rusha20191023_8k.htm
false 0001012019 0001012019 2019-10-23 2019-10-23 0001012019 rusha:ClassACommonStockCustomMember 2019-10-23 2019-10-23 0001012019 rusha:ClassBCommonStockCustomMember 2019-10-23 2019-10-23

 


 

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 23, 2019

 

Rush Enterprises, Inc.

(Exact name of registrant as specified in its charter)

 

Texas

(State or other jurisdiction

of incorporation)

0-20797

(Commission File Number)

74-1733016

(IRS Employer Identification No.)

     

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) 302-5200

 

Not Applicable
______________________________________________
(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):

 

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

 

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

 

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

 

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

 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Class A Common Stock, par value

$0.01 per share

RUSHA

Nasdaq Global Select Market

Class B Common Stock, par value

$0.01 per share

RUSHB

Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company

 

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

 

 

 

 

Item 2.02

Results of Operations and Financial Condition.

 

On October 23, 2019, Rush Enterprises, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal third quarter ended September 30, 2019 (the “Earnings Press Release”). A copy of the Earnings Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

The Earnings Press Release also announced that the Company’s Board of Directors declared a quarterly cash dividend of $0.13 per share of Class A and Class B Common Stock, to be paid on December 10, 2019, to all shareholders of record as of November 8, 2019.

 

The information in this Current Report on Form 8-K (including the exhibit attached hereto) is being furnished under Item 2.02 and Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)     Exhibits

 

Exhibit No.   Description

   

99.1

Rush Enterprises, Inc. press release dated October 23, 2019.

 

104

Cover Page Interactive Data File (formatted in Inline XBRL).

 

 

 

 

 

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.

Dated: October 23, 2019

By:

/s/ Steven L. Keller

Chief Financial Officer and Treasurer

 

ex_160979.htm

Exhibit 99.1

 

 

Contact:

Rush Enterprises, Inc., San Antonio

Steven L. Keller, 830-302-5226

 

 

RUSH ENTERPRISES, INC. REPORTS THIRD QUARTER 2019 RESULTS,

ANNOUNCES $0.13 PER SHARE DIVIDEND

 

 

Revenues of $1.6 billion, net income of $39.1 million

 

Earnings per diluted share of $1.05

 

Heavy-duty and medium-duty truck sales significantly outperform the market

 

Strategic initiatives continue to contribute to aftermarket revenue growth

 

Board declares cash dividend of $0.13 per share of Class A and Class B common stock

 

 

SAN ANTONIO, Texas, October 23, 2019 — Rush Enterprises, Inc. (NASDAQ: RUSHA & RUSHB), which operates the largest network of commercial vehicle dealerships in North America, today announced that for the quarter ended September 30, 2019, the Company achieved revenues of $1.6 billion and net income of $39.1 million, or $1.05 per diluted share, compared with revenues of $1.38 billion and net income of $41.7 million, or $1.03 per diluted share, in the quarter ended September 30, 2018. Additionally, the Company’s Board of Directors declared a cash dividend of $0.13 per share of Class A and Class B Common Stock, to be paid on December 10, 2019, to all shareholders of record as of November 8, 2019.

 

“Robust activity in the commercial vehicle market and our continued focus on our aftermarket strategic initiatives positively contributed to our third quarter results,” said W.M. “Rusty” Rush, Chairman, Chief Executive Officer and President of Rush Enterprises, Inc. “We outpaced the commercial vehicle market in both Class 8 and Class 4-7 sales, and our parts and services sales remained strong,” Rush said.

 

“I sincerely thank our employees for providing superior service to our customers while remaining focused on the successful execution of our strategic initiatives,” said Rush.

 

Operations

 

Aftermarket Products and Services
Aftermarket products and services accounted for approximately 64.4% of the Company's total gross profits in the third quarter, with parts, service and collision center revenues reaching $454.8 million, up 6.5% compared to the third quarter of 2018. The Company achieved a quarterly absorption ratio of 120% in the third quarter of 2019.

 

 

 

 

“Considering the continued decline in demand from the energy sector compared to last quarter and especially compared to the third quarter of 2018, we are pleased with our strong aftermarket performance this quarter. Our aftermarket products and services revenue growth is once again a direct result of the successful execution of our long-term aftermarket initiatives, which include offering a broad portfolio of internal and customer-facing technology solutions, a parts e-commerce platform, expedited commercial vehicle service and continuing to add skilled technicians to our network,” Rush noted.

