rusha20220426_8k.htm
false 0001012019 0001012019 2022-04-26 2022-04-26 0001012019 rusha:ClassACommonStockCustomMember 2022-04-26 2022-04-26 0001012019 rusha:ClassBCommonStockCustomMember 2022-04-26 2022-04-26

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): April 26, 2022
 
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 April 26, 2022, Rush Enterprises, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal first quarter ended March 31, 2022 (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 $0.19 per share of Class A and Class B Common Stock, to be paid on June 10, 2022, to all shareholders of record as of May 12, 2022.
 
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
 
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: April 26, 2022
 By:
/s/ Steven L. Keller
Chief Financial Officer and Treasurer    
 
 
 
 
 
 
ex_364462.htm

Exhibit 99.1

 

https://cdn.kscope.io/a4a5323b07b06d0656b0b9c521b0d2e5-ex_364462img001.jpg

 

 

 

 

Contact:                                                                

Rush Enterprises, Inc., San Antonio

Steven L. Keller, 830-302-5226

 

 

RUSH ENTERPRISES, INC. REPORTS FIRST QUARTER 2022 RESULTS,
ANNOUNCES $0.19 PER SHARE DIVIDEND

 

 

 

Revenues of $1.6 billion, net income of $92.5 million

 

Earnings per diluted share of $1.43, excluding one-time gain related to Momentum JV

 

Absorption ratio 136.3%

 

Record first quarter financial results primarily due to strong Class 8 truck sales and aftermarket growth

 

Board declares cash dividend of $0.19 per share of Class A and Class B common stock

 

SAN ANTONIO, Texas, April 26, 2022 — 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 March 31, 2022, the Company achieved revenues of $1.563 billion and net income of $92.5 million, or $1.60 per diluted share, compared with revenues of $1.232 billion and net income of $45.3 million, or $0.79 per diluted share, in the quarter ended March 31, 2021. On January 3, 2022, Cummins, Inc. and the Company closed on Cummins’ acquisition of a 50% equity interest in Momentum Fuel Technologies that resulted in a $12.5 million gain. Excluding the one-time gain related to the joint venture transaction, the Company’s adjusted net income for the quarter ended March 31, 2022 was $82.9 million, or $1.43 per diluted share. Additionally, the Company’s Board of Directors declared a cash dividend of $0.19 per share of Class A and Class B Common Stock, to be paid on June 10, 2022, to all shareholders of record as of May 12, 2022.

 

“We are extremely proud of our strong financial results, including overall revenues and net profit, which were both first quarter records for our company,” said W.M. “Rusty” Rush, Chairman, Chief Executive Officer and President of Rush Enterprises, Inc. “Our results were primarily driven by the continued strong economy and healthy consumer spending for much of the quarter. While new truck production capacity remained limited due to component part supply chain issues, our Class 8 new truck sales significantly outperformed the market. Our aftermarket revenues also greatly contributed to our financial results and were primarily driven by increased demand for parts and service support and our continued focus on our long-term aftermarket initiatives. Further, the acquisition of 19 dealership locations from The Summit Truck Group in the fourth quarter of 2021, and the gain on the sale in connection with the establishment of our joint venture with Cummins positively impacted our financial performance in the first quarter,” said Rush.

 

“Currently, the economy remains healthy and there continues to be pent up demand for new commercial vehicles and aftermarket services caused by supply constraints over the last year. These factors should positively impact commercial vehicle and aftermarket sales throughout the remainder of 2022. Conversely, we are beginning to see elevated fuel prices negatively impact spot market rates and believe inflation and rising interest rates may begin to negatively impact consumer spending and capital expenditures across a variety of industries we support. We are carefully monitoring these and other economic factors that may impact industry demand moving forward. However, with the ongoing integration of our strategic initiatives into our newly acquired dealership locations, and our continued disciplined approach to expense management, we believe our financial results will continue to be strong in 2022,” Rush said.

 

 

 

“It is important for me to recognize our employees for their unwavering commitment to our company and our long-term goals. A quarter like this simply would not have been possible without their outstanding contributions,” Rush said.

