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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) October 19, 2004



Texas
(State or other jurisdiction of incorporation)
 
0-20797
(Commission File Number)
 
74-1733016
(IRS Employer Identification No.)

RUSH ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

555 IH-35 South, Suite 500, New Braunfels, Texas
(Address of principal executive offices)
 
78130
(Zip Code)


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


    
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02. Results of Operations and Financial Condition

        On October 19, 2004, the Company issued a press release regarding its financial results for the quarter ended September 30, 2004. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this report, including the information contained in Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act (the "Exchange Act") or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Exchange Act, except as expressly set forth by specific reference in such filing.


Item 9.01. Financial Statements and Exhibits

2


SIGNATURES

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

    RUSH ENTERPRISES, INC.

 
 
By
/s/  MARTIN A. NAEGELIN, JR.      
Martin A. Naegelin, Jr.
Senior Vice President and Chief Financial Officer

Dated October 19, 2004

3



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EXHIBIT 99.1

Contact:

RUSH ENTERPRISES, INC. REPORTS THIRD QUARTER RESULTS

Earnings Per Share Increases to $0.34 Compared to $0.21 in 2003

SAN ANTONIO, Texas, October 19, 2004—Rush Enterprises, Inc. (NASDAQ: RUSHA & RUSHB), operator of the largest network of Peterbilt heavy-duty truck dealerships in North America and a John Deere construction equipment dealership in Texas, today announced results for the third quarter ended September 30, 2004.

In the third quarter, the Company's gross revenues totaled $296.9 million, a 33.3% increase from gross revenues of $222.8 million reported for the third quarter ended September 30, 2003. Net income was $5.5 million, or $0.34 per diluted share, during the third quarter of 2004 compared to $3.2 million, or $0.21 per diluted share, in the third quarter of 2003. Income from continuing operations was $5.7 million, or $0.35 per diluted share, during the third quarter of 2004 compared to $3.2 million, or $0.21 per diluted share in the third quarter of 2003.

The Company's truck segment recorded revenues of $282.2 million in the third quarter of 2004, compared to $211.2 million in the third quarter of 2003. The Company delivered 1,546 new heavy-duty trucks, 458 new medium-duty trucks and 673 used trucks during the third quarter of 2004, compared to 1,021 new heavy-duty trucks, 266 new medium-duty trucks and 684 used trucks for the same period in 2003. Parts, service and body shop sales increased 11.9% from $62.5 million in the third quarter of 2003 to $70.0 million in the third quarter of 2004.

The Company's construction equipment segment recorded revenues of $12.1 million in the third quarter of 2004, compared to $9.5 million in the third quarter of 2003. Revenue generated from the sale of new construction equipment units increased 39.9% from $5.3 million during the third quarter of 2003 compared to $7.4 million in the third quarter of 2004, while revenue generated from the sale of used construction equipment units increased approximately 14.2% in the third quarter of 2004 compared to the third quarter of 2003. Parts, service and body shop sales for the third quarter of 2004 were $3.5 million compared to $3.2 million in the third quarter of 2003. Pretax income from the construction equipment segment increased from $0.6 million for the third quarter of 2003 to $0.9 million in the third quarter of 2004.

The Company recently announced that it has signed an asset purchase agreement to purchase the assets of American Truck Source, Inc., (ATS), a Peterbilt truck dealer. The pending acquisition will provide Rush with rights to sell Peterbilt trucks and parts from seven new locations in Dallas, Fort Worth, Abilene and Tyler, Texas, Birmingham, Alabama, Louisville, Kentucky, and Nashville, Tennessee. The completion of the acquisition is subject to several conditions, including the approval by PACCAR, Peterbilt Motors and Paccar Leasing. ATS recorded revenues of $111.8 million during the three months ended September 30, 2004. The Company expects the transaction to be accretive to future earnings.

In announcing the results, W. Marvin Rush, Chairman and Chief Executive Officer of Rush Enterprises, said, "Obviously we are very happy with our performance in the third quarter of 2004 and are extremely excited about our pending acquisition. Our prediction of strong demand for both heavy and medium-duty trucks has proven to be accurate as indicated by the numbers we are reporting today. Industry analysts, manufacturers and component suppliers expect this strong demand to continue through at least 2006."


Conference Call

Rush Enterprises will host a conference call to review its third quarter results on October 20, 2004 at 10 a.m. EST/9 a.m. CST. The call can be heard live by dialing 800.901.5247 (US) or 617.786.4501 (International) and entering the passcode 38844206, or via the web on the "Events" section of the Company's website at www.RushEnterprises.com or at www.fulldisclosure.com, or www.streetevents.com. For those who cannot listen to the live broadcast, the Webcast and audio replay will be available until November 3, 2004 by dialing 888.286.8010 (US) or 617.801.6888 (International) and entering the passcode 22680968.

About Rush Enterprises

Rush Enterprises operates the largest network of Peterbilt heavy-duty truck dealerships in North America and a John Deere construction equipment dealership in Houston, Texas. Its current operations include a network of truck dealerships located in Texas, California, Oklahoma, Colorado, Arizona, New Mexico, Alabama and Florida. These dealerships provide an integrated, one-stop source for the retail sale of new and used heavy-duty and medium-duty trucks; aftermarket parts, service and body shop facilities; and a wide array of financial services, including the financing of truck sales, insurance products and leasing and rentals.

