rusha20230425_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): April 25, 2023
 
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 25, 2023, Rush Enterprises, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its first quarter ended March 31, 2023 (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 June 9, 2023, to all shareholders of record as of May 10, 2023.
 
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 April 25, 2023.
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 25, 2023 By: /s/ Steven L. Keller   
    Chief Financial Officer and Treasurer
          
 
ex_506332.htm

Exhibit 99.1

 

https://cdn.kscope.io/3098835366fa33f09ec9f4d629395386-logo.jpg

 

Contact:                                                                

Rush Enterprises, Inc., San Antonio

Steven L. Keller, 830-302-5226

 

 

RUSH ENTERPRISES, INC. REPORTS FIRST QUARTER 2023 RESULTS,
ANNOUNCES $0.21 PER SHARE DIVIDEND

 

 

 

Revenues of $1.9 billion, net income of $90.5 million

 

Earnings per diluted share of $1.60

 

Absorption ratio 136.5%

 

Strong revenues and profitability due to pent-up demand for new commercial vehicles

 

Aftermarket revenue growth significantly outpaced the industry with focus on national accounts and increase in mobile service capabilities

 

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

 

SAN ANTONIO, Texas, April 25, 2023 — 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, 2023, the Company achieved revenues of $1.912 billion and net income of $90.5 million, or $1.60 per diluted share, compared with revenues of $1.563 billion and net income of $92.5 million, or $1.60 per diluted share, in the quarter ended March 31, 2022. 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 $0.21 per share of Class A and Class B Common Stock, to be paid on June 9, 2023, to all shareholders of record as of May 10, 2023.

 

“We are very proud of our team for their exceptional work and for our strong start to the year,” said W.M. “Rusty” Rush, Chairman, Chief Executive Officer and President of Rush Enterprises, Inc. “In the first quarter, our financial results were largely driven by our focus on supporting national accounts as well as pent-up demand for new Class 8 and Class 4-7 trucks due to limited new truck production over the past few years. Due to the OEMs we represent increasing production of medium-duty commercial vehicles, we were able to significantly outpace the industry in new Class 4-7 commercial vehicle sales. There was also strong, widespread demand for parts and service during the first quarter, and we experienced substantial growth in aftermarket revenues largely as a result of expanding our technician workforce, with an emphasis on hiring mobile technicians, which is a key element of our strategic plan,” Rush said.

 

“It should be noted that another contributing factor to our year-over-year growth is the consolidation of Rush Truck Centres of Canada Limited’s 15 dealership locations into our financials starting in May 2022. We are confident these locations will continue to have a positive impact on our financial results as we continue to integrate them into our organization,” he said.

 

“Looking ahead, we expect that truck production will continue to improve and demand for new commercial vehicles will remain strong. Used truck values continued to depreciate at a faster than normal pace in the first quarter, but we expect the rate of decline to begin to slow in the second quarter. We continue to expand our technician workforce with a focus on supporting national accounts, and we to continue to invest in our strategic initiatives which we believe will continue to drive our aftermarket revenue growth this year. With respect to current industry conditions, we believe smaller operators are being impacted by inflation and interest rates, and revenue growth from those customers is not keeping pace with revenues attributable to large fleets. We will continue to closely monitor the housing market, freight rates, fuel prices and other economic factors which may impact truck and aftermarket demand through the year,” Rush added.

 

 

 

“It is very important for me to express my gratitude to our employees for their steadfast commitment to providing exceptional service to our customers, which is enabling us to achieve our company’s goals. It is only due to their hard work that we were able to start the year on such a positive note,” he added.

 

Operations

 

Aftermarket Products and Services         

 

Aftermarket products and services accounted for approximately 61.7% of the Company’s total gross profit in the first quarter of 2023, with parts, service and collision center revenues reaching $648.2 million, up 19.3% compared to the first quarter of 2022. The Company achieved a quarterly absorption ratio of 136.5% in the first quarter of 2023, compared to 136.3% in the first quarter of 2022.

 

“In the first quarter, we experienced strong, widespread demand for aftermarket parts and services from most market segments we serve. Our growth was largely driven by our support of large national accounts and the addition of technicians to our network during the quarter, the majority of which were mobile technicians. The hiring of mobile technicians is an important part of our long-term strategy to expand our mobile service offerings across the country. Further, we remained focused on improving our Xpress services and expanding our contract maintenance offerings for large fleets. All of these factors enabled our revenue growth to significantly outpace the industry in the first quarter,” said Rush.