 

Operations

 

Aftermarket Products and Services         

 

Aftermarket products and services accounted for approximately 61% of the Company’s total gross profit in the first quarter of 2022, with parts, service and collision center revenues reaching $543.3 million, up 30.7% compared to the first quarter of 2021. The Company achieved a quarterly absorption ratio of 136.3% in the first quarter of 2022, compared to 122.6% in the first quarter of 2021.

 

“In the first quarter, there was strong demand for maintenance and repair of existing vehicles in operation.  This demand, combined with our growing technician work force, resulted in healthy parts and service activity from most market segments we support, particularly refuse, large national fleets and some energy customers,” said Rush.  “During the first quarter, we continued to expand and train our technician workforce, and we furthered our strategic initiatives by expanding our Xpress services, mobile service and contract maintenance offerings, all of which helped our aftermarket revenues grow,” he added.  “While parts supply constraints continue to impact the industry and limit our aftermarket growth somewhat, the scale of our nationwide parts inventory better equips us to manage parts shortages,” said Rush.

“As we look ahead, we expect parts supply constraints to continue to impact the industry through at least the remainder of the year, but we also believe parts and service demand will remain strong throughout 2022. Additionally, we continue to expand our dedicated aftermarket sales team to support large national fleets as well as increase the size of our technician workforce. By leveraging the geographic and product breadth of our network and implementing our processes and strategic initiatives at our new locations, we believe our aftermarket results will substantially outpace the industry this year,” said Rush.

 

Commercial Vehicle Sales

New U.S. Class 8 retail truck sales totaled 51,347 units in the first quarter of 2022, down 7.3% over the same time period last year, according to ACT Research. However, the Company significantly outpaced the industry, selling 3,528 new Class 8 trucks in the first quarter, an increase of 17.8% compared to the first quarter of 2021, and accounting for a 6.9% share of the new U.S. Class 8 truck market.

“While U.S. new Class 8 truck sales declined somewhat in the first quarter due to ongoing component parts supply chain issues, we experienced strong, broad-based demand from a wide variety of market segments, including over-the-road, construction and vocational customers. We are very pleased with our new Class 8 truck sales results in the first quarter despite continued production challenges that have limited the number of Class 8 trucks we have available to sell,” said Rush.

 

“Looking ahead, we believe production constraints caused by global supply chain issues will continue to negatively impact the new Class 8 truck market through the year, “said Rush. “Truck allocation by the manufacturers we represent will continue to limit our ability to meet the full demands of the market, but our backlogs remain strong, and we believe our results will outpace the industry in 2022,” said Rush.

 

New U.S. Class 4 through 7 retail commercial vehicle sales totaled 57,243 units in the first quarter of 2022, down 7.8% over the same time period last year, according to ACT Research. The Company sold 2,141 Class 4-7 medium-duty commercial vehicles in the first quarter, a decrease of 8.3% compared to the first quarter of 2021, which accounted for 3.7% of the U.S. Class 4 through 7 commercial vehicle market.

 

“In the first quarter, most of the medium-duty truck manufacturers we represent were still significantly limiting production, with some manufacturers increasing production of more profitable heavy-duty trucks instead of medium-duty trucks,” said Rush. “That said, we experienced strong, widespread demand from most market segments, especially vocational and municipalities. Looking ahead, we expect medium-duty truck production will remain constrained until at least later this year, and we believe our medium-duty truck sales results will be consistent with the industry in 2022,” he added.

 

 

 

The Company sold 2,395 used commercial vehicles in the first quarter of 2022, a 24.5% increase compared to the first quarter of 2021. “Strong demand for used trucks continued in the first quarter, with broad-based activity from most market segments we support. However, used truck values are beginning to retract from their historically high levels in 2021, and we believe used truck values will continue to moderate throughout the remainder of 2022. We believe softening spot rates will be offset by new truck production constraints resulting in healthy used truck demand for the remainder of 2022,” said Rush.

 

Network Expansion

 

In the first quarter, the Company expanded its network with Rush Truck Centers – Miami Northwest, which offers parts and used truck sales. “This new location strengthens our presence in a major trucking market and enables us to enhance the support we provide to customers in Florida,” said Rush.

