rusha20221025_8k.htm
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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 25, 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 October 25, 2022, Rush Enterprises, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its third quarter ended September 30, 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 $0.21 per share of Class A and Class B Common Stock, to be paid on December 9, 2022, to all shareholders of record as of November 10, 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
 
99.1
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 25, 2022
By:
/s/ Steven L. Keller
Chief Financial Officer and Treasurer  
 
       
 
ex_436712.htm

Exhibit 99.1

 

https://cdn.kscope.io/37a4fa56da02a60ae04cc8c8af75865c-logo01.jpg

 

 

 

Contact:                                                                

Rush Enterprises, Inc., San Antonio

Steven L. Keller, 830-302-5226

 

 

RUSH ENTERPRISES, INC. REPORTS THIRD QUARTER 2022 RESULTS,

ANNOUNCES $0.21 PER SHARE DIVIDEND

 

 

Revenues of $1.86 billion, net income of $90.4 million

 

Earnings per diluted share of $1.59

 

Absorption ratio 136.2%

 

Board declares cash dividend of $0.21 per share of Class A and Class B common stock

 

Strong third quarter financial results due to healthy demand for new commercial vehicles and aftermarket parts and service and execution of our strategic initiatives

 

SAN ANTONIO, Texas, October 25, 2022 — Rush Enterprises, Inc. (NASDAQ: RUSHA & RUSHB), which operates the largest network of commercial vehicle dealerships in North America, today announced that for the third quarter ended September 30, 2022, the Company achieved revenues of $1.86 billion and net income of $90.4 million, or $1.59 per diluted share, compared with revenues of $1.27 billion and net income of $69.4 million, or $1.20 per diluted share, in the quarter ended September 30, 2021. Additionally, the Company’s Board of Directors declared a cash dividend of $0.21 per share of Class A and Class B common stock, to be paid on December 9, 2022, to all shareholders of record as of November 10, 2022.

 

“We are very proud of our team for their strong financial performance in the third quarter,” said W.M. “Rusty” Rush, Chairman, Chief Executive Officer and President of Rush Enterprises, Inc. “Though growth in consumer spending may be slowing, strong demand for new commercial vehicles and aftermarket services continues throughout our industry. Our aftermarket revenues continued to grow in the third quarter, and we expect aftermarket demand to remain strong for the remainder of the year. New truck production remains limited due to ongoing component part supply chain issues, but we continue to experience healthy widespread demand for both Class 8 and Class 4-7 new commercial vehicles. That said, used truck values have declined significantly since their peak earlier this year. As a result, we have reduced our inventory to historically low levels to navigate uncertainty in used truck values moving forward,” Rush added.

“Our 17 dealership locations acquired from The Summit Truck Group in the fourth quarter of 2021 and our 15 locations in Canada whose operating results are now consolidated into the Company’s financials are already positively impacting our financial results. We are seeing improving results from these locations as we introduce our processes and our strategic initiatives, and as we further integrate them into our organization, we believe these locations will continue to have a positive financial impact on our company,” said Rush.

 

“We are closely watching inflation and rising interest rates, which are beginning to negatively impact consumer spending. Rising interest rates, along with soft spot rates and elevated fuel prices, are also negatively impacting many smaller carriers and their ability to purchase new vehicles. However, due to continuing limitations on new truck production capacity, the pent-up demand for new trucks continues, along with the ongoing widespread demand for parts and service. As we maintain our disciplined approach to expense management and remain focused on our strategic aftermarket initiatives, we believe our financial results will be strong for the remainder of 2022,” Rush said.

 

 

 

“It is important that I thank our employees for their outstanding work, which helped us achieve such a strong quarter. In recognition of their hard work, I am happy to announce that in mid-December, we will be giving a one-time discretionary $1,000 bonus to all employees who are employed with us as of that date and who have been with us since September 22, 2022. This bonus is one small way for us to thank our employees for remaining focused on our company goals while providing steadfast support to our customers each and every day,” said Rush.

 

Operations

 

Aftermarket Products and Services

 

Aftermarket products and services accounted for approximately 63.8% of the Company's total gross profits in the third quarter, with parts, service and collision center revenues totaling $622.1 million, up 34.4% compared to the third quarter of 2021. The Company achieved a quarterly absorption ratio of 136.2% in the third quarter of 2022, compared to 134.0% in the third quarter of 2021.

 

“In the third quarter, strong demand continued for parts and service in most market segments, particularly refuse, leasing and energy. Our ongoing initiative to support large national fleets by expanding our aftermarket sales team helped drive our growth this quarter, especially at our newly acquired locations. Further, we continued to add service technicians to our nationwide network, which also contributed to our strong results this quarter,” Rush said.