 

“We expect industry demand for aftermarket products and services to remain steady in the fourth quarter, subject to typical seasonal softness through the winter months,” said Rush. “With continued focus on our strategic growth initiatives, we expect our aftermarket parts and service sales to outperform the market in the fourth quarter of 2019 and for the full year 2020,” he added.

 

 

Truck Sales

New U.S. Class 8 retail truck sales totaled 78,117 units in the third quarter, up 12% over the same period last year, according to ACT Research. The Company sold 4,318 Class 8 trucks in the third quarter, an increase of 29.9% compared to the third quarter of 2018, and accounted for 5.5% of the new U.S. Class 8 truck market. ACT Research forecasts U.S. retail sales for new Class 8 vehicles to be 277,300 units in 2019, an 8.4% increase compared to 2018.

 

“Our new Class 8 truck sales outpaced the industry in the third quarter of 2019. Our strong performance was primarily the result of solid activity from over-the-road fleets and vocational customers,” Rush said. “However, we believe that we have passed the peak of the current truck sales cycle and our fourth quarter new Class 8 truck sales will be down compared to the third quarter,” he added.

 

ACT projects new U.S. Class 8 retail sales to be 204,000 units in 2020, down 26% from the 277,300 units forecast in 2019. “Although 2020 will be a challenging year for new Class 8 truck sales, we are focused on achieving every sale possible and believe we are well-positioned to increase our Class 8 market share in 2020,” said Rush.

 

The Company sold 4,566 Class 4-7 medium-duty commercial vehicles in the third quarter of 2019, an increase of 36% from the third quarter of 2018, accounting for 6.5% of the total U.S. market and significantly outpacing the industry. U.S. Class 4-7 retail sales were 69,978 units in the third quarter of 2019, up 7.2% over the third quarter of 2018. ACT Research forecasts U.S. retail sales for Class 4-7 vehicles to reach 266,000 units in 2019, a 3% increase over 2018.

 

“We are very pleased with another record-setting performance in our Class 4-7 medium-duty commercial vehicle sales this quarter. Continued strong demand from all of the medium-duty market segments we support, and especially our rental and construction customers, along with our robust inventory of Ready-to-Roll medium-duty trucks across the country, positively impacted our Class 4-7 results in the third quarter of 2019,” Rush said. “Due to the timing of large fleet deliveries in the second and third quarters of 2019, our Class 4-7 medium-duty sales may be down in the fourth quarter of 2019, but we should still outpace the industry for 2019,” he added. ACT projects U.S. Class 4-7 medium-duty sales to be 257,400 units in 2020, down 3.2% from the 266,000 units forecast for 2019. “We believe our Class 4-7 medium-duty commercial vehicle sales results in 2020 will be on pace with the market,” said Rush.

 

 

 

 

The Company sold 1,868 used vehicles in the third quarter of 2019, a 15% decrease compared to the third quarter of 2018. “Near record high deliveries of new trucks over the past few years have caused an oversupply of used trucks in the market. Currently, we believe that used truck values are depreciating faster than what is considered a normal rate. We are closely monitoring used truck values, along with other market factors that affect used truck sales. Our used truck inventory unit count is currently at its lowest point of 2019, and we believe it is valued appropriately with respect to current market conditions,” Rush explained.

 

 

Financial Highlights

 

In the third quarter of 2019, the Company’s gross revenues totaled $1.60 billion, a 16.2% increase from gross revenues of $1.38 billion reported for the third quarter of 2018. Net income for the third quarter was $39.1 million, or $1.05 per diluted share, compared to net income of $41.7 million, or $1.03 per diluted share, in the third quarter of 2018.

 

Parts, service and collision center revenues were $454.8 million in the third quarter of 2019, compared to $426.8 million in the third quarter of 2018. The Company delivered 4,318 new heavy-duty trucks, 4,566 new medium-duty commercial vehicles, 525 new light-duty commercial vehicles and 1,868 used commercial vehicles during the third quarter of 2019, compared to 3,325 new heavy-duty trucks, 3,349 new medium-duty commercial vehicles, 567 new light-duty commercial vehicles and 2,197 used commercial vehicles during the third quarter of 2018.

 

During the third quarter of 2019, the Company repurchased $16.1 million of its common stock, paid a cash dividend of $4.7 million and ended the quarter with $86.1 million in cash and cash equivalents.

 

“Our balance sheet remains strong, and we are confident in our ability to invest in the Company’s future while returning capital to shareholders,” said Rush.

