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 18, 2005

 

RUSH ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

 

Texas

 

0-20797

 

74-1733016

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

 

 

555 IH-35 South, Suite 500, New Braunfels, Texas

 

78130

(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

 

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

 

 

 

 

 

 

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

 

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

 

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

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

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

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

 

 



 

Item 2.02. Results of Operations and Financial Condition

 

On October 18, 2005, the Company issued a press release regarding its financial results for the quarter ended September 30, 2005. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.  The information furnished in this report, including the information contained in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act (the “Exchange Act”) or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits

 

(a)                                Financial Statements of Business Acquired.

 

None.

 

(b)                               Pro Forma Financial Information.

 

None.

 

(c)                                Exhibits

 

99.1 Press Release

 

2



 

SIGNATURES

 

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

 

 

RUSH ENTERPRISES, INC.

 

 

 

 

 

By

 

/s/ Martin A. Naegelin, Jr.

 

 

Martin A. Naegelin, Jr.

 

Senior Vice President and Chief Financial Officer

 

 

Dated October 18, 2005

 

 

3


Exhibit 99.1

 

Contact:

Rush Enterprises Inc., San Antonio

Martin A. Naegelin, Jr., 830-626-5230

 

Adam Friedman Associates

Adam Friedman, 212-981-2529, ext 18

 

RUSH ENTERPRISES, INC. REPORTS THIRD QUARTER RESULTS

Earnings Per Share Increases to $0.53 Compared to $0.35 in 2004

 

SAN ANTONIO, Texas, October 18, 2005 — Rush Enterprises, Inc. (Listed on NASDAQÒ: RUSHA & RUSHB), which operates the largest network of heavy-duty and medium-duty truck dealerships in North America and a John Deere construction equipment dealership in Houston, Texas, today announced results for the third quarter ended September 30, 2005.

 

In the third quarter, the Company’s gross revenues totaled $485.4 million, a 63.5% increase from gross revenues of $296.9 million reported for the third quarter ended September 30, 2004. Net income was $13.2 million, or $0.53 per diluted share, during the third quarter of 2005, compared to $5.5 million, or $0.35 per diluted share, in the third quarter of 2004. Income from continuing operations was $13.2 million, or $0.53 per diluted share, during the third quarter of 2005, compared to $5.7 million, or $0.36 per diluted share in the third quarter of 2004.

 

The Company’s truck segment recorded revenues of $467.8 million in the third quarter of 2005, compared to $282.2 million in the third quarter of 2004. The Company delivered 2,709 new heavy-duty trucks, 610 new medium-duty trucks and 890 used trucks during the third quarter of 2005, compared to 1,546 new heavy-duty trucks, 458 new medium-duty trucks and 673 used trucks in the third quarter of 2004. Parts, service and body shop sales increased 26.6% from $70.0 million in the third quarter of 2004 to $88.6 million in the third quarter of 2005.

 

The Company’s construction equipment segment recorded revenues of $14.2 million in the third quarter of 2005, compared to $12.1 million in the third quarter of 2004. Revenue generated from the sale of new construction equipment units increased from $7.4 million in the third quarter of 2004 to $8.8 million in the third quarter of 2005. Parts and service sales for the third quarter of 2005 were $3.7 million compared to $3.5 million in the third quarter of 2004. Pretax income from the construction equipment segment increased from $0.9 million for the third quarter of 2004 to $1.2 million in the third quarter of 2005.

 

In announcing the results, W. Marvin Rush, Chairman and Chief Executive Officer of Rush Enterprises said, “As our results demonstrate, 2005 continues to be a strong year.  We have focused on improving our “quality of earnings” and consequently our same store absorption rate this quarter grew more than 6.0% versus the same period last year.  While our overall absorption rate for the year is 100.7% through September, we have an internal goal of attaining an absorption rate of 110.0% over the next several years.  Absorption rate is calculated by dividing the gross profit from the parts, service and body shop departments, by the overhead expenses of all of a dealership’s departments, except for the selling expenses of the new and used truck departments.