Certain statements contained herein, including those concerning the pending acquisition of ATS, general industry conditions, and the continued strong demand for heavy and medium-duty trucks, are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the receipt of regulatory and third-party approvals of the pending acquisition of ATS, the demand for heavy and medium-duty trucks, competitive factors, general economic conditions, cyclicality, economic conditions in the new and used truck and construction 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 filings made by the company with the Securities and Exchange Commission.

—Tables to Follow—

RUSH ENTERPRISES, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2004 AND DECEMBER 31, 2003

(In Thousands, Except Shares and Per Share Amounts)

 
   September 30,
2004
(Unaudited)
   December 31,
2003
(Audited)
ASSETS            
CURRENT ASSETS:            
  Cash and cash equivalents   $ 45,745   $ 34,389
  Accounts receivable, net     32,878     24,492
  Inventories     161,686     137,423
  Assets held for sale     8,851     8,824
  Prepaid expenses and other     1,237     1,122
  Deferred income taxes     2,787     2,863
   
 
      Total current assets     253,184     209,113

PROPERTY AND EQUIPMENT, net
 
 
124,231
 
 
114,477

OTHER ASSETS, net
 
 
44,410
 
 
43,288
   
 
      Total assets   $ 421,825   $ 366,878
   
 
LIABILITIES AND SHAREHOLDERS' EQUITY            
CURRENT LIABILITIES:            
  Floor plan notes payable   $ 136,577   $ 108,235
  Current maturities of long-term debt     21,695     23,767
  Advances outstanding under lines of credit     17,669     17,732
  Trade accounts payable     17,182     16,170
  Accrued expenses     35,212     29,096
   
 
      Total current liabilities     228,335     195,000

LONG-TERM DEBT, net of current maturities
 
 
67,547
 
 
66,261

DEFERRED INCOME TAXES, net
 
 
17,513
 
 
16,911

COMMITMENTS AND CONTINGENCIES
 
 
 
 
 
 

SHAREHOLDERS' EQUITY:
 
 
 
 
 
 
  Preferred stock, par value $.01 per share; 1,000 shares authorized; 0 shares outstanding in 2003 and 2004     —     —
  Common stock, par value $.01 per share; 50,000,000 shares authorized; 14,042,304 shares outstanding in 2003 and 15,127,968 shares outstanding in 2004     151     140
  Additional paid-in capital     47,278     39,337
  Retained earnings     61,001     49,229
   
 
      Total shareholders' equity     108,430     88,706
   
 
      Total liabilities and shareholders' equity   $ 421,825   $ 366,878
   
 

RUSH ENTERPRISES, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
(Unaudited)

 
   Three months ended
September 30,
   Nine months ended
September 30,
  
 
   2004
   2003
   2004
   2003
  
REVENUES:                          
  New and used truck sales   $ 203,443   $ 140,641   $ 527,167   $ 343,487  
  Parts and service     75,230     67,053     214,563     186,135  
  Construction equipment sales     8,333     6,102     23,711     20,278  
  Lease and rental     6,802     6,549     20,278     18,992  
  Finance and insurance     1,838     1,619     5,619     4,550  
  Other     1,258     831     2,629     2,228  
   
 
 
 
 
      Total revenues     296,904     222,795     793,967     575,670  

COST OF PRODUCTS SOLD
 
 
247,116
 
 
181,463
 
 
657,358
 
 
461,931
 
   
 
 
 
 

GROSS PROFIT
 
 
49,788
 
 
41,332
 
 
136,609
 
 
113,739
 

SELLING, GENERAL AND ADMINISTRATIVE
 
 
36,473
 
 
32,306
 
 
106,060
 
 
92,249
 

DEPRECIATION AND AMORTIZATION
 
 
2,358
 
 
2,263
 
 
6,834
 
 
6,705
 
   
 
 
 
 

OPERATING INCOME
 
 
10,957
 
 
6,763
 
 
23,715
 
 
14,785
 

INTEREST EXPENSE, NET
 
 
1,454
 
 
1,490
 
 
4,360
 
 
4,465
 

GAIN ON SALE OF ASSETS
 
 
45
 
 
43
 
 
504
 
 
342
 
   
 
 
 
 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
 
 
9,548
 
 
5,316
 
 
19,859
 
 
10,662
 

PROVISION FOR INCOME TAXES
 
 
3,819
 
 
2,126
 
 
7,944
 
 
4,265
 
   
 
 
 
 

INCOME FROM CONTINUING OPERATIONS
 
 
5,729
 
 
3,190
 
 
11,915
 
 
6,397
 

(LOSS) FROM DISCONTINUED OPERATIONS, NET
 
 
(240
)
 
(36
)
 
(143
)
 
(683
)
   
 
 
 
 

NET INCOME
 
$
5,489
 
$
3,154
 
$
11,772
 
$
5,714
 
   
 
 
 
 

EARNINGS PER COMMON SHARE—BASIC
 
 
 
 
 
 
 
 
 
 
 
 
 
  Income from continuing operations   $ .38   $ .23   $ .81   $ .46  
   
 
 
 
 
  Net income   $ .36   $ .23   $ .80   $ .41  
   
 
 
 
 
EARNINGS PER COMMON SHARE—DILUTED                          
  Income from continuing operations   $ .35   $ .21   $ .75   $ .43  
   
 
 
 
 
  Net income   $ .34   $ .21   $ .74   $ .39  
   
 
 
 
 
  Weighted average shares outstanding:                          
    Basic     15,081     14,007     14,647     14,007  
   
 
 
 
 
    Diluted     16,341     15,079     15,898     14,720  
   
 
 
 
 



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