 

 

Conference Call Information

 

Rush Enterprises will host its quarterly conference call to discuss earnings for the third quarter on Thursday, October 24, 2019, at 10 a.m. Eastern/9 a.m. Central. The call can be heard live by dialing 877-638-4557 (US) or 914-495-8522 (International), Conference ID 3181958 or via the Internet at http://investor.rushenterprises.com/events.cfm.

 

For those who cannot listen to the live broadcast, the webcast will be available on our website at the above link until January 15, 2020. Listen to the audio replay until October 31, 2019, by dialing 855-859-2056 (US) or 404-537-3406 (International) and entering the Conference ID 3181958.

 

About Rush Enterprises, Inc.

Rush Enterprises, Inc. is the premier solutions provider to the commercial vehicle industry. The Company owns and operates Rush Truck Centers, the largest network of commercial vehicle dealerships in North America, with more than 100 dealership locations in 22 states. These vehicle centers, strategically located in high traffic areas on or near major highways throughout the United States, represent truck and bus manufacturers, including Peterbilt, International, Hino, Isuzu, Ford, Mitsubishi, IC Bus and Blue Bird. They offer an integrated approach to meeting customer needs — from sales of new and used vehicles to aftermarket parts, service and collision center operations plus financing, insurance, leasing and rental. Rush Enterprises' operations also provide vehicle upfitting, CNG fuel systems and vehicle telematics products. Additional information about Rush Enterprises’ products and services is available at www.rushenterprises.com. Follow our news on Twitter at @rushtruckcenter and on Facebook at facebook.com/rushtruckcenters.

 

 

 

 

Certain statements contained herein, including those concerning current and projected market conditions, sales forecasts, market share forecasts, demand for the Company’s services, the impact of strategic initiatives and the Company’s capital allocation strategy, including future issuances of cash dividends and future repurchases of the Company’s common stock, 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. Important 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, competitive factors, general U.S. economic conditions, economic conditions in the new and used commercial vehicle markets, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, product introductions and acceptance, changes in industry practices, one-time events and other factors described herein and in filings made by the Company with the Securities and Exchange Commission. In addition, the declaration and payment of cash dividends and authorization of future share repurchase programs remains at the sole discretion of the Company’s Board of Directors and the issuance of future dividends and authorization of future share repurchase programs will depend upon the Company’s financial results, cash requirements, future prospects, applicable law and other factors that may be deemed relevant by the Company’s Board of Directors.

 

-Tables and Additional Information to Follow-

 

 

 

 

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Shares and Per Share Amounts)

 

   

September 30,

   

December 31,

 
   

2019

   

2018

 
   

(Unaudited)

         

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 86,117     $ 131,726  

Accounts receivable, net

    220,378       190,650  

Note receivable affiliate

    12,310       12,885  

Inventories, net

    1,385,132       1,339,923  

Prepaid expenses and other

    24,419       10,491  

Assets held for sale

    419       2,269  

Total current assets

    1,728,775       1,687,944  

Property and equipment, net

    1,261,370       1,184,053  

Operating lease right-of-use assets, net

    56,372        

Goodwill, net

    292,142       291,391  

Other assets, net

    66,595       37,962  

Total assets

  $ 3,405,254     $ 3,201,350  
                 

Liabilities and shareholders’ equity

               

Current liabilities:

               

Floor plan notes payable

  $ 1,051,241     $ 1,023,019  

Current maturities of long-term debt

    158,722       161,955  

Current maturities of finance lease obligations

    20,995       19,631  

Current maturities of operating lease obligations

    9,787        

Trade accounts payable

    137,781       127,451  

Customer deposits

    33,553       36,183  

Accrued expenses

    106,768       125,056  

Total current liabilities

    1,518,847       1,493,295  

Long-term debt, net of current maturities

    462,646       439,218  

Finance lease obligations, net of current maturities

    57,077       49,483  

Operating lease obligations, net of current maturities

    46,899        

Other long-term liabilities

    19,621       11,118  

Deferred income taxes, net

    162,911       141,308  

Shareholders’ equity:

               

Preferred stock, par value $.01 per share; 1,000,000 shares authorized; 0 shares outstanding in 2019 and 2018

           

Common stock, par value $.01 per share; 60,000,000 Class A shares and 20,000,000 Class B shares authorized; 27,806,319 Class A shares and 8,283,916 Class B shares outstanding in 2019; and 28,709,636 Class A shares and 8,290,277 Class B shares outstanding in 2018

