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) July 22, 2002

 

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.)

 

 



 

Item 7.

Financial Statements, Pro Forma Financial Information and Exhibits.

 

 

 

(a)

Financial Statements of Business Acquired.

 

 

 

 

 

None.

 

 

 

 

(b)

Pro Forma Financial Information.

 

 

 

 

 

None.

 

 

 

 

(c)

Exhibits

 

 

 

 

 

99.1 Press Release

 

 

 

Item 9.

Regulation FD Disclosure.

 

On July 22, 2003, the Company issued a press release regarding its financial results for the quarter ended June 30, 2003.  A copy of the press release issued by the Company concerning its financial results is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

All of the foregoing information is being furnished under Item 12 – Results of Operations and Financial Condition.  It is being furnished under Item 9 of this Form 8-K in accordance with interim guidance issued by the SEC in Release No. 33-8216.  Such information, including the Exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

 

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. Naeglin, Jr.

 

 

 

 

 

Vice President and Chief Financial Officer

 

 

Dated July 22, 2003

 

3


EXHIBIT 99.1

 

CONTACT:                                 Martin A. Naegelin, Jr.

(830) 626-5230

 

RUSH ENTERPRISES, INC. REPORTS SECOND QUARTER RESULTS

 

SAN ANTONIO, Tex., July 22, 2003 — Rush Enterprises, Inc. (NASDAQ: RUSHA & RUSHB), whose continuing operations includes the largest network of Peterbilt heavy-duty truck dealerships in North America and a John Deere construction equipment dealership in Texas, today announced results for the quarter ended June 30, 2003.

 

In the second quarter, the Company’s gross revenues totaled $193.3 million, a 12.1 percent increase from gross revenues of $172.4 million reported for the second quarter ended June 30, 2002.  Income from continuing operations was $2.3 million, or $0.16 per diluted share, during the second quarter of 2003 compared to $2.1 million, or $0.15 per diluted share, in the second quarter of 2002.  Net income for the quarter was $2.2 million, or $0.15 per diluted share, compared with net income of $2.0 million, or $0.14 per diluted share, reported in the quarter ended June 30, 2002.  The Company recorded a net loss from discontinued operations of $100,000 in the second quarter of 2003.  This loss consists primarily of real estate carrying costs related to the Company’s retail center in Hockley, Texas.

 

The Company’s heavy-duty truck segment recorded revenues of $179.3 million in the second quarter of 2003, compared to $160.6 million in the second quarter of 2002. The Company delivered 990 new trucks and 588 used trucks during the second quarter of 2003 compared to 972 new trucks and 535 used trucks for the same period in 2002.  Parts, service and body shop sales increased 18.8 percent from $50.5 million in the second quarter of 2002 to $60.0 million in the second quarter of 2003.

 



 

The Company’s construction equipment segment recorded revenues of $12.0 million in the second quarter of 2003 compared to $9.7 million in the second quarter of 2002. New and used construction equipment unit sales revenue increased $1.9 million, or 29.0 percent, from the second quarter of 2002 to the second quarter of 2003.  Parts and service sales increased 10.7 percent from $2.8 million in the second quarter of 2002 to $3.1 million in the second quarter of 2003.  Lease and rental sales decreased $58,000, or 27.2 percent, from the second quarter of 2002 to the second quarter of 2003.

 

In announcing the results, W. Marvin Rush, Chairman and Chief Executive Officer of Rush Enterprises, said, “We are very pleased to announce our second quarter results.  Although truck sales remained slow during the second quarter, we are beginning to see an increased level of interest from our customers, and as a result, we are quoting more truck deals.  The industry continues to predict an increase in new truck deliveries in the last half of 2003 and for the truck market to be strong in 2004 through 2006.”  Mr. Rush added, “Since the last strong truck market, we have increased the number of truck locations from 22 to 39, streamlined our expense structure and strengthened our back-end operations.  The sum of these events, coupled with the anticipated increase in industry-wide truck sales, should equal strong financial results for our Company.”

 

Rush Enterprises operates the largest network of Peterbilt heavy-duty truck dealerships in North America and a John Deere construction equipment dealership in Texas. Its current operations include a network of dealerships located in Texas, California, Oklahoma, Louisiana, Colorado, Arizona, New Mexico, Alabama and Florida. These dealerships provide an integrated, one-stop source for the retail sale of new and used heavy-duty trucks and construction equipment; aftermarket parts, service and body shop facilities; and a wide array of financial services, including the financing of truck and equipment sales, insurance products and leasing and rentals. The Company is in the process of discontinuing the operations of its retail farm and ranch superstore that serves the greater San Antonio, Texas area.

 

2



 

Certain statements contained herein, including those concerning industry conditions, 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.