 

“Looking ahead, we anticipate the rate of inflation to continue to slow, and that parts revenue growth will moderate throughout the year when compared to our first quarter results. While we are still experiencing supply chain issues with respect to certain component parts, we believe we will see continued supply chain improvements throughout the year. We remain committed to expanding our national accounts footprint and mobile service capabilities, as well as continuing our integration efforts with respect to our recently acquired locations. Considering the normal demand increases that we usually experience throughout the spring and summer and our focus on achieving operational efficiencies, we expect our aftermarket financial results to remain strong this year,” said Rush.

Commercial Vehicle Sales

New U.S. Class 8 retail truck sales totaled 65,821 units in the first quarter of 2023, up 28.2% over the same time period last year, according to ACT Research. The Company sold 4,365 new Class 8 trucks in the first quarter, an increase of 23.7% compared to the first quarter of 2022, which accounted for 6.4% of the new U.S. Class 8 truck market and 2.2% of the Canada Class 8 truck market. ACT Research forecasts U.S. retail sales of new Class 8 trucks to total 259,018 units in 2023, a 0.1% decrease compared to 2022. Our current backlog for trucks is $4.210 billion, up 22% from the same time last year.

 

“Throughout the first quarter, despite freight rates continuing to soften, there was widespread demand for new commercial vehicles throughout the market segments we support due to limited truck production over the past few years. While truck allocation from the manufacturers we represent limited our growth potential somewhat, we benefited from healthy demand from over the road, vocational, car haulers, energy customers and large national fleets,” said Rush.

 

“Looking ahead, new truck production is improving, but has not yet caught up to customer demand. Our backlog remains strong as customers are preparing for upcoming emission regulations, and we are optimistic about the production capabilities of the manufacturers we represent. We expect our second quarter new Class 8 truck sales results to be consistent with our first quarter results,” he said.

 

New U.S. Class 4 through 7 retail commercial vehicle sales totaled 56,129 units in the first quarter of 2023, down 1.9% over the same time period last year, according to ACT Research. The Company sold 3,038 Class 4 through 7 medium-duty commercial vehicles in the first quarter, an increase of 41.9% compared to the first quarter of 2022, which accounted for 5.3% of the total U.S. Class 4 through 7 commercial vehicle market and 3.2% of the Canada Class 5 through 7 commercial vehicle market. ACT Research forecasts U.S. retail sales for new Class 4 through 7 commercial vehicles to be approximately 253,600 units in 2023, an 8.6% increase compared to 2022.

 

 

 

“We experienced healthy widespread demand for new Class 4-7 commercial vehicles in the first quarter. While production remains constrained, the supply chain is improving. We have also observed that the manufacturers we represent are increasing build capacity and are beginning to allocate more resources to medium-duty commercial vehicle production,” Rush said.

 

“Moving forward, there is still pent-up customer demand due to supply constraints experienced over the last few years. While we are still operating within the confines of truck allocation, we believe our second quarter results will be fairly consistent with our first quarter results. As production continues to improve, and as customers prepare for upcoming emission regulations, we believe there will continue to be strong demand for medium-duty commercial vehicles, and we believe our results should be on pace with the expected industry growth in 2023,” he said.

 

The Company sold 1,684 used commercial vehicles in the first quarter of 2023, a 29.7% decrease compared to the first quarter of 2022. “In the first quarter, low freight rates and the continued increase in new truck production again caused industry-wide weak demand for used trucks. As we look ahead, with the anticipated increase in new truck production throughout the year, we expect further deterioration in demand and pricing for used trucks in the second half of this year. Until we experience an increase in demand and see used truck values stabilize, we plan to maintain lower-than-normal used truck inventory levels,” Rush said.

 

Leasing and Rental

 

“Our Rush Truck Leasing financial results remained strong in the first quarter, as we experienced healthy demand for leased vehicles. Our rental utilization rates declined slightly, but are still high historically, and we expect them to remain strong through 2023. This year, operating costs may increase somewhat due to the age of our fleet, but nevertheless, we believe our lease and rental business will have another strong year,” Rush said.