    463       458  

Additional paid-in capital

    390,359       370,025  

Treasury stock, at cost: 4,995,651 Class A shares and 5,262,911 Class B shares in 2019 and 3,791,751 Class A shares and 5,030,787 Class B shares in 2018

    (300,041 )     (245,842 )

Retained earnings

    1,046,538       942,287  

Accumulated other comprehensive income

    (66 )      

Total shareholders’ equity

    1,137,253       1,066,928  

Total liabilities and shareholders’ equity

  $ 3,405,254     $ 3,201,350  

 

 

 

 

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

(Unaudited)

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Revenues:

                               

New and used commercial vehicle sales

  $ 1,070,868     $ 878,845     $ 2,933,952     $ 2,508,970  

Aftermarket products and services sales

    454,785       426,845       1,341,305       1,250,080  

Lease and rental

    62,949       60,825       183,973       177,342  

Finance and insurance

    5,863       5,053       18,874       15,286  

Other

    4,800       4,568       14,039       14,070  

Total revenue

    1,599,265       1,376,136       4,492,143       3,965,748  

Cost of products sold:

                               

New and used commercial vehicle sales

    997,946       808,634       2,717,484       2,311,156  

Aftermarket products and services sales

    284,328       268,521       830,153       788,148  

Lease and rental

    52,223       49,924       153,316       147,015  

Total cost of products sold

    1,334,497       1,127,079       3,700,953       3,246,319  

Gross profit

    264,768       249,057       791,190       719,429  

Selling, general and administrative expense

    192,482       177,405       573,644       527,729  

Depreciation and amortization expense

    14,033       12,794       40,552       57,395  

Gain (loss) on sale of assets

    70       (209 )     (12 )     159  

Operating income

    58,323       58,649       176,982       134,464  

Other income

    1,577             2,316        

Interest expense, net

    7,690       4,468       23,120       13,268  

Income before taxes

    52,210       54,181       156,178       121,196  

Provision for income taxes

    13,106       12,516       38,349       29,103  

Net income

  $ 39,104     $ 41,665     $ 117,829     $ 92,093  
                                 

Earnings per common share:

                               

Basic

  $ 1.07     $ 1.06     $ 3.21     $ 2.33  

Diluted

  $ 1.05     $ 1.03     $ 3.13     $ 2.27  
                                 

Weighted average shares outstanding:

                               

Basic

    36,545       39,309       36,744       39,480  

Diluted

    37,351       40,388       37,625       40,635  
                                 

Dividends declared per common share

  $ 0.13     $ 0.12     $ 0.37     $ 0.12  

 

 

 

 

This press release and the attached financial tables contain certain non-GAAP financial measures as defined under SEC rules, such as Adjusted net income, Adjusted total debt, Adjusted net (cash) debt, EBITDA, Adjusted EBITDA, Free cash flow, Adjusted free cash flow and Adjusted invested capital, which exclude certain items disclosed in the attached financial tables. The Company provides reconciliations of these measures to the most directly comparable GAAP measures.

 

Management believes the presentation of these non-GAAP financial measures provides useful information about the results of operations of the Company for the current and past periods. Management believes that investors should have the same information available to them that management uses to assess the Company’s operating performance and capital structure. These non-GAAP financial measures should not be considered in isolation or as a substitute for the most comparable GAAP financial measures. Investors are cautioned that non-GAAP financial measures utilized by the Company may not be comparable to similarly titled non-GAAP financial measures used by other companies.

 

   

Three Months Ended

 

Vehicle Sales Revenue                                   (in thousands)

 

September 30,

2019

   

September 30,

2018

 

New heavy-duty vehicles

  $ 605,675     $ 501,478  

New medium-duty vehicles (including bus sales revenue)

    357,005       252,288  

New light-duty vehicles

    21,538       22,434  

Used vehicles

    80,405       97,587  

Other vehicles

    6,245       5,058  
                 

Absorption Ratio

    120.0 %     122.4 %

 

Absorption Ratio

 

Management uses several performance metrics to evaluate the performance of its commercial vehicle dealerships and considers Rush Truck Centers’ “absorption ratio” to be of critical importance. Absorption ratio is calculated by dividing the gross profit from the parts, service and collision center departments by the overhead expenses of all of a dealership’s departments, except for the selling expenses of the new and used commercial vehicle departments and carrying costs of new and used commercial vehicle inventory. When 100% absorption is achieved, then gross profit from the sale of a commercial vehicle, after sales commissions and inventory carrying costs, directly impacts operating profit.