 

“Looking ahead, we will remain diligently focused on capitalizing on our strengths, which include supporting large fleet customers throughout North America with our unparalleled dealership network and the breadth of products and services we provide, including telematics, upfitting and refurbishing work for our diverse customer base,” said Rush. “We will also continue to strategically expand our technician and aftermarket sales teams across the country. We believe that our strategic initiatives will result in our aftermarket results substantially outperforming the industry this year,” Rush stated. “While parts supply constraints are still impacting the industry, we are beginning to see parts supply catch up to the needs of the market. In addition, we expect demand for repairs and maintenance to remain strong through the end of the year, despite fewer working days in the fourth quarter and seasonal softness that the industry typically experiences through the winter months,” Rush said.

 

Commercial Vehicle Sales

 

New U.S. Class 8 retail truck sales totaled 67,939 units in the third quarter of 2022, up 27.0% from the third quarter of last year, according to ACT Research. The Company sold 4,200 new Class 8 trucks in the third quarter, an increase of 65.5% compared to the third quarter of 2021, which accounted for 6.0% of the new U.S. Class 8 truck market and 1.4% of the new Canadian Class 8 truck market.

 

“In the third quarter, we experienced healthy demand from most market segments, especially over-the-road and vocational customers. However, supply chain issues continue to limit the availability of new trucks,” said Rush. “Looking to the future, our backlog remains strong, and while production remains limited, we are optimistic that new Class 8 truck production will increase and that supply will begin to catch up to the needs of the market. Truck allocation has limited our growth potential this year, but we believe our fourth quarter new Class 8 truck sales will align with our third quarter results, and that we will continue to outpace the industry in the fourth quarter,” he added.

 

New U.S. Class 4 through 7 retail commercial vehicle sales totaled 60,211 units in the third quarter of 2022, up 0.7% compared to the third quarter of last year, according to ACT Research. The Company sold 3,223 new Class 4 through 7 medium-duty commercial vehicles in the third quarter of 2022, an increase of 15.4% compared to the third quarter of 2021, which accounted for 5.3% of the new U.S. Class 4 through 7 commercial vehicle market and 1.7% of the new Canadian Class 4 through 7 commercial vehicle market.

 

 

 

The Company sold 1,763 used commercial trucks in the third quarter of 2022, an increase of 3.0% over the third quarter of 2021.

 

“We continued to experience healthy widespread demand for medium-duty trucks in the third quarter, particularly from vocational and food and beverage customers. However, supply constraints continued to limit Class 4-7 new truck production, which negatively impacted our ability to meet the needs of the market,” Rush said. “Looking ahead, we expect medium-duty commercial vehicle production will remain constrained for some time. We believe our medium-duty commercial vehicle sales will align with the industry for the remainder of 2022,” said Rush.

 

“We continue to lead the industry when it comes to alternative fuel vehicles, including compressed natural gas (CNG) vehicles and electric vehicles (EV). Through our partnership with Cummins in Cummins Clean Fuel Technologies and collaborations with the truck manufacturers we represent, we are working to not only offer alternative fuel vehicle options to interested customers, but also planning to build EV charging stations at many of our locations to further support our customers and EV adoption,” Rush said.

 

“An increase in new truck production in the third quarter resulted in decreased overall demand for used Class 8 on-highway trucks. Further, weak spot rates, rising interest rates and high diesel prices continued to place a burden on small fleets and owner-operators. With some uncertainty related to used truck demand and values in the months ahead, we took swift action to minimize our used truck inventory, which is now at a historically low level. With continued softness in used truck demand expected in the fourth quarter, we are monitoring used truck values and our own stocking levels to ensure we are able to both support the needs of the market and help minimize the impact of the declining used truck market on our financial results,” Rush said.

 

Leasing and Rental

 

Rush Truck Leasing operates 57 PacLease and Idealease franchises across the United States and Canada with more than 10,100 trucks in its lease and rental fleet and more than 1,600 trucks under contract maintenance agreements. Lease and rental revenue increased 36.7% in the third quarter of 2022 compared to the third quarter of 2021.

 

“Rush Truck Leasing’s financial results remained strong in the third quarter, with healthy rental demand due in part to limited new truck production. Looking to the fourth quarter, although operating costs may increase slightly due to the age of our fleet, we expect our leasing and rental revenues to remain strong, contributing significantly to our overall profitability,” said Rush.

 

Financial Highlights

 

In the third quarter of 2022, the Company’s gross revenues totaled $1.86 billion, a 47.2% increase from gross revenues of $1.27 billion reported for the third quarter of 2021. Net income for the third quarter was $90.4 million, or $1.59 per diluted share, compared to net income of $69.4 million, or $1.20 per diluted share, in the third quarter of 2021.