 



 

Mr. Rush continued, “This quarter has been extremely active in terms of acquisitions and store openings.  We opened a massive 120,000 square foot, state-of-the-art facility in Smyrna, Tennessee to replace our existing Rush Truck Center in Nashville. We made acquisitions aimed at increasing our medium-duty presence in our existing areas of responsibility.    We acquired GMC and Isuzu medium-duty truck dealerships in Orlando, Florida and Texarkana, Texas.  We subsequently added heavy and medium-duty Peterbilt trucks, parts and service and are operating the newly acquired dealerships as full-service Rush Truck Centers.  We also purchased GMC and UD medium-duty truck franchises in Dallas and have combined these franchises with our Peterbilt and Hino franchises at our existing medium-duty truck store in Dallas.  Finally, in October, we acquired GMC, Isuzu and Hino medium-duty truck franchises in Fontana, California.  These newly acquired franchises are being operated from our existing Fontana Peterbilt dealership.  These capital investments and others that are underway to add capacity to our service departments, coupled with our focus on medium-duty truck growth, will be the primary drivers in attaining our 110% absorption rate goal.”

 

Our outlook remains positive as industry experts forecast class 8 truck sales to remain strong throughout 2006.  The combination of market trends and executing our “quality of earnings” strategy should have a positive impact on our profitability.”

 

“On a personal note, we celebrated our fortieth year in business and our ninth year to be listed on the NASDAQ Stock Market by ringing the Opening Bell at the NASDAQ MarketSite in Times Square, New York City on September 14th.  In the last 40 years we have built a strong and profitable business with more than 40 locations throughout the southern United States.  All of this was made possible by the support from our customers, our employees, our Board of Directors and our shareholders.  We owe them each a debt of gratitude and pledge to work hard in upcoming years to deserve their continued loyalty and trust.”

 

Conference Call

 

Rush Enterprises will host a conference call to review its third quarter results on Wednesday, October 19th, 2005 at 10 a.m. EST/9 a.m. CST. The call can be heard live by dialing 866-200-5866 (US) or 732-694-1637 (International) and entering the Pin Code 519105 followed by the # key, or via the web on the ‘Events’ section of the Company’s website at www.RushEnterprises.com, or at www.earnings.com, or www.streetevents.com. For those who cannot listen to the live broadcast, the Webcast and audio replay will be available until November 2nd, 2005 by dialing 866-206-0173 (US) or 732-694-1587 (International) and entering the Pin Code 159292 followed by the # key.

 

About Rush Enterprises

 

Rush Enterprises operates the largest network of heavy-duty truck and medium-duty dealerships in North America and a John Deere construction equipment dealership in Houston, Texas. Its operations include a network of over 40 Rush Truck Centers located in Alabama, Arizona, California, Colorado, Florida, Oklahoma, New Mexico, Tennessee and Texas. The Company has developed its Rush Truck Centers and its Rush Equipment Center as “one-stop centers” where, at one convenient location, its customers can purchase new or used trucks or construction equipment, purchase insurance products, purchase aftermarket parts and accessories and have service performed by certified technicians. For additional information on Rush Enterprises, Inc., please visit www.rushenterprises.com.

 



 

Certain statements contained herein, including those concerning industry conditions and our ability to execute our “quality of earnings” strategy, are “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, competitive factors, general economic conditions, cyclicality, economic conditions in the new and used truck and construction equipment markets, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein and in filings made by the company with the Securities and Exchange Commission.

 

-Tables to Follow-

 



 

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2005 AND DECEMBER 31, 2004

(In Thousands, Except Shares and Per Share Amounts)

 

 

 

September 30,

 

December 31,

 

 

 

2005

 

2004

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

120,678

 

$

158,175

 

Accounts receivable, net

 

48,500

 

30,296

 

Inventories

 

323,235

 

189,792

 

Prepaid expenses and other

 

1,686

 

1,418

 

Deferred income taxes

 

2,351

 

1,544

 

 

 

 

 

 

 

Total current assets

 

496,450

 

381,225

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net

 

180,073

 

138,953

 

 

 

 

 

 

 

OTHER ASSETS, net

 

105,525

 

45,755

 

 

 

 

 

 

 

Total assets

 

$

782,048

 

$

565,933

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Floor plan notes payable

 

$

288,158

 

$

168,002

 

Current maturities of long-term debt

 

19,490

 

16,083

 

Current maturities of capital lease obligations

 

1,979

 

 

Advances outstanding under lines of credit

 