 

This earnings release includes “adjusted net income (non-GAAP)” and “adjusted net income per diluted share (non-GAAP),” which are financial measures that are not in accordance with U.S. generally accepted accounting principles, since they exclude the charges related to the upgrade and replacement of certain components of the Company’s Enterprise Resource Planning software platform (ERP platform) in the second quarter of 2018. These measures differ from the most directly comparable measures calculated in accordance with GAAP and may not be comparable to similarly titled non-GAAP financial measures used by other companies. Reconciliations from the most directly comparable GAAP measures of adjusted net income (non-GAAP) and adjusted net income per diluted share (non-GAAP) are as follows:

 

   

Nine Months Ended

 

Adjusted Net Income          (in thousands)

 

September 30,

2019

   

September 30,

2018

 

Net Income

  $ 117,829     $ 92,093  

Charges related to upgrade and replacement of ERP platform, net of tax

          15,682  

Adjusted Net Income (non-GAAP)

  $ 117,829     $ 107,775  
                 

Per Diluted Share

               

Net Income

  $ 3.13     $ 2.27  

Charges related to upgrade and replacement of ERP platform, net of tax

          0.38  

Adjusted Net Income (non-GAAP)

  $ 3.13     $ 2.65  

 

 

 

 

Debt Analysis         (in thousands)

 

September 30,

2019

   

September 30,

2018

 

Floor plan notes payable

  $ 1,051,241     $ 990,594  

Current maturities of long-term debt

    158,722       159,972  

Current maturities of finance lease obligations

    20,995       16,977  

Long-term debt, net of current maturities

    462,646       439,418  

Finance lease obligations, net of current maturities

    57,077       54,689  

Total Debt (GAAP)

    1,750,681       1,661,650  

Adjustments:

               

Debt related to lease & rental fleet

    (639,138 )     (588,079 )

Floor plan notes payable

    (1,051,241 )     (990,594 )

Adjusted Total Debt (Non-GAAP)

    60,302       82,977  

Adjustment:

               

Cash and cash equivalents

    (86,117 )     (205,569 )

Adjusted Net (Cash) Debt (Non-GAAP)

  $ (25,815 )   $ (122,592 )

 

Management uses “Adjusted Total Debt” to reflect the Company’s estimated financial obligations less debt related to lease and rental fleet (L&RFD) and floor plan notes payable (FPNP), and “Adjusted Net (Cash) Debt” to present the amount of Adjusted Total Debt net of cash and cash equivalents on the Company’s balance sheet. The FPNP is used to finance the Company’s new and used inventory, with its principal balance changing daily as vehicles are purchased and sold and the sale proceeds are used to repay the notes.  Consequently, in managing the business, management views the FPNP as interest bearing accounts payable, representing the cost of acquiring the vehicle that is then repaid when the vehicle is sold, as the Company’s credit agreements require it to repay loans used to purchase vehicles when such vehicles are sold.  The Company’s lease & rental fleet are fully financed and are either (i) leased to customers under long-term lease arrangements or (ii), to a lesser extent, dedicated to the Company’s rental business.  In both cases, the lease and rental payments received fully cover the capital costs of the lease & rental fleet (i.e., the interest expense on the borrowings used to acquire the vehicles and the depreciation expense associated with the vehicles), plus a profit margin for the Company. The Company believes excluding the FPNP and L&RFD from the Company’s total debt for this purpose provides management with supplemental information regarding the Company’s capital structure and leverage profile and assists investors in performing analysis that is consistent with financial models developed by Company management and research analysts. “Adjusted Total Debt” and “Adjusted Net (Cash) Debt” are both non-GAAP financial measures and should be considered in addition to, and not as a substitute for, the Company’s debt obligations, as reported in the Company’s consolidated balance sheet in accordance with U.S. GAAP. Additionally, these non-GAAP measures may vary among companies and may not be comparable to similarly titled non-GAAP measures used by other companies.