 

3



 

RUSH ENTERPRISES, INC., AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

JUNE 30, 2003 AND DECEMBER 31, 2002

 

(In Thousands, Except Shares and Per Share Amounts)

 

 

 

June 30,
2003

 

December 31,
2002

 

 

 

(unaudited)

 

(audited)

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

21,717

 

$

24,763

 

Accounts receivable, net

 

23,148

 

24,935

 

Inventories

 

120,488

 

115,333

 

Assets held for sale

 

9,358

 

16,962

 

Prepaid expenses and other

 

1,511

 

1,764

 

Deferred income taxes

 

4,268

 

4,375

 

 

 

 

 

 

 

Total current assets

 

180,490

 

188,132

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net

 

116,026

 

117,859

 

 

 

 

 

 

 

OTHER ASSETS, net

 

43,128

 

38,519

 

 

 

 

 

 

 

Total assets

 

$

339,644

 

$

344,510

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Floor plan notes payable

 

$

95,180

 

$

89,288

 

Current maturities of long-term debt

 

24,666

 

24,958

 

Advances outstanding under lines of credit

 

17,775

 

22,395

 

Trade accounts payable

 

11,906

 

15,082

 

Accrued expenses

 

26,740

 

28,414

 

Total current liabilities

 

176,267

 

180,137

 

 

 

 

 

 

 

LONG-TERM DEBT, net of current maturities

 

66,795

 

69,958

 

 

 

 

 

 

 

DEFERRED INCOME TAXES, net

 

14,327

 

14,720

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

Preferred stock, par value $.01 per share; 1,000 shares authorized; 0 shares outstanding in 2001 and 2002

 

 

 

Common stock, par value $.01 per share; 50,000,000 shares authorized; 14,004,088 shares outstanding in 2002 and 2003

 

140

 

140

 

Additional paid-in capital

 

39,155

 

39,155

 

Retained earnings

 

42,960

 

40,400

 

 

 

 

 

 

 

Total shareholders’ equity

 

82,255

 

79,695

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

339,644

 

$

344,510

 

 

4



 

RUSH ENTERPRISES, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

(Unaudited)

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

REVENUES:

 

 

 

 

 

 

 

 

 

New and used truck sales

 

$

111,628

 

$

103,110

 

$

202,846

 

$

201,329

 

Parts and service

 

64,371

 

54,778

 

119,082

 

105,589

 

Construction equipment sales

 

8,519

 

6,604

 

14,176

 

12,441

 

Lease and rental

 

6,319

 

6,115

 

12,443

 

12,399

 

Finance and insurance

 

1,563

 

1,315

 

2,931

 

2,313

 

Other

 

859

 

513

 

1,397

 

923

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

193,259

 

172,435

 

352,875

 

334,994

 

 

 

 

 

 

 

 

 

 

 

COST OF PRODUCTS SOLD

 

154,566

 

137,416

 

280,008

 

267,845

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

38,693

 

35,019

 

72,867

 

67,149

 

 

 

 

 

 

 

 

 

 

 

SELLING, GENERAL AND ADMINISTRATIVE

 

31,128

 

27,727

 

60,217

 

54,151

 

 

 

 

 

 

 

 

 

 

 

DEPRECIATION AND AMORTIZATION

 

2,252

 

2,164

 

4,442

 

4,309

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

5,313

 

5,128

 

8,208

 

8,689

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE, NET

 

1,613

 

1,581

 

3,161

 

3,227

 

 

 

 

 

 

 

 

 

 

 

GAIN ON SALE OF ASSETS

 

191

 

14

 

299

 

12

 

 

 

 

 

 

 

 

 

 

 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

 

3,891

 

3,561

 

5,346

 

5,474

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

1,557

 

1,424

 

2,139

 

2,189

 

 

 

 

 

 

 

 

 

 

 

INCOME FROM CONTINUING OPERATIONS

 

2,334

 

2,137

 

3,207

 

3,285

 

 

 

 

 

 

 

 

 

 

 

(LOSS) FROM DISCONTINUED OPERATIONS, NET

 

(100

)

(147

)

(647

)

(861

)

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

2,234

 

$

1,990

 

$

2,560

 

$

2,424

 

 

 

 

 

 

 

 

 

 

 

EARNINGS (LOSS) PER COMMON SHARE - BASIC

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

.17

 

$

.15

 

$

.23

 

$

.23

 

Net income (loss)

 

$

.16

 

$

.14

 

$

.18

 

$

.17

 

EARNINGS (LOSS) PER COMMON SHARE - DILUTED

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

.16

 

$

.15

 

$

.22

 

$

.23

 

Net income (loss)

 

$

.15

 

$

.14

 

$

.18

 

$

.17

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

14,004

 

14,004

 

14,004

 

14,004

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

14,583

 

14,634

 

14,468

 

14,490

 

 

5