 

Next week, the Company expects to close on a deal to acquire an additional 30% of Rush Truck Centres of Canada Limited, the largest International Truck dealer in Canada, bringing the Company’s total ownership of Rush Truck Centres of Canada Limited to 80%. “We have been integrating Rush Truck Centres of Canada’s 15 dealership locations to our network since 2019, and we are pleased to expand our investment, to further support cross-border transportation customers,” said Rush.

 

Financial Highlights

 

In the first quarter of 2022, the Company’s gross revenues totaled $1.563 billion, a 26.9% increase from $1.232 billion in the first quarter of 2021. Net income for the quarter was $92.5 million, or $1.60 per diluted share, compared to net income of $45.3 million, or $0.79 per diluted share, in the quarter ended March 31, 2021. On January 3, 2022, Cummins, Inc. and the Company closed on Cummins’ acquisition of a 50% equity interest in Momentum Fuel Technologies that resulted in a $12.5 million gain. Excluding the one-time gain related to the joint venture transaction, the Company’s adjusted net income for the quarter ended March 31, 2022 was $82.9 million, or $1.43 per diluted share.

 

Aftermarket products and services revenues were $543.3 million in the first quarter of 2022, compared to $415.7 million in the first quarter of 2021. The Company delivered 3,528 new heavy-duty trucks, 2,141 new medium-duty commercial vehicles, 481 new light-duty commercial vehicles and 2,395 used commercial vehicles during the first quarter of 2022, compared to 2,995 new heavy-duty trucks, 2,334 new medium-duty commercial vehicles, 395 new light-duty commercial vehicles and 1,924 used commercial vehicles during the first quarter of 2021.

 

Rush Truck Leasing operates 52 PacLease and Idealease franchises across the country with more than 8,800 trucks in its lease and rental fleet and more than 1,600 trucks under contract maintenance agreements. Lease and rental revenue increased 22.5% in the first quarter of 2022 compared to the first quarter of 2021. This increase was primarily related to the acquisition of the Summit Idealease locations in the fourth quarter of 2021.

 

During the first quarter of 2022, the Company repurchased $15.3 million of its common stock pursuant to its stock repurchase plan. In addition, the Company paid a cash dividend of $11.1 million during the first quarter.

 

“Throughout the first quarter, we remained focused on our long-term strategic initiatives and diligent expense management, resulting in record-high first quarter revenues and profitability,” said Rush. “Further, we are proud to continue to return value to shareholders while keeping a strong balance sheet and cash position,” he added.

 

Conference Call Information

 

Rush Enterprises will host its quarterly conference call to discuss earnings for the first quarter on Wednesday, April 27, 2022, at 10 a.m. Eastern/9 a.m. Central. The call can be heard live by dialing 877-638-4557 (U.S.) or 914-495-8522 (International) 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 July 15, 2022. Listen to the audio replay until May 4, 2022 by dialing 855-859-2056 (U.S.) or 404-537-3406 (International) and entering the Conference ID 7877548.

 

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 139 locations in 23 states, including 125 franchised Rush Truck Center locations. 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, 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 body shop operations plus financing, insurance, leasing and rental. Rush Enterprises' operations also provide CNG fuel systems (through its investment in Cummins Clean Fuel Technologies, Inc.), telematics products and other vehicle technologies, as well as vehicle up-fitting, chrome accessories and tires. For more information, please visit us at www.rushtruckcenters.com, www.rushenterprises.com and www.rushtruckcentersracing.com, on Twitter @rushtruckcenter and Facebook.com/rushtruckcenters.

 

Certain statements contained in this release, including those concerning current and projected market conditions, sales forecasts, market share forecasts, the impact of the acquisition of certain dealership assets from The Summit Truck Group and anticipated demand for the Companys services, are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Such forward-looking statements only speak as of the date of this release and the Company assumes no obligation to update the information included in this release. 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, inflation and the interest rate environment, governmental regulation and supervision, product introductions and acceptance, changes in industry practices, the duration and severity of the COVID-19 pandemic and governmental mandates in connection therewith, one-time events and other factors described herein and in filings made by the Company with the Securities and Exchange Commission, including in our annual report on Form 10-K for the fiscal year ended December 31, 2021. In addition, the declaration and payment of cash dividends and authorization of future share repurchase programs remains at the sole discretion of the Companys Board of Directors and the issuance of future dividends and authorization of future share repurchase programs will depend upon the Companys financial results, cash requirements, future prospects, applicable law and other factors that may be deemed relevant by the Companys Board of Directors. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual business and financial results and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.