 

   

Twelve Months Ended

 

EBITDA                 (in thousands)

 

September 30,

2019

   

September 30,

2018

 

Net Income (GAAP)

  $ 164,798     $ 197,960  

Provision (benefit) for income taxes

    53,353       (42,341 )

Interest expense

    29,534       16,862  

Depreciation and amortization

    53,646       70,090  

(Gain) loss on sale of assets

    (126 )     22  

EBITDA (Non-GAAP)

    301,205       242,593  

Adjustment:

               

Interest expense associated with FPNP

    (28,174 )     (15,021 )

Adjusted EBITDA (Non-GAAP)

  $ 273,031     $ 227,572  

 

The Company presents EBITDA and Adjusted EBITDA, for the twelve months ended each period presented, as additional information about its operating results. The presentation of Adjusted EBITDA that excludes the addition of interest expense associated with FPNP to EBITDA is consistent with management’s presentation of Adjusted Total Debt, in each case reflecting management’s view of interest expense associated with the FPNP as an operating expense of the Company, and to provide management with supplemental information regarding operating results and to assist investors in performing analysis that is consistent with financial models developed by management and research analyst. “EBITDA” and “Adjusted EBITDA” are both non-GAAP financial measures and should be considered in addition to, and not as a substitute for, net income of the Company, as reported in the Company’s consolidated statements of income in accordance with U.S. GAAP. Additionally, these non-GAAP measures may vary among companies and may not be comparable to similarly titled non-GAAP measures used by other companies.

 

 

 

 

   

Twelve Months Ended

 

Free Cash Flow                     (in thousands)

 

September 30,

2019

   

September 30,

2018

 

Net cash provided by operations (GAAP)

  $ 233,962     $ 185,485  

Acquisition of property and equipment

    (292,634 )     (247,382 )

Free cash flow (Non-GAAP)

    (58,672 )     (61,897 )

Adjustments:

               

Draws on floor plan financing, net

    85,697       203,135  

Proceeds from L&RFD

    203,573       170,460  

Principal payments on L&RFD

    (169,339 )     (160,420 )

Non-maintenance capital expenditures

    55,696       42,348  

Adjusted Free Cash Flow (Non-GAAP)

  $ 116,955     $ 193,626  

 

“Free Cash Flow” and “Adjusted Free Cash Flow” are key financial measures of the Company’s ability to generate cash from operating its business. Free Cash Flow is calculated by subtracting the acquisition of property and equipment included in the Cash flows from investing activities from Net cash provided by (used in) operating activities. For purposes of deriving Adjusted Free Cash Flow from the Company’s operating cash flow, Company management makes the following adjustments: (i) adds back draws (or subtracts payments) on the floor plan financing that are included in Cash flows from financing activities as their purpose is to finance the vehicle inventory that is included in Cash flows from operating activities; (ii) adds back proceeds from notes payable related specifically to the financing of the lease and rental fleet that are reflected in Cash flows from financing activities; (iii) subtracts draws on floor plan financing, net and proceeds from L&RFD related to business acquisition assets that are included in Cash flows from investing activities; (iv) subtracts principal payments on notes payable related specifically to the financing of the lease and rental fleet that are included in Cash flows from financing activities; and (v) adds back non-maintenance capital expenditures that are for growth and expansion (i.e. building of new dealership facilities) that are not considered necessary to maintain the current level of cash generated by the business. “Free Cash Flow” and “Adjusted Free Cash Flow” are both presented so that investors have the same financial data that management uses in evaluating the Company’s cash flows from operating activities. “Free Cash Flow” and “Adjusted Free Cash Flow” are both non-GAAP financial measures and should be considered in addition to, and not as a substitute for, net cash provided by (used in) operations of the Company, as reported in the Company’s consolidated statement of cash flows in accordance with U.S. GAAP. Additionally, these non-GAAP measures may vary among companies and may not be comparable to similarly titled non-GAAP measures used by other companies.

 

Invested Capital         (in thousands)

 

September 30,

2019

   

September 30,

2018

 

Total Shareholders' equity (GAAP)

  $ 1,137,253     $ 1,089,159  

Adjusted net (cash) (Non-GAAP)

    (25,815 )     (122,592 )

Adjusted Invested Capital (Non-GAAP)

  $ 1,111,438     $ 966,567  

 

“Adjusted Invested Capital” is a key financial measure used by the Company to calculate its return on invested capital. For purposes of this analysis, management excludes L&RFD, FPNP, and cash and cash equivalents, for the reasons provided in the debt analysis above and uses Adjusted Net Debt in the calculation. The Company believes this approach provides management a more accurate picture of the Company’s leverage profile and capital structure, and assists investors in performing analysis that is consistent with financial models developed by Company management and research analysts. “Adjusted Net (Cash) Debt” and “Adjusted Invested Capital” are both non-GAAP financial measures. Additionally, these non-GAAP measures may vary among companies and may not be comparable to similarly titled non-GAAP measures used by other companies.