 

Financial Highlights

 

In the first quarter of 2023, the Company’s gross revenues totaled $1.912 billion, a 22.3% increase from $1.563 billion in the first quarter of 2022. Net income for the quarter was $90.5 million, or $1.60 per diluted share, compared to net income of $92.5 million, or $1.60 per diluted share, in the quarter ended March 31, 2022. 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 $648.2 million in the first quarter of 2023, compared to $543.3 million in the first quarter of 2022. The Company delivered 4,365 new heavy-duty trucks, 3,038 new medium-duty commercial vehicles, 504 new light-duty commercial vehicles and 1,684 used commercial vehicles during the first quarter of 2023, compared to 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.

 

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 21.5% in the first quarter of 2023 compared to the first quarter of 2022.

 

During the first quarter of 2023, the Company repurchased $25.3 million of its common stock pursuant to its stock repurchase plan. In addition, the Company paid a cash dividend of $12.1 million during the first quarter.

 

“We are committed to returning value to our shareholders through earnings growth, quarterly dividends and our stock repurchase program while maintaining a strong cash position and balance sheet. We are confident that the strategic initiatives we have invested in over the past several years and our focus on operational excellence has not only significantly improved our quality of earnings, but will also enable us to achieve our long-term strategic goals,” Rush said.

 

 

 

Conference Call Information

 

Rush Enterprises will host its quarterly conference call to discuss earnings for the first quarter on Wednesday, April 26, 2023, at 10 a.m. Eastern/9 a.m. Central. The call can be heard live via the Internet at http://investor.rushenterprises.com/events.cfm.

 

Participants may register for the call at:

https://register.vevent.com/register/BI80ee959679174d598c1525409adbece9

While not required, it is recommended that you join the event 10 minutes prior to the start.

 

For those who cannot listen to the live broadcast, the webcast replay will be available 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, Dennis Eagle, 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, 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, 2022. 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,

 
   

2023

   

2022

 
   

(unaudited)

         

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 226,292     $ 201,044  

Accounts receivable, net

    229,684       220,651  

Inventories, net

    1,498,948       1,429,429  

Prepaid expenses and other

    19,028       16,619  

Total current assets

    1,973,952       1,867,743  

Property and equipment, net

    1,404,566       1,368,594  

Operating lease right-of-use assets, net

    99,753       102,685  

Goodwill, net

    416,481       416,363  

Other assets, net

    74,800       65,681  

Total assets

  $ 3,969,552     $ 3,821,066  
                 

Liabilities and shareholders equity

               

Current liabilities:

               

Floor plan notes payable

  $ 1,015,971     $ 933,203  

Current maturities of finance lease obligations

    31,894       29,209  

Current maturities of operating lease obligations

    14,948       15,003  

Trade accounts payable

    200,412       171,717  

Customer deposits

    100,397       116,240  

Accrued expenses

    149,455       163,302  

Total current liabilities

    1,513,077       1,428,674  

Long-term debt, net of current maturities

    262,467       275,433  

Finance lease obligations, net of current maturities

    100,240       93,483  

Operating lease obligations, net of current maturities

    86,188       89,029  

Other long-term liabilities

    22,920       19,455  

Deferred income taxes, net

    155,124       151,970  

Shareholders’ equity:

               

Preferred stock, par value $.01 per share; 1,000,000 shares authorized; 0 shares outstanding in 2023 and 2022

           

Common stock, par value $.01 per share; 60,000,000 Class A shares and 20,000,000 Class B shares authorized; 42,149,927 Class A shares and 12,307,852 Class B shares outstanding in 2023; and 42,345,361 Class A shares and 12,083,085 Class B shares outstanding in 2022

    577       572  

Additional paid-in capital

    512,998       500,642  

Treasury stock, at cost: 2,041,809 Class A shares and 1,168,432 Class B shares in 2023; and 1,626,777 Class A shares and 1,112,446 Class B shares in 2022

    (156,210 )     (130,930 )

Retained earnings

    1,457,203       1,378,337  

Accumulated other comprehensive loss

    (3,898 )     (4,130 )

Total Rush Enterprises, Inc. shareholders’ equity

    1,810,670       1,744,491  

Noncontrolling interest

    18,866       18,531  

Total shareholders’ equity

    1,829,536       1,763,022  

Total liabilities and shareholders equity

  $ 3,969,552     $ 3,821,066  

 

 

 

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

(Unaudited)

 

   

Three Months Ended

March 31,

 
   

2023

   

2022

 

Revenues

               

