103

 

41,776

 

33,975

 

Finance and insurance

 

21,663

 

19,197

 

15,356

 

Other

 

8,163

 

8,163

 

7,103

 

 

 

 

 

 

 

 

 

Total revenue

 

2,030,779

 

2,350,523

 

1,864,770

 

 

 

 

 

 

 

 

 

Cost of products sold:

 

 

 

 

 

 

 

New and used truck sales

 

1,283,993

 

1,652,913

 

1,304,290

 

Parts and service

 

283,912

 

259,801

 

215,419

 

Construction equipment sales

 

66,737

 

52,527

 

36,509

 

Lease and rental

 

44,069

 

32,615

 

25,860

 

 

 

 

 

 

 

 

 

Total cost of products sold

 

1,678,711

 

1,997,856

 

1,582,078

 

 

 

 

 

 

 

 

 

Gross profit

 

352,068

 

352,667

 

282,692

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

240,661

 

230,056

 

188,667

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

14,935

 

12,889

 

10,487

 

 

 

 

 

 

 

 

 

Operating income

 

96,472