 

Aftermarket products and services revenues were $622.1 million in the third quarter of 2022, compared to $463.0 million in the third quarter of 2021. The Company delivered 4,200 new heavy-duty trucks, 3,223 new medium-duty commercial vehicles, 608 new light-duty commercial vehicles and 1,763 used commercial vehicles during the third quarter of 2022, compared to 2,537 new heavy-duty trucks, 2,792 new medium-duty commercial vehicles, 361 new light-duty commercial vehicles and 1,712 used commercial vehicles during the third quarter of 2021.

 

During the third quarter of 2022, the Company repurchased $33.1 million of its common stock, paid a cash dividend of $11.5 million and ended the quarter with $218.7 million in cash and cash equivalents.

“We are proud of our strong financial results this quarter, which allowed us to continue to return value to shareholders as well as invest in our Company’s future. Our diligent cost management and ongoing focus on our long-term goals positively impacted our revenues and profitability in the third quarter,” said Rush.

 

 

 

Conference Call Information

 

Rush Enterprises will host its quarterly conference call to discuss earnings for the third quarter on Wednesday, October 26, 2022, at 10 a.m. Eastern/9 a.m. Central. Participants can register for the call using the link https://register.vevent.com/register/BI503aa1da4d0d4b3bafbc9908520a0574 and to listen to the call visit our website 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 10, 2023. Listen to the audio replay via the webcast replay at http://investor.rushenterprises.com/events.cfm.

 

 

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 150 locations in 23 states and Ontario, Canada, including 125 franchised dealership locations. These vehicle centers, strategically located in high traffic areas on or near major highways throughout the United States and Ontario, Canada, 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, the impact of the operating results of the locations in Canada being consolidated into the Companys financials 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)

 

   

September 30,

   

December 31,

 
   

2022

   

2021

 
   

(unaudited)

         

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 219,519     $ 148,146  

Accounts receivable, net

    220,832       140,186  

Inventories, net

    1,351,930       1,020,136  

Prepaid expenses and other

    17,075       15,986  

Total current assets

    1,809,356       1,324,454  

Property and equipment, net

    1,351,968       1,278,207  

Operating lease right-of-use assets, net

    103,652       69,008  

Goodwill, net

    415,754       370,331  

Other assets, net

    61,849       77,977  

Total assets

  $ 3,742,579     $ 3,119,977  
                 

Liabilities and shareholders equity

               

Current liabilities:

               

Floor plan notes payable

  $ 935,785     $ 630,731  

Current maturities of finance lease obligations

    28,165       26,695  

Current maturities of operating lease obligations

    15,176       12,096  

Trade accounts payable

    185,695       122,291  

Customer deposits

    91,188       80,561  

Accrued expenses

    163,374       131,130  

Total current liabilities

    1,419,383       1,003,504  

Long-term debt, net of current maturities

    307,065       334,926  

Finance lease obligations, net of current maturities

    82,613       89,835  

Operating lease obligations, net of current maturities

    89,729       57,976  

Other long-term liabilities

    19,376       26,514  

Deferred income taxes, net

    148,394       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; 42,373,737 Class A shares and 12,092,098 Class B shares outstanding in 2022; and 43,107,867 Class A shares and 12,398,606 Class B shares outstanding in 2021

    571       563  

Additional paid-in capital

    494,703       470,750  

Treasury stock, at cost: 1,493,121 Class A shares and 1,103,433 Class B shares in 2022; and 339,786 Class A shares and 492,052 Class B shares in 2021

    (123,781 )     (36,933 )

Retained earnings

    1,291,602       1,031,582  

Accumulated other comprehensive income

    (5,637 )     787  

Total Rush Enterprises, Inc. shareholders’ equity

    1,657,458       1,466,749  

Noncontrolling interest

    18,561        

Total shareholders’ equity

    1,676,019       1,466,749  

Total liabilities and shareholders equity

  $ 3,742,579     $ 3,119,977  

 

 

 

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,

 
   

2022

   

2021

   

2022

   

2021

 
                                 

Revenues

                               

New and used commercial vehicle sales

  $ 1,142,201     $ 729,344     $ 3,176,175     $ 2,274,332  

Parts and service sales

    622,130       463,020       1,763,691       1,324,283  

Lease and rental

    85,688       62,689       237,561       182,312  

Finance and insurance

    7,639       6,851       22,919       20,723  

Other

    6,628       4,617       18,383       12,692  

Total revenue

    1,864,286       1,266,521       5,218,729       3,814,342  

Cost of products sold

                               