New and used commercial vehicle sales

  $ 1,161,725     $ 935,719  

Aftermarket products and services sales

    648,226       543,263  

Lease and rental

    86,666       71,335  

Finance and insurance

    6,571       7,525  

Other

    8,579       5,360  

Total revenue

    1,911,767       1,563,202  

Cost of products sold

               

New and used commercial vehicle sales

    1,050,365       834,993  

Aftermarket products and services sales

    402,155       334,208  

Lease and rental

    60,478       48,561  

Total cost of products sold

    1,512,998       1,217,762  

Gross profit

    398,769       345,440  

Selling, general and administrative expense

    256,808       224,447  

Depreciation and amortization expense

    14,314       13,674  

Gain on sale of assets

    129       180  

Operating income

    127,776       107,499  

Other income

    2,347       14,064  

Interest expense, net

    10,983       1,219  

Income before taxes

    119,140       120,344  

Income tax provision

    28,350       27,891  

Net income

  $ 90,790     $ 92,453  

Less: Net income attributable to noncontrolling interest

    (335 )      

Net income attributable to Rush Enterprises, Inc.

  $ 90,455     $ 92,453  
                 

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

               

Basic

  $ 1.65     $ 1.65  

Diluted

  $ 1.60     $ 1.60  
                 

Weighted average shares outstanding:

               

Basic

    54,767       55,938  

Diluted

    56,564       57,912  
                 

Dividends declared per common share

  $ 0.21     $ 0.19  

 

 

 

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, 2023

   

March 31, 2022

 

New heavy-duty vehicles

  $ 736,710     $ 546,141  

New medium-duty vehicles (including bus sales revenue)

    286,947       178,045  

New light-duty vehicles

    27,992       23,801  

Used vehicles

    102,656       185,673  

Other vehicles

    7,420       2,059  
                 

Absorption Ratio

    136.5 %     136.3 %

 

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, 2023

   

March 31, 2022

 

Floor plan notes payable

  $ 1,015,971     $ 702,209  

Current maturities of finance lease obligations

    31,894       26,913  

Long-term debt, net of current maturities

    262,467       338,426  

Finance lease obligations, net of current maturities

    100,240       85,522  

Total Debt (GAAP)

    1,410,572       1,153,070  

Adjustments:

               

Debt related to lease & rental fleet

    (390,385 )     (446,529 )

Floor plan notes payable

    (1,015,971 )     (702,209 )

Adjusted Total Debt (Non-GAAP)

    4,216       4,332  

Adjustment:

               

Cash and cash equivalents

    (226,292 )     (209,526 )

Adjusted Net Debt (Cash) (Non-GAAP)

  $ (222,076 )   $ (205,194 )

 

 

 

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, 2023

   

March 31, 2022

 

Net Income (GAAP)

  $ 389,384     $ 288,535  

Provision for income taxes

    117,701       88,855  

Interest expense

    28,888       2,482  

Depreciation and amortization

    56,305       53,302  

(Gain) loss on sale of assets

    (2,404 )     (1,520 )

EBITDA (Non-GAAP)

    589,874       431,654  

Adjustment:

               

Less Interest expense associated with FPNP and L&RFD

    (29,484 )     (2,899 )

Adjusted EBITDA (Non-GAAP)

  $ 560,390     $ 428,755  

 

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 and the L&RFD 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 and L&RFD 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, 2023

   

March 31, 2022

 

Net cash provided by operations (GAAP)

  $ 352,610     $ 416,790  

Acquisition of property and equipment

    (287,817 )     (179,933 )

Free cash flow (Non-GAAP)

    64,793       236,857  

Adjustments:

               

Draws on floor plan financing, net

    285,070       151,905  

Payments on L&RFD, net

    (157,979 )      

Proceeds from L&RFD

          46,305  

Principal payments on L&RFD

          (92,691 )

Cash used for L&RF purchases

    213,029       71,423  

Non-maintenance capital expenditures

    16,518       19,370  

Adjusted Free Cash Flow (Non-GAAP)

  $ 421,431     $ 433,169  

 

 

 

“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, 2023

   

March 31, 2022

 

Total Shareholders' equity (GAAP)

  $ 1,810,670     $ 1,545,039  

Adjusted net debt (cash) (Non-GAAP)

    (222,076 )     (205,194 )

Adjusted Invested Capital (Non-GAAP)

  $ 1,588,594     $ 1,339,845  

 

“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.