 

-Tables and Additional Information to Follow-

 

 

 

 

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Shares and Per Share Amounts)

 

   

March 31,

   

December 31,

 
   

2022

   

2021

 
   

(unaudited)

         

 Assets

               

 Current assets:

               

Cash and cash equivalents

  $ 209,526     $ 148,146  

Accounts receivable, net

    186,757       140,186  

Inventories, net

    1,111,067       1,020,136  

Prepaid expenses and other

    16,225       15,986  

 Total current assets

    1,523,575       1,324,454  

 Property and equipment, net

    1,265,601       1,278,207  

 Operating lease right-of-use assets, net

    65,674       69,008  

 Goodwill, net

    370,331       370,331  

 Other assets, net

    96,367       77,977  

 Total assets

  $ 3,321,548     $ 3,119,977  
                 

 Liabilities and shareholders equity

               

 Current liabilities:

               

Floor plan notes payable

  $ 702,209     $ 630,731  

Current maturities of finance lease obligations

    26,913       26,695  

Current maturities of operating lease obligations

    11,988       12,096  

Trade accounts payable

    171,119       122,291  

Customer deposits

    71,846       80,561  

Accrued expenses

    144,627       131,130  

 Total current liabilities

    1,128,702       1,003,504  

 Long-term debt, net of current maturities

    338,426       334,926  

 Finance lease obligations, net of current maturities

    85,522       89,835  

 Operating lease obligations, net of current maturities

    54,780       57,976  

 Other long-term liabilities

    27,587       26,514  

 Deferred income taxes, net

    141,492       140,473  

 Shareholders’ equity:

               

Preferred stock, par value $.01 per share; 1,000,000 shares authorized; 0 shares outstanding in 2022 and 2021

           

Common stock, par value $.01 per share; 60,000,000 Class A shares and 20,000,000 Class B shares authorized; 43,093,711 Class A shares and 12,597,341 Class B shares outstanding in 2022; and 43,107,867 Class A shares and 12,398,606 Class B shares outstanding in 2021

    568       563  

 Additional paid-in capital

    482,146       470,750  

 Treasury stock, at cost: 531,969 Class A shares and 596,298 Class B shares in 2022; and 339,786 Class A shares and 492,052 Class B shares in 2021

    (52,248 )     (36,933 )

 Retained earnings

    1,113,341       1,031,582  

  Accumulated other comprehensive income

    1,232       787  

 Total shareholders’ equity

    1,545,039       1,466,749  

Total liabilities and shareholders equity

  $ 3,321,548     $ 3,119,977  

 

 

 

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

(Unaudited)

 

   

Three Months Ended

March 31,

 
   

2022

   

2021

 
   

(Unaudited)

   

(Unaudited)

 

Revenues

               

New and used commercial vehicle sales

  $ 935,719     $ 747,719  

Aftermarket products and services sales

    543,263       415,737  

Lease and rental

    71,335       58,227  

Finance and insurance

    7,525       6,465  

Other

    5,360       3,658  

Total revenue

    1,563,202       1,231,806  

Cost of products sold

               

New and used commercial vehicle sales

    834,993       677,092  

Aftermarket products and services sales

    334,208       261,842  

Lease and rental

    48,561       48,058  

Total cost of products sold

    1,217,762       986,992  

Gross profit

    345,440       244,814  

Selling, general and administrative expense

    224,447       174,955  

Depreciation and amortization expense

    13,674       13,726  

Gain on sale of assets

    180       92  

Operating income

    107,499       56,225  

Other income

    14,064       919  

Interest expense, net

    1,219       507  

Income before taxes

    120,344       56,637  

Income tax provision

    27,891       11,304  

Net income

  $ 92,453     $ 45,333  
                 

Earnings per common share:

               

Basic

  $ 1.65     $ 0.82  

Diluted

  $ 1.60     $ 0.79  
                 

Weighted average shares outstanding:

               

Basic

    55,938       55,567  

Diluted

    57,912       57,734  
                 

Dividends declared per common share

  $ 0.19     $ 0.18  

 

 

 

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

 

Commercial Vehicle Sales Revenue                                            (in thousands)

 

March 31,

2022

   

March 31,

2021

 

New heavy-duty vehicles

  $ 546,141     $ 449,997  

New medium-duty vehicles (including bus sales revenue)

    178,045       188,218  

New light-duty vehicles

    23,801       18,407  

Used vehicles

    185,673       88,343  

Other vehicles

    2,059       2,754  
                 

Absorption Ratio

    136.3 %     122.6 %

 

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.

 

 

 

 

Debt Analysis (in thousands)

 

March 31,

2022

   

March 31,

2021

 

Floor plan notes payable

  $ 702,209     $ 550,304  

Current maturities of long-term debt

 

      135,523  

Current maturities of finance lease obligations

    26,913       26,448  

Long-term debt, net of current maturities

    338,426       369,587  

Finance lease obligations, net of current maturities

    85,522       93,584  

Total Debt (GAAP)

    1,153,070       1,175,446  

Adjustments:

               

Debt related to lease & rental fleet

    (446,529 )     (581,692 )

Floor plan notes payable

    (702,209 )     (550,304 )

Adjusted Total Debt (Non-GAAP)

    4,332       43,450  

Adjustment:

               

Cash and cash equivalents

    (209,526 )     (316,070 )

Adjusted Net Debt (Cash) (Non-GAAP)

  $ (205,194 )   $ (272,620 )

 

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 floor plan credit agreements require it to repay loans used to purchase vehicles when such vehicles are sold. The Company has the capacity to finance all of its lease and rental fleet under its lines of credit established for this purpose, but may choose to only partially finance the lease and rental fleet depending on business conditions and its management of cash and interest expense. The Company’s lease and rental fleet inventory 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 and 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)

 

March 31,

2022

   

March 31,

2021

 

Net Income (GAAP)

  $ 288,535     $ 137,113  

Provision for income taxes

    88,855       39,578  

Interest expense

    2,482       4,752  

Depreciation and amortization

    53,302       56,852  

(Gain) loss on sale of assets

    (1,520 )     (1,844 )

EBITDA (Non-GAAP)

    431,654       236,451  

Adjustment:

               

Interest expense associated with FPNP

    469       (3,808 )

Adjusted EBITDA (Non-GAAP)

  $ 432,123     $ 232,643  

 

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)

 

March 31,

2022

   

March 31,

2021

 

Net cash provided by operations (GAAP)

  $ 416,790     $ 664,308  

Acquisition of property and equipment

    (179,933 )     (119,644 )

Free cash flow (Non-GAAP)

    236,857       544,664  

Adjustments:

               

Draws (payments) on floor plan financing, net

    151,905       (238,495 )

Proceeds from L&RFD

    46,305       80,333  

Principal payments on L&RFD

    (92,691 )     (179,423 )

Cash used for L&RF purchases

    71,423    

 

Non-maintenance capital expenditures

    19,370       6,918  

Adjusted Free Cash Flow (Non-GAAP)

  $ 433,169     $ 213,997  

 

“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 scheduled principal payments on fixed rate notes payable related specifically to the financing of the lease and rental fleet that are included in Cash flows from financing activities; (v) subtracts lease and rental fleet purchases that are included in acquisition of property and equipment and not financed under the lines of credit for cash and interest expense management purposes; and (vi) 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)

 

March 31,

2022

   

March 31,

2021

 

Total Shareholders' equity (GAAP)

  $ 1,545,039     $ 1,309,229  

Adjusted net debt (cash) (Non-GAAP)

    (205,194 )     (272,620 )

Adjusted Invested Capital (Non-GAAP)

  $ 1,339,845     $ 1,036,609  

 

“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.