New and used commercial vehicle sales

    1,045,658       656,411       2,875,057       2,053,271  

Parts and service sales

    378,748       280,866       1,080,240       819,786  

Lease and rental

    58,482       46,949       162,378       143,394  

Total cost of products sold

    1,482,888       984,226       4,117,675       3,016,451  

Gross profit

    381,398       282,295       1,101,054       797,891  

Selling, general and administrative expense

    242,609       179,890       692,383       539,579  

Depreciation and amortization expense

    13,961       13,137       41,545       40,284  

Gain on sale of assets

    2,209       901       2,433       1,157  

Operating income

    127,037       90,169       369,559       219,185  

Other (expense) income

    (215 )     1,951       22,182       4,616  

Interest expense, net

    6,275       271       10,662       566  

Income before taxes

    120,547       91,849       381,079       223,235  

Provision for income taxes

    29,884       22,450       87,290       50,459  

Net income

    90,663       69,399       293,789       172,776  

Less: Net income attributable to noncontrolling Interests

    287             733        

Net income attributable to Rush Enterprises, Inc.

  $ 90,376     $ 69,399     $ 293,056     $ 172,776  
                                 

Net income attributable to Rush Enterprises, Inc. per share of common stock:

                               

Basic

  $ 1.64     $ 1.24     $ 5.27     $ 3.09  

Diluted

  $ 1.59     $ 1.20     $ 5.11     $ 2.99  
                                 

Weighted average shares outstanding:

                               

Basic

    55,232       56,007       55,601       55,882  

Diluted

    56,875       57,806       57,363       57,834  
                                 

Dividends declared per common share

  $ 0.21     $ 0.19     $ 0.59     $ 0.55  

 

 

 

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,

2022

   

September 30,

2021

 

New heavy-duty vehicles

  $ 688,289     $ 376,166  

New medium-duty vehicles (including bus sales revenue)

    284,068       230,418  

New light-duty vehicles

    30,532       16,440  

Used vehicles

    131,537       102,999  

Other vehicles

    7,775       3,321  
                 

Absorption Ratio

    136.2 %     134.0 %

 

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)

 

September 30,

2022

   

September 30,

2021

 

Floor plan notes payable

  $ 935,785     $ 354,346  

Current maturities of long-term debt

 

 

      64,854  

Current maturities of finance lease obligations

    28,165       26,787  

Long-term debt, net of current maturities

    307,065       309,014  

Finance lease obligations, net of current maturities

    82,613       88,870  

Total Debt (GAAP)

    1,353,628       843,871  

Adjustments:

               

Debt related to lease & rental fleet

    (413,566 )     (485,141 )

Floor plan notes payable

    (935,785 )     (354,346 )

Adjusted Total Debt (Non-GAAP)

    4,277       4,384  

Adjustment:

               

Cash and cash equivalents

    (219,519 )     (259,693 )

Adjusted Net Debt (Cash) (Non-GAAP)

  $ (215,242 )   $ (255,309 )

 

 

 

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)

 

September 30,

2022

   

September 30,

2021

 

Net Income (GAAP)

  $ 361,695     $ 213,801  

Provision for income taxes

    109,099       63,048  

Interest expense

    11,866       1,549  

Depreciation and amortization

    54,615       54,471  

Gain on sale of assets

    (2,708 )     (1,202 )

EBITDA (Non-GAAP)

    534,567       331,667  

Adjustments:

               

Interest income (expense) associated with FPNP

    (6,690 )     217  

Adjusted EBITDA (Non-GAAP)

  $ 527,877     $ 331,884  

 

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,

2022

   

September 30,

2021

 

Net cash provided by operations (GAAP)

  $ 166,701     $ 611,158  

Acquisition of property and equipment

    (220,102 )     (150,679 )

Free cash flow (Non-GAAP)

    (53,401 )     460,479  

Adjustments:

               

Draws (payments) on floor plan financing, net

    553,646       (206,725 )
Draws (payments) on L&RFD     (146,800 )      
Proceeds from L&RFD           83,815  

Principal payments on L&RFD

          (176,975 )

Cash used for L&RF purchases

    145,664       18,787  

Non-maintenance capital expenditures

    20,748       10,319  

Adjusted Free Cash Flow (Non-GAAP)

  $ 519,857     $ 189,700  

 

“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) adds back (or subtracts payments) on debt related specifically to the financing of the lease and rental fleet that are included in Cash flows from financing activities; (v) adds back 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)

 

September 30,

2022

   

September 30,

2021

 

Total Shareholders' equity (GAAP)

  $ 1,676,019     $ 1,412,783  

Adjusted net debt (cash) (Non-GAAP)

    (215,242 )     (255,309 )

Adjusted Invested Capital (Non-GAAP)

  $ 1,460,777     $ 1,157,474  

 

“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.