2,643

 

2,434

 

Trade accounts payable

 

24,000

 

16,970

 

Accrued expenses

 

48,065

 

39,495

 

 

 

 

 

 

 

Total current liabilities

 

384,335

 

242,984

 

 

 

 

 

 

 

LONG-TERM DEBT, net of current maturities

 

105,782

 

79,973

 

CAPITAL LEASE OBLIGATIONS, net of current maturities

 

9,876

 

 

DEFERRED INCOME TAXES, net

 

23,292

 

20,169

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

Preferred stock, par value $.01 per share; 1,000 shares authorized; 0 shares outstanding in 2004 and 2005

 

 

 

Common stock, par value $.01 per share; 50,000,000 shares authorized; 23,896,976 shares outstanding in 2004 and 24,373,332 outstanding in 2005

 

244

 

239

 

Additional paid-in capital

 

160,301

 

156,423

 

Retained earnings

 

98,218

 

66,145

 

 

 

 

 

 

 

Total shareholders’ equity

 

258,763

 

222,807

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

782,048

 

$

565,933

 

 



 

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

(Unaudited)

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

 

 

 

2005

 

2004

 

2005

 

2004

 

REVENUES:

 

 

 

 

 

 

 

 

 

New and used truck sales

 

$

365,786

 

$

203,443

 

$

1,008,657

 

$

527,167

 

Parts and service

 

94,426

 

75,230

 

269,425

 

214,563

 

Construction equipment sales

 

10,164

 

8,333

 

29,883

 

23,711

 

Lease and rental

 

8,735

 

6,802

 

24,825

 

20,278

 

Finance and insurance

 

4,256

 

1,838

 

11,492

 

5,619

 

Other

 

2,060

 

1,258

 

5,005

 

2,629

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

485,427

 

296,904

 

1,349,287

 

793,967

 

 

 

 

 

 

 

 

 

 

 

COST OF PRODUCTS SOLD:

 

 

 

 

 

 

 

 

 

New and used truck sales

 

338,907

 

188,360

 

937,758

 

488,839

 

Parts and service

 

54,593

 

46,537

 

157,772

 

132,985

 

Construction equipment sales

 

8,809

 

7,250

 

25,904

 

20,861

 

Lease and rental

 

6,759

 

4,969

 

18,797

 

14,673

 

 

 

 

 

 

 

 

 

 

 

Total cost of products sold

 

409,068

 

247,116

 

1,140,231

 

657,358

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

76,359

 

49,788

 

209,056

 

136,609

 

 

 

 

 

 

 

 

 

 

 

SELLING, GENERAL AND ADMINISTRATIVE

 

49,778

 

36,473

 

141,084

 

106,060

 

 

 

 

 

 

 

 

 

 

 

DEPRECIATION AND AMORTIZATION

 

2,684

 

2,358

 

7,687

 

6,834

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

23,897

 

10,957

 

60,285

 

23,715

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE, NET

 

3,632

 

1,454

 

9,343

 

4,360

 

 

 

 

 

 

 

 

 

 

 

GAIN ON SALE OF ASSETS

 

370

 

45

 

455

 

504

 

 

 

 

 

 

 

 

 

 

 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

 

20,635

 

9,548

 

51,397

 

19,859

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

7,481

 

3,819

 

19,324

 

7,944

 

 

 

 

 

 

 

 

 

 

 

INCOME FROM CONTINUING OPERATIONS

 

13,154

 

5,729

 

32,073

 

11,915

 

 

 

 

 

 

 

 

 

 

 

GAIN FROM DISCONTINUED OPERATIONS, NET

 

0

 

(240

)

0

 

(143

)

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

13,154

 

$

5,489

 

$

32,073

 

$

11,772

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER COMMON SHARE – BASIC

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

.54

 

$

.38

 

$

1.33

 

$

.81

 

Net income

 

$

.54

 

$

.36

 

$

1.33

 

$

.80

 

EARNINGS PER COMMON SHARE – DILUTED

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

.53

 

$

.36

 

$

1.29

 

$

.76

 

Net income

 

$

.53

 

$

.35

 

$

1.29

 

$

.75

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

24,301

 

15,081

 

24,100

 

14,647

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

25,041

 

15,867

 

24,899

 

15,600